Contract Number: 2010A517

Exhibit 4.105

Power Purchase And Sale Contract

Power Seller:

Sichuan Huabang Hydroelectric Development
Co., Ltd.

Power Purchaser:

Sichuan Cangxi Power Supply Co., ltd.

Signing Place: Sichuan Cangxi Power Supply
Co., Ltd.

Signing Date: May 17, 2010

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Contract Number: 2010A517

CONTENTS

|                                                                        |  |                                                       |  |   
|----------------------------------------------------------------------- |  | ----------------------------------------------------- |  | --
|Chapter I                                                               |  | Definition and
 interpretation                        |  | 4 
|                                                                        |  |                                                       |  |   
|Chapter II                                                              |  | Representation of
 both parties                       |  | 6 
|                                                                        |  |                                                       |  |   
|Chapter III                                                             |  | Obligations of
 both parties                          |  | 6 
|                                                                        |  |                                                       |  |   
|Chapter IV                                                              |  | Purchase and sale
 of the power                       |  | 7 
|                                                                        |  |                                                       |  |   
|Chapter V                                                               |  | On grid tariff                                        |  | 7 
|                                                                        |  |                                                       |  |   
|Chapter VI                                                              |  | Power metering                                        |  | 8 
|                                                                        |  |                                                       |  |   
|Chapter VII                                                             |  | Power output
 calculation                             |  | 10
|                                                                        |  |                                                       |  |   
|Chapter VIII                                                            |  | Settlement and
 payment of electricity fees           |  | 11
|                                                                        |  |                                                       |  |   
|Chapter IX                                                              |  | Liability for
 breach of contract                     |  | 12
|                                                                        |  |                                                       |  |   
|Chapter X                                                               |  | Effectiveness and
 term                               |  | 13
|                                                                        |  |                                                       |  |   
|Chapter XI                                                              |  | Applicable law                                        |  | 13
|                                                                        |  |                                                       |  |   
|Chapter XII                                                             |  | Amendment,
 transfer and termination of this contract |  | 13
|                                                                        |  |                                                       |  |   
|Chapter XIII                                                            |  | Dispute resolution                                    |  | 14
|                                                                        |  |                                                       |  |   
|Chapter XIV                                                             |  | Miscellaneous                                         |  | 14
|                                                                        |  |                                                       |  |   
|Appendix: Power
 Supply Circuit and Property Rights Demarcation Diagram |  | 17                                                   

2

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Contract Number: 2010A517

Power Purchase and Sale Contract

This Power Purchase and Sale Contract (the Contract) is entered into by and between
the two parties set forth below:

Power Purchaser:Sichuan Cangxi Power Supply Co., Ltd., a
power supply enterprise, registered with the Administration for Industry and
Commerce of Cangxi County.

Tax Registration
Number:     510824206100402

Legal
Address:     No.15 Renmin West Road, Lingjiang Town,
Cangxi County

Person In Charge: Yan Hong

Power
Seller:     Sichuan Huabang Hydroelectric Development
Co., Ltd., a power generation enterprise with the legal person status registered
with the Administration for Industry and Commerce of Sichuan Province.

Tax registration
number:      510824660270321

Legal
Address:          Huifeng
Garden, Binjiang Road, Cangxi County

Legal
Representative:        John Kuhns.

The information regarding the contact and
address and account opening bank provided by both Parties to this Contract are
as follows:

|                               |  |                                                                     
|------------------------------ |  | --------------------------------------------------------------------
|Name of the Power
 Purchaser:  |  | Sichuan Cangxi
 Power Supply Co., Ltd.                              
|                               |  |                                                                     
|Telephone Number:              |  | 5222084                                                             
|                               |  |                                                                     
|Facsimile:                     |  | 5222084                                                             
|                               |  |                                                                     
|Zip Code:                      |  | 628400                                                              
|                               |  |                                                                     
|Mail Address:                  |  | No.15 Renmin West
 Road, Lingjiang Town, Cangxi County              
|                               |  |                                                                     
|Name for the
 Account Opening: |  | Sichuan Cangxi
 Power Supply Co., Ltd.                              
|                               |  |                                                                     
|Account Opening
 Bank:         |  | Agricultural Bank
 of China, Cangxi County Renmin Zhonglu Sub-branch
|                               |  |                                                                     
|Account Number:                |  | 286701040000315                                                     
|                               |  |                                                                     
|Name of the Power
 Seller:     |  | Sichuan Huabang
 Hydroelectric Development Co., Ltd.                

3

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|                               |  |                                                     
|------------------------------ |  | ----------------------------------------------------
|Telephone Number:              |  | 5285468                                             
|                               |  |                                                     
|Facsimile:                     |  | 5285468                                             
|                               |  |                                                     
|Zip Code:                      |  | 628400                                              
|                               |  |                                                     
|Mail Address:                  |  | Huifeng Garden,
 Binjiang Road, Cangxi County       
|                               |  |                                                     
|Name for the Account
 Opening: |  | Sichuan Huabang
 Hydroelectric Development Co., Ltd.
|                               |  |                                                     
|Account Opening
 Bank:         |  | Agricultural Bank
 of China, Cangxi Sub-branch      
|                               |  |                                                     
|Account Number:                |  | 286101040003320                                     

WHEREAS:

|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)                                     | The Power Seller owns, operates and manages the Cangxi Liyuantan
 Hydropower Station over the Donghe River, the branch river of Jialingjiang
 River, which is located at Renhe Village, Zhongtu Township, Cangxi County,
 Sichuan Province, with a total installed capacity of 12MW (the Power Plant);                                                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2)                                     | The Power Plant has been connected to the grid operated and managed
 by the Power Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                        | After friendly consultations and on the principles of equality,
 willingness and good faith, the Power Purchaser and the Power Seller have
 entered into this Contract in accordance with the Contract Law of the Peoples Republic of
 China,
 the Power Law of the Peoples Republic of
 China, the Administration
 Regulations on the Dispatching of Power Gridand other national
 laws and regulations.                                                                                                            
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Chapter I Definition and interpretation
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1                                     | Unless otherwise required by the context, the terms used in this
 Contract shall have the meanings set forth as follows:                                                                                                                                                                                                                                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.1                                   | Power Plantrefers to the power generation
 facilities and all its auxiliary facilities extending to the property
 demarcation point over the Donghe River, the branch river of Jialingjiang
 River, which is owned and operated and managed by the Power Seller and
 located in Renhe Village, Zhongtu Township, Cangxi County, Sichuan Province,
 with a total installed capacity of 12 MW (six generator units, respectively
 referring to No.1, No.2, No.3, No.4, No.5 and No.6, each with the capacity of
 2 MW).
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.2                                   | Actual Annual Grid-connected Power Outputrefers to the annual power output
 transmitted to the Power Purchaser by the Power Seller at the Metering Point,
 and the metering unit for the power output shall be kwh.                                                                                                                                                                                                                                                                                                  
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.3                                   | The Power Purchasers Reasonrefers to the requirement and
 liability of the Power Purchaser, including the liability for the enlargement
 of the accidents, which shall be assumed                                                                                                                                                                                                                                                                                                                                   

4

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | by the Power Purchaser, due to the non-implementation of the relevant
 national regulations and standards and etc.
 by the Power Purchaser.                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.4 | The Power Sellers Reasonrefers to the requirement and
 liability of the Power Seller, including the liability for the enlargement of
 the accidents, which shall be undertaken by the Power Seller, due to the
 non-implementation of the relevant national regulations and standards and etc. by the Power Seller.                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.5 | Grid-connection Pointrefers to the electric connection
 point connecting the Power Plant owned and operated by the Power Seller and
 the grid managed by the Power Purchaser.                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.6 | Metering Pointrefers to the point indicated in
 Appendix II, which is for the installation of the power output metering
 devices. Generally, the Metering Point is installed on the property
 demarcation point of the Power Purchaser and Power Seller; in the event that
 the power output metering devices could not be installed on the property
 demarcation point, the installation location shall be selected through
 consultations between the Power Purchaser and Power Seller.                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.7 | Emergencyrefers to the accidents occurred
 to the grid or material accidents to the power generation and supply
 facilities, such as frequency or voltage of grid over the regulated scope,
 the loading of the transmission and transformation equipment over the
 regulated value, the power of the main line over the regulated stability limitation
 and other operation conditions that could threaten the safety and stability
 of the grid operation, lead to a break-down of the grid and a large area
 power-cut,etc.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.8 | Force Majeurerefers to any objective
 circumstance which cannot be foreseen, avoided and overcome, including
 volcano eruption, tornado, snowstorm, mudslide, landslide, flood, fire, the
 input water volume below the designed standard, and earthquake, typhoon,
 thunder and lightening, fog flash, icing flashover and ice coating, etc., which exceed the designed
 standards, and nuclear radiation, war, plague, riot,etc.                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2   | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.1 | The Appendices hereto shall have the same legal effect as the text of
 this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.2 | This Contract shall be binding on the legal successor or assignee of
 any Party to this Contact, unless otherwise agreed by the Power Purchaser and
 Power Seller. In case of the occurrence of the circumstance provided in this
 Article, relevant obligator shall fulfill the requisite notification
 obligation and complete procedures required by laws and regulations.                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.3 | References to Date, Month and Year, unless otherwise required
 by the context, shall be considered as the Date, Month and Year in Gregorian
 calendar.                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.4 | References to include (including) shall mean include without
 limitation.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

5

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|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter II Representations of both
 parties
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|                                            | Any Party to this Contract hereby represents to the other Party that:                                                                                                                                                                                                                                                                                                                 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|2.1                                         | It is an enterprise duly established and validly existing, and has
 the full right to execute and the ability to perform this Contract.                                                                                                                                                                                                                                               
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|2.2                                         | It has legally and effectively completed all requisite procedures for
 the execution and performance of this Contact (including the procurement of
 requisite governmental approvals, business license and power business
 operation permit, and etc.).                                                                                                                               
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|2.3                                         | Upon the execution of this Contract, no judgment, award, ruling or
 specific administrative act has been produced by any court, arbitration
 institute, administrative authority or regulatory authority that is
 sufficient to have any material adverse effect on the performance of this
 Contract by any Party.                                                                   
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|2.4                                         | It has taken all necessary corporate action to authorize the
 execution of this Contract, and the signing person for this Contact shall be
 its legal representative or authorized representative. This Contract shall be
 binding on it upon it comes into effect.                                                                                                                   
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|Chapter III Obligations of both parties    
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1                                         | The obligations of the Power Purchaser shall include:                                                                                                                                                                                                                                                                                                                                 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.1                                       | To purchase the power energy from the Power Seller in accordance with
 the provisions set forth in this Contract.                                                                                                                                                                                                                                                                     
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.2                                       | To abide by the grid-connection and dispatching agreement entered
 into by and between the Power Purchaser and the Power Seller, to operate and
 maintain the relevant transformation and transmission facilities in
 accordance with the national and industry standards, and to ensure a safe,
 high quality and economic operation of the power system.                            
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.3                                       | To carry out the power dispatching and information disclosure on the
 principle of publicity, justice and fairness in accordance with the relevant
 national regulations, and to provide the information regarding the
 electricity load, reserve capacity, the operation status of the
 transformation and transmission facilities and etc. for the implementation of
 this Contract.
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.4                                       | To supply the Power Seller with the power needed for the restart of
 the power generator units in accordance with relevant national regulations or
 agreements entered into by and between the Power Seller and the Power
 Purchaser.                                                                                                                                                 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.2                                         | The obligations of the Power Seller shall include:                                                                                                                                                                                                                                                                                                                                    
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.2.1                                       | To supply the Power Purchaser with the power energy in compliance
 with the national and industry standards according to the provisions hereof.                                                                                                                                                                                                                                       
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       
|3.2.2                                       | To abide by the grid-connection and dispatching agreement entered
 into by and between the Power Purchaser and the Power Seller, and the unified
 power dispatching, to operate and                                                                                                                                                                                                   

6

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | maintain the Power Plant in accordance with the national and industry
 standards, and dispatching rules and regulations to ensure the safe operation
 of the power generator units, reach the requirements of the technical
 standards and regulations issued by the relevant departments of the State and
 maintain the safe, high quality and economy operation of the power system.               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2.3                                      | Not to supply the power to the end user directly or sell the power to
 other grids without the approval from the Power Purchaser.                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|Chapter IV Purchase and sale of the
 power
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1                                        | The daily on-grid loading curve shall be released by Cangxi Power
 Dispatching Center in light of the system loading condition. The power
 station owned by the Power Seller shall be operated in strict accordance with
 the released active loading voltage curve.                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2                                        | The on-grid power output of the Power Seller shall be checked by the
 Power Purchaser each day, and the electricity fees shall be settled by the
 power sales department on a monthly basis.                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3                                        | The on-grid power output supplied by the Power Seller, which is not
 in compliance with the relevant provisions stipulated in this Contract and
 the Grid-connection and Dispatching Agreement attached as the Appendix to
 this Contract, shall be considered as the un-qualified power output.                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4                                        | Allowance of the Deviation for the Actual Generated Power                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           | During any period of time, the allowed deviation range between the
 actual generated power of the Power Plant and the power determined according
 to the planned daily power generation dispatching curve (including the
 temporarily adjusted curve) released by the power dispatching agency shall be
 from -2% to 2%.                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|Chapter V On-grid tariff                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                                        | On-grid Tariff during the Business Operation Period                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.1                                      | The on-grid tariff during the business operation period of the power
 generator units of the Power Plant owned by the Power Seller shall be
 measured and calculated by the Power Seller in accordance with the relevant
 national regulations, and carried out after the procurement of the approvals
 of the competent governmental authority in charge of the examination and
 approval of tariff.

7

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter VI Power metering
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.1                       | Grid-connection Point                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          | The Grid-connection Point between the Power Seller, namely, Sichuan
 Huabang Hydroelectric Development Co., Ltd., and the Power Purchaser is
 located at the T connection point of 544 Lingjiao Line of 110KV Lingjiang
 Substation.                                                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          | The temporary property demarcation point is located at the T connection
 point of 544 Lingjiao Line of 110KV Lingjiang Substation, the maintenance
 work of which shall be undertaken by the Power Seller and Power Purchaser in
 accordance with the temporary property demarcation point. The ownership of
 the equipments installed across the property demarcation point by the Power
 Seller or the Power Purchaser shall belong to the Party who installs
 equipments.                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.2                       | Metering Point                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          | The Metering Point for the metering of the on-grid power output of
 the Power Seller and power output supplied by the Power Purchaser to the
 Power Seller shall be located at the following points (please refer to the
 Appendix hereto for detailed information):                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Metering Point for the on-grid power output of the Power Seller,
 namely, Sichuan Huabang Hydroelectric Development Co., Ltd., will be
 installed at the T connection point of the 544 Lingjiao Line of 110KV
 Lingjiang Substation of the Power Purchaser; in addition, two sets of
 metering devices with the no-load voltage ratio of the potential transformer
 being 110/0.1 and no-load voltage ratio of the current transformer being
 150/5 and 75/5 respectively, will be installed at the above-mentioned points.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3                       | Power output metering devices and relevant facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3.1                     | The Power output metering devices shall include kilowatt-hour meter,
 potential transformer for metering usage, current transformer and secondary
 circuit, and power energy metering box/tank, etc.                                                                                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3.2                     | Power output metering devices shall be allocated in accordance with
 the Technical Administrative Code of Electric Energy Metering (DL/T
 448-2000). Neither auxiliary connection point for disconnecting switch nor
 voltage compensation appliance in any form shall be installed or connected in
 the secondary circuit of potential transformer.                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3.3                     | Static multifunctional kilowatt-hour meter, the technical performance
 of which is in compliance with the requirement of the Alternating Current
 Static Watt-hour Meters for Active Energy(Class 0.2S and 0.5S) (GB/T 17883-1999)
 and the Multifunctional Electricity Meters (DL/T 614-1997), will be adopted.
 The kilowatt-hour meter shall have the function of voltage and current
 recording and storage, shall be equipped with standard communication
 interface, and available for the data local communication and remote
 transmission (or through the power energy remote terminal).

8

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | The technical performance and management status of the electricity
 power metering devices, which has already been adopted and used, shall be
 recognized technically by the electricity energy metering inspection and
 testing agency recognized by the State metering administration authority and
 confirmed by the Power Seller and the Power Purchaser. As for those aspects
 which fail to satisfy the requirements, both Parties shall reach an agreement
 through consultation to provide the time limit for accomplishing the
 transformation.                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.3.4 | Electricity energy meter, capable of metering the on-grid power
 output and the power output supplied by the Power Purchaser to the Power
 Seller respectively, which shall fulfill the requirements of Article 6.3.3
 hereof, shall be installed at the Metering Point metering both the on-grid
 power output and power output supplied by the Power Purchaser to the Power Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.3.5 | Electricity energy metering devices shall be inspected and affixed
 with a seal or seal stamp or other seal measures by the electricity energy
 metering inspection and testing agency recognized by the State metering
 administration authority and confirmed by the Power Seller and the Power
 Purchaser. Neither Party shall unseal, alter the electricity energy metering
 devices and its interconnected lines or replace the components of the
 metering devices without consent of the other Party. In case of any technical
 transformation required by any Party to this Contract, the transformation
 plan shall only be implemented upon the consent from the counterparty and
 with the presence of both Parties to this Contract; and the transformation
 project shall not be put into usage until the completion acceptance has been
 completed.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.4   | The Power Seller shall be responsible for the purchase, installation,
 commissioning, daily management and maintenance of the electric energy
 metering devices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.5   | The verification and check of the electric energy metering devices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.5.1 | The defect investigation and periodic verification and check of the
 electric energy metering devices shall be implemented by the electric energy
 metering inspection and testing agency recognized by the State metering
 administration authority and confirmed by the Power Seller and the Power
 Purchaser, with the presence of both the Power Purchaser and Power Seller; in
 addition, any costs and expenditures incurred shall be borne by the owner of
 the electric energy metering devices.                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.5.2 | Any Party to this Contract is entitled to require the verification
 and check, or testing of the electric energy metering devices other than the
 periodic verification and check at any time, which shall be implemented by
 the electric energy metering inspection and testing agency recognized by the
 State metering administration authority and confirmed by the Power Seller and
 the Power Purchaser. In the event that, after the verification and check, or
 testing, the deviation is considered to be out of the regulated range, the
 costs and expenditures incurred shall be borne by the owner of such
 electricity energy metering devices; in the event that the deviation is
 considered to be within the regulated range, the costs and expenditure
 incurred shall be borne by the Party requiring such verification and check.           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.6   | Resolution for metering abnormality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

9

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|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     | In the event that any party to this Contract notices the abnormality
 or fault of the electric energy metering devices, which affect the metering
 of the power output, it shall immediately notify the other Party and the
 electric energy metering inspection and testing agency confirmed by the Power
 Seller and the Power Purchaser in order to jointly investigate the defect and
 make such electric energy metering devices restore its normal operation as
 soon as possible.
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     | Under normal conditions, the settlement for the power output will
 mainly rely on the data of master meter located on the trade settlement
 point; in case of abnormal conditions, on the basis of adequate consultation
 between both Parties, the power output during the period of abnormal
 conditions shall be determined in light of the information indicated by the
 voltage and current data in storage.                                                                       
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Chapter VII Power output calculation
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1                                  | The on-grid power output and the power output supplied by the Power
 Purchaser to the Power Seller shall be settled on a monthly basis in order to
 realize the goal of accounting by day, settlement by month and clearance at
 the end of the year. The power output shall be calculated in accordance with
 the power output recorded at 8:00 on the 21st day of each month
 which has already been confirmed by both Parties.                                                       
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2                                  | Reading and Recording of the Data for Power Output Settlement                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2.1                                | Under normal conditions, the accounts shall be settled in accordance
 with the power output data recorded by the meter located on the Metering
 Point by the Parties to this Contract.                                                                                                                                                                                                                                                                                                  
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.3                                  | Power Output Calculation                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.3.1                                | On-grid Power Output                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     | On-grid power output shall be the accumulated amount of the total
 power output (reverse Lingjiang Line +forward Chengjiao Lineforward Lingjiang Line) copied
 from the Metering Point in accordance with Article 6.2 herein, which has been
 supplied by the power generator units of the Power Plant to the Power
 Purchaser.                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     | Any wear and tear of the interconnecting transformer of the Power
 Plant due to the penetration power of the Power Purchaser shall be borne by
 the Power Purchaser.                                                                                                                                                                                                                                                                                                                    
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.3.2                                | Power Output Supplied by the Power Purchaser to the Power Seller                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     | Power output supplied by the Power Purchaser to the Power Seller
 means the power output supplied by the Power Purchaser to the Power Seller
 during the startup and testing period of the Power Plant or the complete
 outage of the power generator units due to the Power Sellers reasons, which
 shall be the accumulated account of the reverse power output through the 35KV
 Line of Set-up Substation of Liyuantan Station.                                                    

10

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|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.4                                                      | The on-grid power output and power output supplied by the Power
 Purchaser to the Power Seller shall be respectively settled in light of their
 corresponding power tariff, which shall not be offset.                                                                                                                                                                                                                                                                               
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Chapter VIII Settlement and payment of
 electricity fees
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1                                                      | Calculation of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1.1                                                    | The electricity fees shall be settled in Renminbi.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1.2                                                    | The electricity fees for the on-grid power output shall be calculated
 according to the formula set forth below:                                                                                                                                                                                                                                                                                                                                                                     
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         | Electricity fees =Accumulated Purchased Power Output×the
 Corresponding On-grid Tariff (including tax)                                                                                                                                                                                                                                                                                                                                                                               
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2                                                      | Settlement of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2.1                                                    | After the meter reading carried out by the Parties to this Contract
 in accordance with Article 7.2 hereof, the grid dispatching department shall
 provide the daily check report to the power marketing department for further
 check, accurately calculate the on-grid power output and electricity fees
 according to the check result, fill out the Power Output Settlement Statement
 and Electricity Fees Settlement Statement and settle the electricity fees.                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.3                                                      | The Payment of the Electricity Fees for the Power Output Supplied by
 the Power Purchaser to the Power Seller                                                                                                                                                                                                                                                                                                                                                                        
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         | Before the promulgation of relevant national regulations, the
 electricity fees for the power output supplied by the Power Purchaser to the
 Power Plant which is calculated in light of Article 7.3.2 hereof, shall be
 calculated in accordance with the average power sale tariff of the grid
 enterprise, the payment of which shall be made by the Power Plant within the
 subsequent month.                                                                                    
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.4                                                      | Form of Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         | Any amount payable by any Party to this Contract (Paying Party) to the other Party to this
 Contract (Receiving Party) in
 accordance with this Contract shall be directly remitted to the bank account
 of the Receiving Party as provided in this Contract. In case of any receipt
 of the written notice for the alteration of account opening bank or the bank
 account of the Receiving Party, the Paying Party shall remit the amount
 payable to the altered bank account.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         | The bank account indicated in the Special Invoice for Value-added Tax
 issued by the Receiving Party shall be the same as the bank account provided
 in this Contract or the altered account by written notice.                                                                                                                                                                                                                                                                      

11

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|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.5                                          | Materials and Records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                             | The Parties to this Contract agree to keep the original materials and
 records respectively so as to facilitate the reasonable checking of the
 statements and records or the examination of the accuracy of calculations in
 accordance with this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Chapter IX Liability for breach of
 contract
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1                                          | Any breach of the terms and conditions of this Contract shall be
 considered as the breach of this Contract, the non-defaulting party shall be
 entitled to require the defaulting party to compensate its economic losses
 arising from the breach of contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.2                                          | Besides the provisions stipulated in other chapters hereof, the
 liabilities for beach of contract which shall be assumed by the Power Purchaser
 shall also include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.3                                          | The loss of the power generator units or equipments of the Power
 Plant owned by the Power Seller due to the Power Purchasers Reason shall be
 borne by the Power Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.4                                          | Besides the provisions stipulated in other chapters hereof, the
 liabilities for breach of contract which shall be borne by the Power Seller
 shall also include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.5                                          | The loss incurred by the Power Purchaser, the customer of the power
 supplied by the Power Purchaser or other persons due to the reasons of the
 power generator units, other equipments or facilities of the Power Plant
 owned by the Power Seller, shall be borne by the Power Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.6                                          | In the event that the Power Seller supplies its generated power
 directly to the customers, which breaches the regulations of Article 3.2.3
 hereof, such power supply shall be considered as the breach of contract. In
 the event that the Power Seller takes the power for the office usage outside
 the plant area, employee life and other non-power-generation business, etc. without any consent as the power
 used for the power generation operation, this kind of action, which shall be
 deemed as the breach of contract, shall be rectified immediately; the
 electricity fees for the power supply produced before the completion of the
 rectification work shall be calculated on the basis of the nature of the
 power customers confirmed in accordance with the Regulation on Supply and Utilization of Electricity and
 the corresponding power tariff, which shall be deducted from the electricity
 fees payable by the Power Purchaser to the Power Seller; in addition, the
 on-grid plan of the peak time contract for the period, during which the
 generated power is directly supplied to the customers by the Power Seller,
 shall be deducted by the equivalent power output. In the event that the Power
 Seller fails to correct its breach and continues its defaults, the Power
 Purchaser shall resend to the Power Seller the notice concerning the
 rectification within the prescribed time as the warning; and if the Power
 Seller still fails to rectify its breach, the Power Purchaser is entitled to
 disconnect the Power Seller from its grid, all the consequences and losses of
 which shall be borne by the Power Seller. In addition, the Power Purchaser is
 entitled to refuse the payment of the on-grid electricity fees to the Power
 Seller before the completion of the compensation of the losses caused by the
 Power Seller.

12

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|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.7                                                               | The change of the electric lines connection, the movement, alteration
 and operation of the purchase and sale metering devices, grid-connection
 equipments and other equipments, which has been agreed to be dispatched, used
 and managed by the Power Seller or the Power Purchaser, shall be deemed as
 the material breach of contract; in case of any over calculation caused by
 the aforesaid breaches, besides the return of the balance of the electricity
 fees, the liquidated damages in the amount equivalent to three (3) times of
 such balance shall be paid by the Power Seller. In the event that the
 defaulting period could not be identified, 180 days shall be considered as
 the basis for the calculation of the balance of the power output and
 electricity fees. In case of any other loss incurred by the Power Purchaser,
 such loss shall be borne by the Power Seller.
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.8                                                               | In the event of a breach committed by any Party to this Contract, the
 non-defaulting Party may notify the defaulting Party to cease the breach and
 serve a written notice regarding the breach correction and payment of
 liquidated damages set out in this Contract as soon as possible to the
 defaulting Party. The defaulting Party shall take measures to correct its
 breach immediately, confirm the breach in accordance with this Contract and
 make payment of the liquidated damages or compensate the non-defaulting
 Party.                                                                                                                                                                                                                                                                                                                                                            
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.9                                                               | Before the expiration date stipulated in this Contract, in case of
 any express representation or implication indicated through actions taken by
 any Party to this Contract for the non-performance of this Contract, the
 other Party to this Contract is entitled to require such Party to assume
 relevant liabilities for breach of contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Chapter X Effectiveness and term                                 
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1                                                              | This Contract, which is deemed as the main contract between the Power
 Purchaser and the Power Seller with the Grid Connection and Dispatching
 Agreement as the collateral contract, shall be deemed to be concluded upon
 the signing of the legal representatives or authorized representative and
 being affixed with their respective official stamps of the Parties to this
 Contract, and become effective upon the date of effectiveness stipulated in
 this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2                                                              | The valid term of this Contract shall be from May 17, 2010 to May 17,
 2011. Upon the expiration date of this Contract, this Contract may be
 performed continuously and effectively provided that there is no objection
 from the Parties to this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3                                                              | Within one (1) month before the expiration of this Contract, the
 Parties to this Contract shall consult with each other in relation to the
 extension of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Chapter XI Applicable law                                        
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.1                                                              | The formation, validity, interpretation, performance and dispute
 resolution of this Contract shall be governed by the laws of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Chapter XII Amendment, transfer and termination
 of this contract
|                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.1                                                              | Any modification, amendment or supplement to this Contract shall be
 conducted in written form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

13

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|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.2                            | The Power Purchaser and Power Seller expressly represent that,
 without the written consent from the other Party, neither of them has the
 right to transfer or assign all or part of its rights or obligation as
 stipulated in this Contract to any third party.                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|12.3                            | During the valid term of this Contract, the Parties to this Contract
 agree to adjust and amend this Contract accordingly if any of the following
 events occurs:                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                  | Any changes to the relevant national laws, regulations, rules and
 polices;                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                  | The promulgation and implementation of relevant rules, measures and
 regulations,etc. by the State
 power regulatory authority.                                                                                                                              
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|12.4                            | Termination of this Contract                                                                                                                                                                                                                                                                                                                                        
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | If any of the following events occurs to any Party to this Contract,
 the other Party is entitled to terminate this Contract thirty (30) days after
 the service of the termination notice:                                                                                                                                                                         
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                  | If any Party to this Contract goes bankrupt or liquidated, or the
 business license or the power business permit of any Party to this Contract
 or the Power Plant is revoked;                                                                               
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                  | If any Party to this Contract is merged with the other Party, or all
 or majority of the assets of any Party to this Contract are transferred to
 another entity, which cannot assume all obligations of the transferring Party
 stipulated in this Contract;
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | (3)                                                                                                                                                                                                                                                                                                                                                                  | If the Grid Connection and Dispatching Agreement entered into between
 and by the Parties to this Contract is terminated.                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|Chapter XIII Dispute resolution
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|13.1                            | All disputes arising from the performance of this Contact and in
 connection with this Contract may be resolved through friendly consultation
 or mediation by the power regulatory authority. In the event that no
 settlement can be reached through friendly consultation or mediation, any
 Party to this Contract may submit the dispute to the peoples court.
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|Chapter XIV Miscellaneous      
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|14.1                            | Appendix to this Contract                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | Appendix II: Diagram for the Main Wiring and Metering Points of the
 Power Plant                                                                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | The Appendix to this Contract shall constitute the integral part of
 this Contract, which has the same effect as this Contract.                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|14.2                            | Text                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                              
|                                | The Contract comprises nine (9) pages, and is executed in four (4)
 counterparts, and each Party to this Contract holds two (2) counterparts.                                                                                                                                                                                                                       

14

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|     |                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.3 | The Power Purchaser and the Power Seller have reached the understanding
 for Article 8.2 hereof as below:                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                               
|     | Considering the irregular market and economy order in the current
 period, the Power Seller understands and agrees that the electricity fees
 provided in this Contract shall be paid by the Power Purchaser in accordance
 with the ratio equivalent to the recovery rate of the electricity fees for
 the sold power of the Power Purchaser.

15

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The
Seller: Sichuan Huabang Hydroelectric Development Co., Ltd.

(stamp)

Legal
Representative (or Authorized Representative):

Contact
Person:

Signing
Date: May 17, 2010

Signing
Place:

The
Power Purchaser: Sichuan Cangxi Power Supply Co., Ltd.

(seal)

Legal
Representative (or Authorized Representative):

Contact
Person:

Signing
Date: May 17, 2010

Signing
Place:

16

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Appendix: Power Supply Circuit and Property Rights
Demarcation Diagram

(DIAGRAM)

17

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