| |                      
| | ---------------------
| | Exhibit 4.91         
| |                      
| | Agreement
 No: 200813

|                                   |                                                                                                  
|---------------------------------- | -------------------------------------------------------------------------------------------------
|Grid Connection Economic Agreement
|                                   |                                                                                                  
|Party A (Purchaser):               | Lishui Electric Power Industry Bureau                                                            
|                                   |                                                                                                  
|Party B (Seller):                  | Zhejiang Province Jingning Yingchuan
 Hydroelectric Development Co., Ltd. (Yingchuan Power Plant)

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Name of Power Purchaser: Lishui
Electric Power Industry Bureau

Contact Person: Wu Jianping

Telephone Number: 2100401     Fax: _______ Zip Code: 323000

Mail Address: No.699, Zhongdong Road, Lishui City

Bank of Deposit: Lishui City Chuzhou Sub-branch, Industrial and
Commercial Bank of China

Bank Account: 1210200009021000949

Tax Registration Number: 331100848862337

Business License Number: 3325001001125 (1/1)

Name of Power Seller: Zhejiang Province
Jingning Yingchuan Hydroelectric Development Co., Ltd.

Contact Person: Zha Guoqiang       E-mail:cgq1946@sohu.com

Telephone Number: 13645783722     Fax:0578-2291172

Mail Address: Huangyangkou
Village, Yingchuan Town, Jingning She Ethnic Autonomous County

Zip Code: 323500

Name of Bank
 Account: Zhejiang Province
 Jingning Yingchuan Hydroelectric Development Co., Ltd.

Bank of Deposit: Jingning She Ethnic Autonomous County Sub-branch,
Agricultural Bank of China

Bank Account: 830101040002257

Tax Registration Number: 331127704795331

Business License Number: 331100400000390

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For the purpose of coordinating the
relationship between the Power Seller and the Power Purchaser, specifying the
rights and obligations of both Parties, establishing the normal relationship
among power generation, power purchase and power supply, and smoothly carrying
out sale and purchase of power, in accordance with the Contract Law of the Peoples Republic
of China, the Electric Power Law of the Peoples Republic of
China, the Interim Measures on the Mediation of Power Disputes,
theRegulation
on the Supply and Use of Power, the Administration Regulation on Grid
Dispatching, and other relevant laws and regulations, on the
principle of equality and willingness, the Power Seller and the Power
Purchaser, after consultations, have entered into the following agreement to be
jointly observed and strictly implemented (this Agreement):

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|1.  | Definition
 and Interpretation                                                                           
|    |                                                                                                          
|1.1 | Unless the context
 otherwise requires, the terminologies of this Agreement shall be defined as
 follows:

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.1 | Power Plant
 refers to the power generation facilities with the total installed capacity
 of 40,000 kw (with the capacity of 20,000 kw per unit, the total number of
 generators is two, specifically, No.1 and 2) owned, constructed, operated and
 managed by the Power Seller and all auxiliary facilities stretching to the
 Division Point of Property, which are located within Jingning County.                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.2 | Annual Actual On-grid
 Electricity Output refers to the electricity output
 transmitted to the Power Purchaser at the Metering Point each year. The
 metering unit for electricity output is kwh.                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.3 | Power Purchasers Cause
 refers to the requirements raised by or liabilities assumed by the Power
 Purchaser, including the liabilities assumed by the Power Purchaser due to
 the failure to implement relevant State provisions and standards, etc.,
 which results in the enlargement of the scope of accidents.                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.4 | Power Sellers Cause
 refers to the requirements raised by or liabilities assumed by the Power
 Seller, including the liabilities assumed by the Power Seller due to the
 failure to implement relevant State provisions and standards, etc.,
 which results in the enlargement of the scope of accidents.                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.5 | Metering Point
 refers to the points on which the electric energy metering devices are
 installed as indicated on Appendix II hereto. Metering points are generally
 located at the division point of property of both Parties. In the event that
 the electric energy metering devices cannot be installed at the division
 point of property of both Parties, then the installation point shall be
 determined by both Parties through consultation.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.6 | Grid Connection
 refers to the transmission of the power generated by the Power                                                                                                                                                                                                                                                                                                                                                                       

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|       |                                                                                                                                                                                                                                           
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | Seller to the Power Purchasers grid.                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                           
|1.1.7  | Method of Grid Connection
 refers to the method for the connection between the Power Plant of the Power
 Seller and the grid of the Power Purchaser.                                                                                    
|       |                                                                                                                                                                                                                                           
|1.1.8  | Division Point of Property
 refers to the division point of the assets of the Power Seller and the assets
 of the Power Purchaser.                                                                                                      
|       |                                                                                                                                                                                                                                           
|1.1.9  | Regulations
 refers to all laws, administrative regulations, rules, provisions, policies,
 decrees, orders, instructions, notices, requirements, interpretations, etc.
 promulgated by the State, government and government departments.
|       |                                                                                                                                                                                                                                           
|1.1.10 | On-grid Output
 refers to the electricity output transmitted to the Power Purchasers grid by
 the Power Plant of the Power Seller.                                                                                                     
|       |                                                                                                                                                                                                                                           
|1.1.11 | Grid Supply Output
 refers to the electricity output transmitted to the Power Plant of the Power
 Seller from the grid of the Power Purchaser.                                                                                          
|       |                                                                                                                                                                                                                                           
|1.1.12 | CT refers to
 current transformer.                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                           
|1.1.13 | PT refers to
 potential transformer.                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                           
|1.1.14 | Power Factor
 refers to the factor of power.                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                           
|       | Average Monthly Power Factor
 refers to the monthly average of the factor of power, which may be calculated
 in accordance with the following formula:                                                                                  
|       |                                                                                                                                                                                                                                           
|       | Average Monthly Power Factor =active component of current month/                                                                                                                                                                          
|       |                                                                                                                                                                                                                                           
|       | (EQUATION)                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                           
|1.1.15 | On-grid Tariff
 refers to the tariff executed for the purchase of power by the Power
 Purchaser from the Power Seller.                                                                                                                  
|       |                                                                                                                                                                                                                                           
|1.1.16 | Grid Supply Tariff
 refers to the tariff executed for the purchase of power by the Power Seller
 from the Power Purchaser.                                                                                                              
|       |                                                                                                                                                                                                                                           
|1.1.17 | On-grid Electricity Fees
 refers to the fees paid to the Power Seller for the purchase of On-grid
 Output by the Power Purchaser.                                                                                                       
|       |                                                                                                                                                                                                                                           
|1.1.18 | Grid Supply Electricity Fees
 refers to the fees paid to the Power Purchaser for the purchase of Grid
 Supply Output by the Power Seller.                                                                                               
|       |                                                                                                                                                                                                                                           
|1.1.19 | Peak Period
 refers to 8:00 to 22:00                                                                                                                                                                                                    

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|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    | Valley Period
 refers to 22:00 to 8:00 of the next day                                                                                                                                                                                                                                                                                                                                  
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.20                              | Force Majeure refers to the
 objective events which cannot be predicted, avoided or overcome, including
 eruption of volcano, tornado, tsunami, snowstorm, mudslide, landslide, flood,
 fire, failure of water to reach the designed standard, earthquake, typhoon,
 thunder and lightening and fog flash beyond the designed standard, nuclear
 radiation, war, plague, turbulence etc.
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|1.2     Interpretation             
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|1.2.1                               | This Agreement shall be binding on the legal successor or assignee of
 any Party, unless otherwise agreed by the Parties. When the circumstance
 provided in this paragraph occurs, relevant obligors shall perform necessary
 notification obligation and perfect legal procedures in accordance with law.                                                                               
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|1.2.2                               | Unless the context otherwise requires, the day, month and year
 referred to in this Agreement shall refer to the day, month and year of the
 Gregorian calendar.                                                                                                                                                                                                                          
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|1.2.3                               | The word include in this Agreement refers to including, without
 limitation.                                                                                                                                                                                                                                                                                                            
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.     Obligations
 of both Parties
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.1                                 | The obligations of the Power Purchaser shall include the following:                                                                                                                                                                                                                                                                                                                       
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.1.1                               | To purchase the electricity generated by the Power Plant owned by the
 Power Seller in accordance with the plan of generation output made by
 relevant governmental authority.                                                                                                                                                                                                            
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.1.2                               | To comply with the Grid Connection and Dispatching Agreement entered
 into by and between both Parties, operate and maintain relevant transmission
 and transformation facilities in accordance with the standards of the State
 and power industry, and maintain the safe, high grade and economic operation
 of power system.                                                           
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.1.3                               | To implement power dispatching and information disclosure publicly,
 impartially and fairly in accordance with relevant State provisions and to
 furnish relevant information concerning electricity utilization load, reserve
 capacity, operational status of transmission and transformation facilities, etc.
 so as to perform this Agreement.                                        
|                                    |                                                                                                                                                                                                                                                                                                                                                                                           
|2.1.4                               | To provide the Power Seller with the power needed for the re-start of
 generator units of the Power Plant in accordance with relevant State
 provisions or agreements of both Parties.                                                                                                                                                                                                    

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1.5 | To strictly execute the Administration Regulation on Grid Dispatching,
 the Rules
 on the Power System Dispatching of Zhejiang Province, and
 administration systems of power production and operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1.6 | To comply with the unified administration of power grid and to
 execute the Notice concerning Administration Regulations on the Operation of the
 Connection of Power Plants of Zhejiang Province, Local Grids and Zhejiang
 Grid (Trial).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2   | The obligations of the Power Seller shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.1 | To sell the electricity which is in compliance with the standards of
 the State and power industry to the Power Purchaser in accordance with this
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.2 | To observe the Grid Connection and Dispatching Agreement entered into
 by and between both Parties, to follow the uniform power dispatching, and to
 strictly execute the Administration Regulation on Grid Dispatching,
 the Rules
 on the Power System Dispatching of Zhejiang Province, and
 administration systems of power production and operation; to operate and
 maintain the Power Plant in accordance with the standards of the State and
 power industry and dispatching rules so as to ensure the operational capacity
 of generator units to reach the requirements of technical standards and rules
 issued by relevant government departments of the State, and maintain the
 safety, high grade and economic operation of power system.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.3 | To provide the Power Purchaser with production report forms,
 reliability index of generator units of the Power Plant and the operational
 status of the facilities every month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.4 | To disburse reasonable cost incurred by the Power Purchaser for the
 provision of auxiliary service with consideration as required in accordance
 with relevant State provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.5 | Not to carry out power supply business directly with the customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2.6 | To install electric power load control device and information
 collection device of the Power Plant in accordance with the State provisions,
 to be responsible for the protection and monitoring of the normal operation
 of the devices mentioned above; and in case of abnormity, to notify the Power
 Purchaser in a timely fashion. In the event that the aforesaid devices are
 damaged due to the Power Sellers Cause, the Power Seller shall be liable for
 compensation. The Power Purchaser shall be responsible for the maintenance
 and management of the electric energy metering device, electric power load
 control device and information collection device of the Power Plant which have
 been installed.                            

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|      |                                                                                                                                                                                                                                                                           
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2.7 | To strictly execute the active curve, voltage curve and power factor
 curve ordered by the Power Purchaser for grid connection.                                                                                                                                           
|      |                                                                                                                                                                                                                                                                           
|2.2.8 | To formulate the on-site operational manuals and security measures
 for the safe operation of the Power Plant which shall be filed with the Power
 Purchaser for record and which shall not be in conflict with the aforesaid
 provisions and the terms of this Agreement.

|    |                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.  | Method and
 Capacity of Grid Connection                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                              
|3.1 | Method of Grid Connection: the grid connection voltage level of the
 Power Seller is 110 kv. The power generated by Party B can be transmitted to
 110kv Jingning Substation of Jingning power grid through 110kv Chuanning 1085
 Line.      
|    |                                                                                                                                                                                                                                              
|3.2 | Capacity of Grid Connection: 40,000kw, including two generator units
 with a unit capacity of 20,000kw, specifically, No.1 and No.2 generator
 units.                                                                                        
|    |                                                                                                                                                                                                                                              
|4.  | Division of Property and Maintenance & Management                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                              
|4.1 | The Division Point of Property shall be set at the connection point
 of the down lead of No.1 standard bar at the side line of 110kv Chuanning
 1085 Line outside of wall of 110kv Jingning Substation.                                      
|    |                                                                                                                                                                                                                                              
|4.2 | Scope for the liability of maintenance and management of the
 facilities: Party A shall be responsible for the section beside the
 substation where the Division Point of Property is located and Party B shall
 be responsible for the rest.
|    |                                                                                                                                                                                                                                              
|5.  | Metering of
 Electric Power                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                              
|5.1 | The Metering Point of On-grid Output and Grid Supply Output of the
 Power Plant shall be set at the following point:                                                                                                                         

| |     |                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | side 110kv of No. 1 major transformer of Yingchuan Power Plant
 Step-up Substation, the no-load voltage ratio of CT shall be 400/5=80, the
 comprehensive no-load voltage ratio=80×1,100=88,000. 
| |     |                                                                                                                                                                                                  
| | (2) | side 10kv of No. 2 major transformer of Yingchuan Power Plant Step-up
 Substation, the no-load voltage ratio of CT shall be 1,250/5=250, the
 comprehensive no-load voltage ratio=250×100=25,000.
| |     |                                                                                                                                                                                                  
| | (3) | Yingchuan Power Plant shall assume the line loss of the On-grid (Grid
 Supply) Output of 110kv Chuanning Line 1085 which is calculated as 2%.                                                    

|    |                                                                                           
|--- | ------------------------------------------------------------------------------------------
|5.2 | The electric
 energy metering devices shall include kilowatt-hour meter, potential voltage

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | transformer for metering, current transformer, secondary
 circuit and electric energy metering tank/case, etc. The metering checking
 department of the Power Purchaser (the metering institute authorized by the
 State) shall be responsible for the checking, installation, replacement and
 sealing of the electric energy metering devices and both Parties may
 supervise it on the spot. The Power Seller may, when necessary, install
 self-equipped electric energy metering devices on the non-metering points so
 as to verify the accuracy of the metering devices of the Power Purchaser,
 (provided that the quality of such devices shall be subject to the
 examination of the legal or authorized metering checking institute of the
 State). In case of any default to the metering devices of the Power
 Purchaser, the data on the metering devices of the Power Seller may be used
 for reference.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.3 | The Power Purchaser shall enseal the kilowatt-hour meter, the front
 and back door of the electric energy metering screen (tank/case) (including
 marshal panel and rosette of CT circuit terminal), PT terminal tank
 (including PT metering circuit fuse) and the knife of differential pressure
 transmitter, all of which shall not be unsealed by the Power Seller without
 permission except under emergency circumstances. In the event that the Power
 Seller must unseal such devices mentioned above under emergency
 circumstances, it shall report to the Power Purchaser within twelve (12)
 hours after the unsealing and provide the Power Purchaser with relevant
 evidential documents or records regarding the occurrence of the emergency.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.4 | Treatment of metering abnormality. In the event that any Party finds
 any abnormality or default to the electric energy metering devices which
 affects the metering of electric energy, such Party shall notify the other
 Party and the metering examination institute recognized by both Parities
 immediately so as to jointly find out the problems and to restore the normal
 metering as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Under normal circumstances, the settlement electricity output shall
 be determined based on the data indicated on the main meter of trade
 settlement metering point. In the event that the main meter appears abnormal,
 then the data indicated on the sub-meter shall prevail. In the event that
 both the main meter and sub-meter of trade settlement metering point appear
 abnormal, the data indicated on the main meter of the counterparty shall
 prevail. In case that the main meter of the counterparty appears abnormal,
 then the data indicated on the sub-meter of the counterparty shall prevail.
 As for other abnormal circumstances, on the basis of fully consultations
 between both Parties, the electricity output within the abnormal period shall
 be determined in accordance with the information provided by the no-voltage
 records and no-voltage time metering devices, etc.          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.  | Purchase and Sale of Electricity Output                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1 | Purchase and sale of On-grid Output                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.2 | The Power Purchaser shall approve the On-grid Output plan of the
 Power Seller within                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | different period of time each month in accordance with the
 requirements of safe operation of the grid. The Power Seller shall strictly
 generate power in accordance with the On-grid Output plan index approved by
 the Power Purchaser.                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.3 | On-site excerption date of the settlement electricity output. Prior
 to the startup operation of distant terminal of electric energy output of the
 Power Purchaser, the recorded data shall be the data at 24:00 indicated in
 the clause (3) by using the frozen function of the kilowatt-hour meter and
 shall be written down on the spot the next day as agreed by the staff of both
 Parties.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.4 | In the event that the On-grid Output exceeds the index of the monthly
 plan arranged by the Power Purchaser due to the Power Sellers Cause, the
 Power Purchaser will not purchase the portion of the On-grid Output exceeding
 3 of the planned index; in the event that the On-grid Output exceeds the
 index of the monthly plan arranged by the Power Purchaser due to the Power
 Purchasers Cause, the Power Purchaser shall purchase the exceeding portion.
 However, the total On-grid Output of the year of the Power Seller shall not
 exceed the planned index arranged by the Power Purchaser.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.5 | In the event that the On-grid Output is below the index of the
 monthly plan due to the Power Purchasers Cause, as for the difference
 between the On-grid Output and the index of the monthly plan, the Power
 Purchaser agrees to transfer such difference for the usage of next month. In
 the event that the On-grid Output is below the index of the monthly plan
 arranged by the Power Purchaser due to the Power Sellers Cause, such
 difference of current month shall be cancelled.                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.6 | The Power Seller shall generate power in strict compliance with the
 active curve, and power factor curve of daily power generation instructed by
 the Power Purchaser and transmit the qualified on-grid electric power to the
 Power Purchaser. The permitted deviation of power generation active curve is
 ±3% and the Power Purchaser will not pay fees for the portion above 3% of the
 power generation active curve, and deduct the deficiency electricity portion
 below 3% of the power generation active curve correspondingly from the index
 of current month electricity.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The permitted deviation of power factor curve is ±0.01and the active
 electricity output generated during the period over the permitted deviation
 shall be calculated on 0.8 times.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In the event that the operation of the Power Seller is over the ±3%
 of active curve and ±0.01 of power factor curve in accordance with the
 requirements of the Power Purchaser, then the On-grid Output shall be settled
 in accordance with the actual output.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.7 | The Power Purchaser will purchase the electricity from the Power
 Seller on the principle of competitive bidding for grid connection when the
 timing is ripe.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.  | Tariff, Electricity Fees and Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.1 | Both the Power Purchaser and the Power Seller shall strictly execute
 the tariff approved by the price regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.2 | The peak On-grid Tariff for the power transmitted from the Power
 Seller to the Power Purchaser shall be RMB0.535/kwh and the valley On-grid
 Tariff shall be RMB0.268/kwh. The power transmitted from Power Purchaser to
 the Power Seller shall execute the uniform non-industrial tariff of Zhejiang
 Province.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.3 | In the event that the tariff is adjusted during the valid period of
 this Agreement, then the adjusted tariff shall apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.4 | The aforesaid tariff shall include taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.5 | The Power Purchaser shall issue the clearance list of the previous
 month prior to the 10th of each month and the Power Seller shall
 issue invoice to the Power Purchaser at the same time and settle the
 electricity fees with the Power Purchaser on the third month. The payment
 shall be delayed accordingly upon statutory holiday and vacation.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.6 | As for the Grid Supply Electricity Fees transmitted from the Power
 Purchaser to the Power Seller, the Power Purchaser shall issue electricity
 fee invoice to the Power Seller prior to the 10thof the next
 month and the Power Seller shall pay off such fees prior to the 10th
 of each month. The payment shall be delayed accordingly upon statutory
 holiday and vacation.                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.7 | The Grid Supply Electricity Fees transmitted from the Power Purchaser
 to the Power Seller shall be calculated in accordance with the following
 formula:                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Grid Supply Electricity Fees=Grid Supply Electric Energy Fee
 (1±Adjusted Value of Power Factor)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Among which, Grid Supply Electric Energy Fee=Grid Supply Output×Grid
 Supply Tariff                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Grid Supply Output=(End Degree for the Grid Supply of this Month
 indicated in Yingchuan Power Plant Step-up Substation No.1 Major Transformer
 110kv Side - Start Degree for the Grid Supply of this Month indicated in
 Yingchuan Power Plant Step-up Substation No.1 Major Transformer 110kv
 Side)×88,000/(1-2%)+(End Degree for the Grid Supply of this Month indicated
 in Yingchuan Power Plant Step-up Substation No.2 Major Transformer 10kv Side
 - Start Degree for the Grid Supply of this Month indicated in Yingchuan Power
 Plant Step-up Substation No.2 Major Transformer 10kv Side)×25,000/(1-2%).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.8 | The On-grid Electricity Fees shall be calculated in accordance with
 the following formula when all indexes are in compliance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | On-grid Electricity Fees=On-grid Peak Output×Peak Tariff + On-grid
 Valley Output × Valley Tariff                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Among which, On-grid Peak Output=(End Degree for the On-grid Peak of
 this month indicated in Yingchuan Power Plant Step-up Substation No.1 Major
 Transformer 110kv Side - Start Degree for On-grid Peak of this month
 indicated in Yingchuan Power Plant Step-up Substation No.1 Major Transformer
 110kv Side)×88,000×(1-2%);                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On-grid Valley Output=(End Degree for the On-grid Valley of this
 month indicated in Yingchuan Power Plant Step-up Substation No.1 Major
 Transformer 110kv Side- Start Degree for On-grid Valley of this month
 indicated in Yingchuan Power Plant Step-up Substation No.1 Major Transformer
 110kv Side)×88,000×(1-2%)                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.9 | In the event that both Parties cannot reach agreement on the metering
 of electric energy or electricity fees, both Parties shall firstly pay off
 electricity fees on the basis of settlement list (invoice), thereafter, both
 Parties shall negotiate on the refund or further payment of electricity fees
 in accordance with the provisions of Regulations regarding electric power and
 metering.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Both Parties agree to keep original materials and records
 respectively for the examination of statements and records or double-check of
 the accuracy of the calculation within the reasonable scope in accordance
 with this Agreement.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.1 | Both Parties affected by the Force Majeure shall take reasonable
 measures so as to mitigate the losses incurred by one Party or both Parties
 due to the Force Majeure. Both Parties shall consult, formulate and
 carry out the remedies and reasonable replacement measures in a timely
 fashion so as to mitigate or eliminate the impact caused by the Force
 Majeure.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | In the event that the Party affected by the Force Majeure fails to
 make efforts to take reasonable measures to mitigate the impact caused by the
 Force
 Majeure, then such Party shall be liable for the expanded losses
 caused by such failure.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.2 | In the event that the Force Majeure impedes any Party to
 fulfill its obligations over thirty (30) days, both Parties shall negotiate
 and determine whether to continue to perform this Agreement or to terminate
 this Agreement. In the event that both Parties fail to reach agreement on the
 conditions for the continued performance of this Agreement or the termination
 of this Agreement sixty (60) days after the occurrence of the Force
 Majeure, then any Party shall have the right to notify the other
 Party to rescind this Agreement, unless otherwise provided herein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3 | In the event that the Power Seller or Power Purchaser is unable to
 fulfill its obligations of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------
|    | the sale or purchase of power under this Agreement due to
 governmental acts, change of law, or substantial change of power market, then
 both Parties shall, on the principle of fairness and reasonableness, consult
 with each other to resolve it as soon as possible, or make proper amendments
 to this Agreement if necessary.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.4 | In the event that the occurrence of the Force Majeureimpedes any
 Party to fulfill its obligations under this Agreement, then such Party may
 suspend its performance under the following circumstances:                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                 
|    | 8.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the scale and time of the suspension of performance does not exceed
 the scale and time affected by the Force Majeure.          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                 
|    | 8.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Party affected by the Force Majeure continues to perform its
 other obligations which are not affected by the Force Majeure.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.5 | In the event that any Party is unable to fulfill its obligations
 under this Agreement due to the Force Majeure, such Party shall
 immediately notify the other Party. The aforesaid notice shall describe the
 nature of the Force Majeure event, the estimated enduring period, and
 the actions already taken by the affecting Party for the mitigation of
 impact.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.  | Liability for Breach of Contract and
 Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1 | In case of breach of contract, the breaching Party shall assume
 liabilities in accordance with relevant provisions of the Contract
 Law of the PRC, theElectric Power Law of the PRC, the Regulation
 on the Supply and Use of Power, the Administration Regulation on Grid
 Dispatching, the Rules on the Operation of Power Supply,
 and other relevant laws and regulations concerning electric power. The
 breaching Party shall also be liable for the losses incurred by the other
 Party.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.2 | With respect to the dispatching contact, both Parties shall enter
 into a separate dispatching agreement. In case that the Power Seller does not
 follow the dispatching instruction by the Power Purchaser, the Power
 Purchaser shall have the right to restrict the on-grid load of the Power
 Seller, or even to pull brake for disconnection. All consequences thereof
 shall be assumed by the Power Seller itself.                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.3 | In the event that the Power Seller violates Article 5.3 of this
 Agreement and unseals the seal privately, unseals privately the electric
 power load control device and power plant information collection device,
 disconnecting the work power, or take other actions which make the devices
 function abnormally, in accordance with Article 100 of the Rules on
 the Operation of Power Supply,the Power Seller shall pay
 RMB5,000 each time to the Power Purchaser as electricity fees for defaulting
 usage.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.4 | In the event that the Power Seller supplies or resupplies in private
 the power to the power equipments which have nothing do with the power use of
 the Power Plant, or introduce                                                                                                                                                                                                                                                                                                                                  

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
|    | other power source in private, then the Power Seller shall be ordered
 to remove the connection line, deliver written statement, and pay RMB500 per
 kilowatt (kilovar) to the Power Purchaser as electricity fees for defaulting
 usage in accordance with the capacity supplied, resupplied or introduced.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.5 | The Power Seller shall assume full liability if any accident occurs
 to the system of the Power Purchaser due to the Power Sellers Cause.                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.6 | If any Party incurs any loss due to any of the following events, the
 other Party shall not assume any liability:                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                         
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Force
 Majeure;         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                         
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any Partys own fault;  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                         
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any third partys fault.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | Dispute Resolution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In case of any dispute arising out of the performance of this
 Agreement, both Parties shall resolve it through consultation in accordance
 with the principles of this Agreement. In the event that such dispute cannot
 be resolved through consultation, then both Parties may jointly apply to the
 electric regulatory agency for mediation. In case that such dispute cannot be
 resolved by mediation, then any Party may bring lawsuit to the peoples court
 of the signing place of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.1 | This Agreement shall come into effect after having been signed and
 sealed by both Parties. In the event that any Party proposes to amend this
 Agreement after the effectiveness of this Agreement, such amendment shall be
 done in written form and subject to the agreement reached by both Parties
 through consultation. In case of changes of national policies, both Parties
 shall amend or supplement this Agreement in accordance with the adjusted
 policies. The amended or supplementary agreement shall have the same legal
 effect as this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.2 | Any Party shall not transfer its rights or obligations under this
 Agreement without the prior written consent of the other Party.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.3 | In the event that any Party fails to perform its obligations within
 the agreed time limit, then the other Party shall have the right to notify
 such Party in writing to rescind this Agreement.                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.4 | The valid term of this Agreement shall be three (3) years, commencing
 from October 1,                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

- 13 -

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|     |                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 2008 to September 30, 2011. In the event that both Parties do not
 propose to amend or require to rescind this Agreement prior to the expiration
 date of this Agreement, then the valid term of this Agreement shall be
 extended for another two (2) years. Thereafter, it may be deduced by analogy.
|     |                                                                                                                                                                                                                                                                                                        
|11.5 | This Agreement shall be signed in two (2) originals and each Party
 shall hold one (1). This Agreement shall also be signed in four (4)
 duplicates and each Party shall hold two (2). The duplicates shall have the
 same legal effect as the originals.                                              

- 14 -

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The Power
Purchaser: Lishui
Electric Power Industry Bureau

(seal)

Address: No.699, Zhongdong Road, Lishui City

Legal Representative: Du Xiaoping

(Authorized Representative)

|                   |                                                                          
|------------------ | -------------------------------------------------------------------------
|The
 Power Seller: | Zhejiang
 Province Jingning Yingchuan Hydroelectric Development Co., Ltd.

(seal)

Address: Huang Yang Kou Village, Yingchuan Town, Jingning She Ethnic
Autonomous County

Legal Representative: John Douglas Kuhns

(Authorized Representative)

October 2008

- 15 -

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