Exhibit 4.106

GRID CONNECTION AND DISPATCHING AGREEMENT

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CONTENT

|              |                                  |                                                           |                |    | 
|------------- | -------------------------------- | --------------------------------------------------------- | -------------- | -- | 
|Chapter I     | Definitions and
 interpretations | 4                                                         |               
|              |                                  |                                                           |                |    | 
|Chapter II    | Representations of
 both parties | 7                                                         |               
|              |                                  |                                                           |                |    | 
|Chapter III   |                                  | Obligatins of both
 parties                               | 7              |   
|              |                                  |                                                           |                |    | 
|Chapter IV    |                                  | Conditions for
 grid connection                           | 9              |   
|              |                                  |                                                           |                |    | 
|Chapter V     |                                  | Dispatching and
 operation                                | 10             |   
|              |                                  |                                                           |                |    | 
|Chapter VI    |                                  | Power generation
 plan                                    | 12             |   
|              |                                  |                                                           |                |    | 
|Chapter VII   |                                  | Equipment overhaul                                        | 13             |   
|              |                                  |                                                           |                |    | 
|Chapter VIII  |                                  | Relay protection
 and automatic safety devices            | 15             |   
|              |                                  |                                                           |                |    | 
|Chapter IX    |                                  | Dispatching
 automatization                               | 18             |   
|              |                                  |                                                           |                |    | 
|Chapter X     |                                  | Dispatching
 communication                                | 19             |   
|              |                                  |                                                           |                |    | 
|Chapter XI    |                                  | Accident
 investigation and settlement                    | 21             |   
|              |                                  |                                                           |                |    | 
|Chapter XII   |                                  | Force majeure                                             | 22             |   
|              |                                  |                                                           |                |    | 
|Chapter XIII  |                                  | Liability for
 breach of agreement                        | 23             |   
|              |                                  |                                                           |                |    | 
|Chapter XIV   |                                  | Effectiveness and
 term                                   | 26             |   
|              |                                  |                                                           |                |    | 
|Chapter XV    |                                  | Modification,
 transfer and termination of this agreement | 26             |   
|              |                                  |                                                           |                |    | 
|Chapter XVI   |                                  | Dispute resolution                                        | 27             |   
|              |                                  |                                                           |                |    | 
|Chapter XVII  |                                  |                                                           | Applicable law | 27 | 
|              |                                  |                                                           |                |    | 
|Chapter XVIII |                                  |                                                           | Miscellaneous  | 28 | 

2

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(AGREEMENT NUMBER: 2010001)

GRID CONNECTION AND DISPATCHING AGREEMENT

This Grid Connection and Dispatching
Agreement (this Agreement) is entered into by and between the two parties set
forth below:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Party
 A: | Sichuan Cangxi Power Supply Co., Ltd., a grid operation
enterprise, which is registered with the Administration for Industry and
Commerce of Cangxi County, Guangyuan City, Sichuan Province, with the
tax registration number of 510824206100402 and legal address at No.13,
Renmin West Road, Lingjiang Town, Cangxi County, whose legal
representative is Zhang Rong An;                                                                                                                                                                                                                              
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Party
 B: | Sichuan Huabang Hydroelectric Development
 Co., Ltd., a power generation enterprise with legal person
 status, which is registered with the Administration for Industry and Commerce
 of Sichuan Province, having obtained the power business permit for the
 power generation of the hydropower station referred hereof (with the permit
 number of 1052508-00613   ), which is issued by the power regulatory
 commission of______, with the tax registration number of 51082466027032-1
 and legal address at Huifeng Garden, Binjiang Road, Cangxi County,
 whose legal representative is John Kuhns.

WHEREAS:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Party A operates and manages the power grid available for the
 operation of the power station, and agrees the grid-connection operation of
 the power station owned by Party B in accordance with the stipulations of
 this Agreement;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Party B owns, operates and manages the Cangxi Liyuan Hydropower
 Station (the Power Station)
 over the Donghe River, the branch river of Jialingjiang River, which is
 located at Renhe Village, Zhongtu Township, Cangxi County, Sichuan Province,
 with a total installed capacity of 12MW, and agrees to connect the Power
 Station to the grid owned by Party A in accordance with the stipulations of
 this Agreement.

In order to ensure the safety, high quality
and economic operation of the electric power system, regulate the dispatching
and on-grid operations, and protect the lawful rights and interests of the two
parties to this Agreement (hereinafter collectively referred to as both Parties as well as individually as
Party), on the principle of equality, willingness and good faith, both
Parties hereto have entered into this Agreement through consultations in
accordance with the Electric Power Law of the Peoples Republic of China,
theContract
Law of the Peoples Republic of China, the Administration Regulations on the
Dispatching of Power Grids and other relevant laws and regulations
of the Peoples Republic of China.

3

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Chapter I Definitions and interpretations

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1    | Unless otherwise required by the context, the following terms used in
 this Agreement shall have the meanings set forth as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.1  | Power Dispatching Agency
 refers to the power dispatching center of Sichuan Cangxi Power Supply Co.,
 Ltd., an agency for the organization, direction, guidance and
 coordination of the power system operation in accordance with law, which is
 affiliated to Party A;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.2  | Power Station refers
 to the power generation facilities and all its auxiliary facilities
 stretching to the property demarcation point in the Donghe River, the
 branch river of Jialingjiang River, which is owned and operated and managed
 by Party B and located at Renhe Village, Zhongtu Township, Cangxi County,
 Sichuan Province, with a total installed capacity of 12 MW (six
 (6) generator units have been installed, which are No.1 generator unit with
 the capacity of 2 MW, No.2 with the capacity of 2 MW, No.3 with
 the capacity of 2 MW, No.4 with the capacity of 2 MW, No.5 with
 the capacity of 2 MW and No.6 with the capacity of 2 MW, please
 refer to Appendix II for technical parameters of such generator units).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.3  | Grid-connection Point
 refers to the interconnection points between the Power Station and the power
 grid (please refer to Appendix I).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.4  | Initial Grid Connection Date
 refers to the first day for the synchronous connection of the Power Station
 (generator units) and the grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.5  | Application Letter for Grid
 Connection refers to the written application documents submitted
 by Party B to Party A for the grid-connection of its Power Station (generator
 units).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.6  | Grid-connection Form
 refers to one systematic connection form between the Power Station (generator
 units) and the power grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.7  | AGC refers to
 Automatic Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.8  | AVC refers to
 Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.9  | RTU refers to Remote
 Terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.10 | Disconnection insofar
 as this Agreement is concerned, specially refers to the electric interruption
 of the connection between the power grid and the generation equipments which
 are interconnected to the power grid for operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.11 | Special Operation Mode
 refers to the operation arrangement for the abnormal line connection mode of
 the Power Station or the power grid, which is different from the normal line
 connection mode, as a result of certain demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.12 | Unit Available Capacity
 refers to the output of the generator units after the modification as required
 by the restrictions of the equipment conditions from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

4

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.13 | Planned Outage refers
 to the status of the units of Power Station during the planned overhaul and
 reserve periods, including the general overhaul, the maintenance, the planned
 overhaul for general service system, and the holiday repairing, the
 elimination of defects during off-break period, the shutdown reserve, and etc.
 which are required by the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.14 | Unplanned Outage
 refers to the unavailable status of the units of the Power Station other than
 Planned Outage. Based on the outage urgency, the Unplanned Outage can be
 classified into five categories: (1) immediate outage; (2) the outage which
 could be delayed for a short while but the units must exit within six hours;
 (3) the outage which could be postponed over six hours but the units must
 exit within seventy-two hours; (4) the outage which could be deferred over
 seventy-two hours but the units must exit before the next Planned Outage; and
 (5) the prolonged outage which is beyond the period of the Planned Outage.                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.15 | Forced Operation Outage
 refers to the unplanned operation outage listed out as categories (1), (2)
 and (3) described in Article 1.1.14 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.16 | Equivalent Derated Output Outage
 Hours refers to the outage hours calculated in accordance with
 the maximum output on the nameplate, which are converted from the derated
 output hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.17 | Equivalent Unplanned Outage Hours
 refers to the sum of the hours for the Unplanned Outage and equivalent hours
 for unplanned derated output.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.18 | Annual Allowable Planned Outage
 Hours refers to the allowable Planned Outage hours for any given
 year determined by both Parties in accordance with the classification of the
 same class generator unit model connected to the same grid, on the basis of
 the recommendations from the equipment manufacturer and the operation
 conditions of the on-grid generator units, which could be divided into the
 Annual Allowable Planned Outage Hours for general overhaul year and the
 Annual Allowable Planned Outage Hours for the year without general overhaul.                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.19 | Annual Allowable Equivalent
 Unplanned Outage Hours refers to the equivalent allowable
 Unplanned Outage hours for any given year determined by both Parties in
 accordance with the classification of the same generator unit model connected
 to the same grid, on the basis of the recommendations from the equipment
 manufacturer and the operation conditions of the on-grid generator units,
 which can be divided into the Annual Allowable Equivalent Unplanned Outage
 Hours for general overhaul year and the Annual Allowable Equivalent Unplanned
 Outage Hours for the year without general overhaul. The Unplanned Outage
 herein refers to the Unplanned Outage due to Party Bs Reason.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.20 | Daily Power Generation Dispatching
 Plan Curve refers to the curve formulated by the Power
 Dispatching Agency per day to determine the power generation output of every
 time period for the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.21 | Emergencies refers to
 the material accidents occurred to the power generation or supply facilities
 within the power system, including the conditions the grid frequency or
 voltage being                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

5

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | over the prescribed limit, the loading of the transmission and
 transformation facilities being over the regulated value, the power value of
 the main lines being over the specified stable limit, and other operation
 situations that may threaten the safe operation of the power grid, and cause
 the breakdown of the power system to the extent of a large area power-cut.                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.22 | Dispatching Regulation of Power
 System refers to the regulations to regulate the dispatching and
 operation of the power system in the local area, which is formulated in
 accordance with the Administration Regulations on the Dispatching of
 Power Grids, national and power industry standards.                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.23 | Party As Reason
 refers to Party As requirement or liabilities that may be attributed to
 Party A, including the liabilities for enlargement of accidents, which shall
 be assumed by Party A, due to the non-implementation of the relevant
 national regulations and standards and etc. by Party A.                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.24 | Party Bs Reason
 refers to Party Bs requirement or liabilities that may be attributed to
 Party B, including the liabilities for enlargement of accidents, which shall
 be assumed by Party B, due to the non-implementation of the relevant national
 regulations and standards and etc. by Party B.                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.25 | Power Purchase and Sale Contract
 refers to the contract entered into by and between Party A and Party B for
 the purchase and sale of the power generated by the Power Station, and other
 relevant business issues.                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.26 | Force Majeure refers to any objective
 circumstances which cannot be foreseen, avoided and overcome, including
 volcanic explosion, tornado, snowstorm, mudslide, landslide, flood, fire, the
 inflow water quantity below
 the designed quantity, and earthquake, typhoon, lightning, fog-flash, icing
 flashover and ice coating, etc. with an intensity over the designed
 standard,, and nuclear radiation, war, plague, riot,etc.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2    | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.1  | All headings hereof are only for the convenience of reading and shall
 not affect the interpretations of this Agreement in any way.                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.2  | The Appendices hereto shall have the same legal effect as the text of
 this Agreement.                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.3  | Unless otherwise agreed by both Parties, this Agreement shall be
 binding on the lawful successors or assignees of any Party.                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.4  | Unless otherwise required by the context, the year, month and day
 mentioned in this Agreement shall be the year, month and day in Gregorian
 calendar.                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.5  | The word include herein shall mean include without limitation.                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2.6  | All numbers and durations mentioned in this Agreement shall include
 the given numbers.                                                                                                                                                                                                                                                                                                                                                 

6

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Chapter
II Representations of both parties

|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         | Each Party hereby represents to the other Party that:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.1                                      | It is an enterprise duly established and validly and legally in
 existence in accordance with law, which has the full right to execute and the
 ability to perform this Agreement.                                                                                                                                                                                                                                                                                                                            
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.2                                      | All procedures required for the execution and performance of this
 Agreement (including the procurement of the requisite governmental approvals,
 business license and power business permit, etc.) have been legally and
 validly accomplished.                                                                                                                                                                                                                                                              
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.3                                      | Upon the execution of this Agreement, no judgment, verdict, award or
 specific administrative act has been issued or conducted by any courts,
 arbitration institutes, administrative authorities or other regulatory bodies
 that is sufficient to have material adverse effect on its performance of this
 Agreement.                                                                                                                                                                                       
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.4                                      | All internal authorization procedures required for executing this
 Agreement have been accomplished and this Agreement is signed by its legal
 representative or authorized representative. This Agreement shall be binding
 on both Parties after it comes into effect.                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chapter
 III Obligations of both parties
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1                                      | Party As obligations shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.1                                    | To abide by the national laws and regulations, national and power
 industry standards; and to carry out the unified dispatching of the Power
 Station (please refer to Appendix III for the detailed information of the
 dispatching range) in accordance with the technical specializations of the
 Power Station and regulations and rules of the power system, on the principle
 of publicity, fairness and justice, for the purpose of the safe, high quality
 and economic operation of the power system.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.2                                    | To be responsible for the operation management, overhaul maintenance
 and technological improvement of the relevant equipments and facilities of
 the grid under its dispatching control to satisfy the requirements of the
 normal operation of the Power Station.                                                                                                                                                                                                                                           
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.3                                    | To formulate and provide to Party B on schedule the monthly power
 generation plan, the daily generation dispatching plan curve and the reactive
 output curve (or voltage curve) in accordance with the provisions of the
 Power Purchase and Sale Contract and the actual conditions of the power grid
 operation, on the basis of the proposed power output dispatching and control
 purpose released by relevant department.                                                                              
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.4                                    | To reasonably arrange the equipment overhaul of the Power Station.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.5                                    | To support and cooperate with Party B for the technological
 improvement and parameters adjustment for certain equipments; to direct and
 coordinate the dispatching and operation management in connection with the
 grid carried out by Party B; to conduct direction and coordination to the
 electric equipment, relay protection and automatic safety devices, excitation                                                                                                                                

7

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | system (including PSS), AGC and governor system, electricity metering
 system, power dispatching communication, dispatching automatization and other
 relevant specification and business during the operation of Party B, which
 are related to the safe operation of the power grid.                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.6 | To disclose immediately to Party B the information in relation to the
 defects of grid material equipments relating to Party B, and the power
 transmission capacity relating to the Power Station, and to disclose
 periodically to Party B the power dispatching information relating to Party
 B.                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.7 | To amend the corresponding regulations and rules in time in
 accordance with the requisite procedures on the basis of the requirements of
 the power system operation and the specializations of the equipments owned by
 Party B.                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.8 | To take measures to prevent the occurrence of the accidents affecting
 the safe operation of the power system; to carry out various specialized and
 professional safety examinations and inspections for the grid safety
 periodically, and formulate counter-accident measures as required. Upon the
 authorization of power regulatory authority, the Power Dispatching Agency
 shall formulate, organize and carry out the unified grid and Power Station
 counter-accident rehearsal scheme.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.9 | To cooperate with Party B for accident investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2   | Party Bs obligations include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2.1 | To abide by the national laws and regulations, national and power
 industry standards, and regulations and rules of the power system to which
 Party B is connected; and to obey the unified dispatching of the Power
 Dispatching Agency and organize the Power Stations production reasonably,
 for the purpose of safe, high quality and economic operation of the power
 system.                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2.2 | To organize the real-time production and operation of the Power
 Station in accordance with the dispatching directions released by the Power
 Dispatching Agency, and participate in the cycling loading, frequency
 modulation, voltage regulation and reserve operation of the power system.                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2.3 | To provide the overhaul plan recommendation for the Power Station
 equipments as required by Power Dispatching Agency, and implement the
 approved overhaul plan and carry out the overhaul and maintenance for the
 equipments.                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2.4 | To accept the operation direction and coordination released by Party
 A, which are made in accordance with Article 3.1.5 hereof, and employ
 corresponding technical management and equipment overhaul staff to cooperate
 with Party A.                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2.5 | To conduct the technological improvement and parameter adjustment to
 its equipments in time as required and file them with Party A (in case of
 involving the safety of the grid, subject to the approval of Party A).                                                                                                                                                                                                                                                                          

8

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2.6                                      | To provide the information in relation to the equipment operation and
 production of the Power Station (including the water conditions) to Party A
 on a prompt, accurate, objective and complete basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2.7                                      | To formulate the spot operation regulation in compliance with the
 relevant power system regulations and rules of Party A, and file with Party
 A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2.8                                      | To take measures to prevent the occurrence of the accidents affecting
 the safe operation of the power system; to coordinate with Party A to carry
 out periodically various specialized and professional safety examinations and
 inspections in relation to the grid safety, implement the precaution advanced
 during the examination and inspection; in case of any specified
 counter-accident measures or other power system requirements of the Power
 Dispatching Agency, to carry out such requirements and measures and
 maintenance; to file relevant documents regarding the safety measures with
 the Power Dispatching Agency; and to participate in the unified
 counter-accident rehearsal organized by the Power Dispatching Agency.                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2.9                                      | To cooperate with Party A for accident investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chapter
 IV Conditions for grid connection
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1                                        | The primary and secondary equipments of Party B shall be complied
 with the national and power industry standards and other relevant
 regulations, installed and tested in accordance with the designed
 requirements examined and confirmed by the State authorized agency, and
 accepted as qualified in accordance with the completion acceptance procedures
 for the basic construction regulated by the State; in addition, the mode for
 normal grid connection operation has been identified, relevant parameters
 have been reasonably matched, the value for the equipment setting has been
 set as required, and the conditions for the operation connected to Party As
 grid and the acceptance of the unified dispatching released from the Power
 Dispatching Agency has already been satisfied.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2                                        | The relay protection and automatic safety devices of the Power
 Station (including the excitation system and governor system) shall be
 complied with national and power industry standards, and other relevant
 regulations, installed and tested in accordance with the designed
 requirements examined and confirmed by the State authorized agency, accepted
 as qualified in accordance with the completion acceptance procedures for the
 basic construction regulated by the State and complied with the relevant
 regulations under Chapter 8 hereof.                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3                                        | The dispatching automatization facilities of the Power Station shall
 be complied with national and power industry standards, and other relevant
 regulations, installed and tested in accordance with the designed
 requirements examined and confirmed by the State authorized agency, accepted
 as qualified in accordance with the completion acceptance procedures for the
 basic construction regulated by the State and complied with the relevant
 regulations under Chapter 9 hereof.                                                                                                                                                                                                                                                                                                                

9

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|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4                                  | The power dispatching communication facilities of the Power Station
 shall be complied with national and power industry standards, and other
 relevant regulations, installed and tested in accordance with the designed
 requirements examined and confirmed by the State authorized agency, accepted
 as qualified in accordance with the completion acceptance procedures for the
 basic construction regulated by the State and complied with the relevant
 regulations under Chapter 10 hereof.                                                                                                                                                                                         
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.5                                  | The electricity energy measuring appliance of the Power Station shall
 be configured with the requirements of the Technical Administration Code of
 Electric Energy Metering Devices (DL/T 448-2000), and pass the testing and
 acceptance jointly organized by Party A and Party B.                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.6                                  | Party B has taken the safety precaution measures to the secondary
 system of the Power Station in accordance with the requirements of the
 Regulations on Safe Protection of Computer Monitoring and Control Systems and
 Dispatching Data Networks of Power Grids and Power Plants (No.30 Decree
 issued by the former State Economic and Trade Commission) and other relevant
 regulations, which has been confirmed by Power Dispatching Agency for
 operation availability.                                                                                                                                                                                                              
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.7                                  | Regulations for the operation and overhaul of the Power Station,
 relevant management rules have been formulated; and among other regulations,
 the regulations in relation to the grid safety shall be complied with the
 safety administration regulations for grid.                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.8                                  | The on-duty operator with the dispatching receipt right of the Power
 Station has been trained strictly, obtained relevant qualification
 certificate for work in accordance with the Administration Regulations on the
 Dispatching of Power Grids and other relevant regulations.                                                                                                                                                                                                                                                                                                                                                                                                          
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.9                                  | The primary and secondary equipments of Party A corresponding to the
 operation of Party B shall be complied with the national and power industry
 standards and other relevant regulations, installed and tested in accordance
 with the designed requirements examined and confirmed by the State authorized
 agency, and accepted as qualified in accordance with the completion
 acceptance procedures for the basic construction regulated by the State; in
 addition, relevant parameters have been reasonably matched, the value for the
 equipment setting has been set as required, and the conditions for the
 operation connected to the Power Station has already been satisfied.
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.10                                 | The counter-accident measures corresponding to the Emergencies that
 might be occurred after the on-grid connection of the Power Station have been
 formulated by Party A and Party B, which has already been filed with the
 Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chapter
 V Dispatching and operation
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.1                                  | The on-duty operator of the Power Station, during the operation,
 shall strictly obey the dispatching directions released by the on-duty
 dispatcher of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.1.1                                | The Power Station shall quickly and accurately implement the
 dispatching directions released by the Power Dispatching Agency without any
 excuse to refuse and delay. In the event that the implementation of such
 dispatching directions might threaten the safety of the personnel or the                                                                                                                                                                                                                                                                                                                                                                                                

10

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | equipment, the relevant conditions and reasons shall be immediately
 reported to the on-duty dispatcher of the Power Dispatching Agency to
 determine the continuity of such implementation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1.2 | The Power Station must operate the equipments under the direct
 dispatching of the Power Dispatching Agency strictly in accordance with the
 dispatching directions and relevant implementation regulations concerning the
 dispatching, and accurately report the spot conditions and reply to the
 relevant inquiry of the on-duty dispatcher of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1.3 | The operation of the equipments within the dispatching jurisdiction
 of the Power Dispatching Agency shall be applied for the permit to the
 on-duty dispatcher of the Power Dispatching Agency by the on-duty operator of
 the Power Station in advance, and the on-duty operator of the Power Station
 shall operate such equipments upon the consent from the on-duty dispatcher of
 the Power Dispatching Agency in accordance with the power system dispatching
 regulations and the spot operation regulations of the Power Station.                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.2   | The Power Dispatching Agency shall reasonably arrange the Daily Power
 Generation Dispatching Plan Curve as required. During the real-time
 operation, the on-duty dispatcher could make available adjustment to the
 Daily Power Generation Dispatching Plan Curve due to the real operation
 conditions, the notice of which shall be sent to the on-duty operator of the
 Power Station sixty (60) minutes in advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.3   | In case of any abnormal conditions during the equipment operation of
 the Power Station, the Power Station shall apply for the overhaul twenty four
 (24) hours in advance to the Power Dispatching Agency according to the
 provisions of the power system dispatching regulations. In light of the
 provisions of the power system dispatching regulations and the real
 conditions of the grid, the Power Dispatching Agency shall, in compliance
 with the relevant regulated procedures, reply to the relevant overhaul
 application twelve (12) hours in advance and amend the plan accordingly. In
 case of any urgent outage, the Power Dispatching Agency shall reply to such
 application on the basis of the real conditions immediately, and the Power
 Station shall carry out the overhaul according to the final approval from the
 Power Dispatching Agency.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.4   | The Power Dispatching Agency shall, on the principle that the
 generator units on the same grid, of the same type, with the same technical
 conditions, shall be modulated to a basically same extent, in accordance with
 the grid structure and the electric technical conditions of the Power
 Station, arrange the participation of the Power Station in the cycling
 loading, frequency modulation, voltage regulation and reserve operation of
 the power system safely, qualifiedly and economically.                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.4.1 | Cycling Loading                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | The Power Station shall participate in the cycling loading of the
 power system, the capacity of which is agreed by both Parties to be 4 MW.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.4.2 | Frequency Modulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

11

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|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  | Upon the agreement between and by Party A and Party B, the Power
 Station (generator units), upon the normal operation of the Cangxi grid,
 shall be considered as the power station free from frequency modulation; upon
 the isolated grid operation of the Cangxi grid, the Power Station(generator
 units) shall be considered as the first frequency modulation power
 station, the generator units shall be required to participate in the
 frequency modulation of the power system in accordance with the power system
 dispatching regulations.                                                                                                                
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.4.3                             | Voltage Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                  | The Power Station shall be operated in accordance with the reactive
 output curve (or voltage curve) released by the Power Dispatching Agency to
 ensure the operation of the busbar voltage of the Power Station within the
 prescribed range. In the event that the Power Station has lost its control on
 the voltage, such conditions shall be immediately reported to the on-duty
 dispatcher of the Power Dispatching Agency.                                                                                                                                                                                                                                     
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.4.4                             | Reserve Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                  | In case of being required by the Power Dispatching Agency, the Power
 Station shall reserve certain ratio rotary standby capacity; in the event
 that the rotary standby capacity could not satisfy the requirement of the
 Power Dispatching Agency, such conditions shall be immediately reported to
 the on-duty dispatcher of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.5                               | In case that the Special Operation Mode of Party A, which is required
 by the equipment renewal and transformation, and etc., may affect the
 normal operation of the Power Station, the relevant amended scheme shall be
 notified to the Power Station by the Power Dispatching Agency seven (7)
 days in advance, and the agreed scheme shall be carried out.                                                                                                                                                                                                                                                                                                        
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.6                               | In case that the Special Operation Mode of Party B, which is required
 by the equipment renewal and transformation, and etc., may affect the
 normal operation of the grid, the relevant amended plan shall be notified to
 the Power Dispatching Agency seven (7) days in advance, and the agreed
 scheme shall be carried out.                                                                                                                                                                                                                                                                                                                                        
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.7                               | The periodical joint conference of grid and power plant organized by
 the Power Dispatching Agency and its grid-connected power stations shall
 invite Party B, during which, grid operation conditions could be analyzed,
 the system situations could be anticipated, the implementation of relevant
 technical measures for the grid safety could be illustrated, and material
 issues for the power system operation could be consulted. Party B shall
 attend such grid and power plant joint conference, and present the operation
 conditions of the Power Station and the implementation conditions of relevant
 technical measures of the Power Station safety.
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.8                               | The written name list of the relevant on-duty staff of Party A and
 Party B shall be exchanged, and relevant alterations shall be notified to
 each Party in time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Chapter
 VI Power generation plan
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.1                               | Party B shall, on the basis of the executed Power Purchase and Sale
 Contract and the real operation conditions of the Power Station, submit its
 proposed daily, monthly, annual and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

12

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|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                    
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                | holiday power generation plans, and proposed power generation plan
 under Special Operation Mode, in accordance with the requirements set forth
 below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Before December 10 of each year, Party B shall submit the
 power generation plan recommendation for the next year to Party A;                                                                                                                                                                      
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                    
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Before the 20th day of each month, Party B shall
 submit the proposed power generation plan for the next month to Party A;                                                                                                                                                                         
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                    
|                                | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Five (5) daysbefore the statutory national holidays (including
 New Years Day, Spring Festival, May Day, National Day and etc.)
 or the implementation of the Special Operation Mode, Party B shall submit the
 proposed power generation plan for holidays or Special Operation Mode to
 Party A.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2                             | Party A shall notify Party B of the formulated monthly power
 generation plans for the next year before December 25 of each year, in
 accordance the Power Purchase and Sale Contract with the consideration of the
 proposed power generation plans applied by Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.3                             | Party A shall notify Party B of the formulated power generation plans
 for the next month, the holiday or the Special Operation Mode before the
 25th day of each month, three (3) days before the
 holidays or three (3) days before the implementation of the Special
 Operation Mode, in light of the annual power generation plan per month
 formulated in accordance with Article 6.2 hereof, the schedule for the
 completed power generation output and the recent loading conditions of the
 grid.                                                                                                                                                                                                                                                          
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.4                             | The Power Dispatching Agency shall formulate the Daily Power Generation
 Dispatching Plan Curve for the next day in accordance with the monthly power
 generation plan formulated according to Article 6.3 hereof, the real
 condition of the grid and the data supplied by the Power Station (the Power
 Station shall submit to the Power Dispatching Agency for the next days
 maximum Available Capacity or the alteration conditions for the Available
 Capacity of the generator units of the Power Station before 14:00 of
 each day, and report the defects and default which affect the capacity of its
 generator units), and release such Daily Power Generation Dispatching Plan
 Curve for the next day to the Power Station before 18:00 of each day.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.5                             | The Power Station shall strictly carry out the Daily Power Generation
 Dispatching Plan Curve released by the Power Dispatching Agency (including
 the amended curve temporarily by the on-duty dispatcher) and dispatching
 directions, and adjust the active output of the generator units in time and
 arrange the production and operation of the Power Station.                                                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Chapter
 VII Equipment overhaul
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.1                             | The equipment overhaul of the grid-connected stations shall be
 carried out as planned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.1.1                           | Party B shall submit to the Power Dispatching Agency proposed annual
 and monthly equipment overhaul plans, and proposed equipment overhaul plans
 for holidays and Special Operation Mode as the submission of the proposed
 monthly, annual and holiday power                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

13

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | generation plans, and proposed power generation plan under Special
 Operation Mode to the Power Dispatching Agency as planned in this Agreement.                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.1.2 | After the consultation of Party A and Party B, the Power Dispatching
 Agency will incorporate the equipment overhaul plan into the annual and
 monthly overhaul of the power system, and the overhaul plan for holidays and
 Special Operation Mode.                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Before the 25th day of December of each year, to
 notify the Power Station of the approved equipment overhaul plan of the Power
 Station for the next year;                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                   
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Before the 22nd day of each month, to notify the
 Power Station of the approved equipment overhaul plan of the Power Station
 for the next month;                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                   
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Seven (7) daysbefore the statutory national holidays or the
 implementation of the Special Operation Mode, to notify the Power Station of the
 approved equipment overhaul plan of the Power Station for the holidays and
 Special Operation Mode.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.2   | In the event that the Power Station needs to resolve the defects
 during the system load valley period (from 23:00 of the given day to 7:00
 of the next day), it shall apply to the Power Dispatching Agency before
 16:00 of the given day, and the Power Dispatching Agency shall try its
 best to arrange such plan in accordance with the real conditions of the grid
 and amend the Daily Power Generation Dispatching Plan Curve in time.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.3   | Overhaul Application and Reply                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | The Power Station shall submit to the Power Dispatching Agency with
 the overhaul application before its implementation of the overhaul work, and
 commence the work upon the approval for the overhaul from the Power
 Dispatching Agency.                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.3.1 | The overhaul application shall be submitted to the Power Dispatching
 Agency three (3) days prior to the commencement of the overhaul work.                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.3.2 | The overhaul application shall include the content of the name of the
 equipments for overhaul, the overhaul details, the measures for segregation,
 the requirements for the power system and etc.                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.3.3 | The Power Dispatching Agency shall notify the Power Station the reply
 to the overhaul application two (2) days prior to the commencement of the
 overhaul work, and point out the safety measures and other requirements that
 the Power Station shall take or pay attention to; in addition, the
 corresponding Emergencies preplan shall be made as well.                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.4   | Party B shall strictly carry out the approved overhaul plan, and
 complete the overhaul work on schedule.                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.4.1 | In the event that the Power Station can not complete its approved
 overhaul plan on schedule due to the reason of itself, it shall submit the
 application for the amendment to the approved overhaul plan to the Power
 Dispatching Agency two (2) days before the approved planned                                                                                                                                                            

14

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|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                         
|----------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                            | commencement date of the overhaul plan. The Power Dispatching Agency
 shall reasonably adjust the overhaul plan in accordance with the grid
 operation conditions; in the event that the overhaul plan can be re-arranged,
 the Power Dispatching Agency shall notify the Power Station the adjusted
 overhaul plan of the Power Station one (1) day in advance; in the
 event that the overhaul plan cannot be re-arranged, the Power Station shall
 do its best to implement the originally approved overhaul plan; otherwise,
 the Power Dispatching Agency will not arrange extra planned overhaul within
 the current year in principle.            
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4.2                                                       | In the event that the overhaul work of the Power Station is required
 to be extended, the Power Station shall apply to the Power Dispatching Agency
 for the extension procedures for the overhaul work before the completion of
 half of the overhaul work.                                                                                                                                                                                                                                                                                                                                                                                             
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4.3                                                       | In the event that the Power Station cannot carry out the overhaul
 work on schedule due to the requirement of the operation of the power system,
 the Power Dispatching Agency shall conduct a consultation with the Power
 Station in advance, adjust the overhaul plan and notify the Power Station. In
 the event that the power generator units have to be operated extendedly,
 Party A and Party B shall, in accordance with relevant regulations, take the
 consultation for the Emergencies measures for any possible condition, and the
 overhaul procedures from the operation condition corresponding to the
 overhaul of the generator units.
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.5                                                         | If the grid overhaul may affect the supply capacity of the Power
 Station, the grid overhaul shall try to be carried out in cooperation with
 the equipment overhaul (or the outage for reserve) of the Power Station.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.6                                                         | The Power Dispatching Agency shall make a reasonable arrangement for
 the overhaul of the grid, relay protection and automatic safety devices of
 Power Station, power dispatching automatization, power dispatching
 communication system and other secondary equipments under its dispatching. In
 principle, the overhaul for the secondary equipments shall not affect the
 normal operation of the primary equipments; otherwise, the overhaul for the
 secondary equipments shall be carried out in cooperation with the overhaul
 for the primary equipments as much as possible.                                                                 
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.7                                                         | After the overhaul of the equipments, the Power Station shall report
 to the Power Dispatching Agency in time and resume the operation of the
 equipment in accordance with relevant regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chapter
 VIII Relay protection and automatic safety devices
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.1                                                         | Party A shall abide by the regulations and rules for the design,
 operation and management of the relay protection and automatic safety
 devices, be responsible for the operation management of the relay protection
 and automatic safety devices within the its dispatching jurisdiction in
 accordance with the requirements set forth below:                                                                                                                                                                                                                                                                                                        
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                         
|                                                            | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | To be responsible for the setting calculation and operation of the
 relay protection and automatic safety devices within its dispatching
 jurisdiction, and carry out analysis and valuation for the running conditions
 of the devices;

15

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|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (2)                                                                                                                                                                                                                                                                                                                          | To conduct periodic check and maintenance and testing on the relay
 protection and automatic safety devices within its dispatching jurisdiction
 to make them comply with the originally determined device technical
 requirements and the entire requirements of the Power Dispatching Agency; and
 to keep the testing reports and records in full;                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (3)                                                                                                                                                                                                                                                                                                                          | After the running of the grid relay protection and automatic safety
 devices, to carry out the analysis and settlement in accordance with the
 regulations, and report the relevant materials to the Power Dispatching
 Agency immediately; if such running of the grid relay protection and
 automatic safety devices is related to the Power Station, the analysis and
 settlement for the accidents shall be carried out in cooperation with the
 Power Station;                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (4)                                                                                                                                                                                                                                                                                                                          | In case of any mistaken running of or defect on the grid relay
 protection and automatic safety devices, to settle it down in accordance with
 relevant regulations immediately, report relevant materials to the Power
 Dispatching Agency, and take the precaution measures in time; if such mistake
 or defect is related to the Power Station, relevant situation shall be
 notified to the Power Station in written form;                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (5)                                                                                                                                                                                                                                                                                                                          | To direct and assist the Power Station in carrying out the setting
 and operation of the grid relay protection and automatic safety devices, and
 provide necessary technical support to the Power Station;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (6)                                                                                                                                                                                                                                                                                                                          | To strictly implement the counter-accident measures for the relay
 protection and automatic safety devices issued by the State and relevant
 department authority;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (7)                                                                                                                                                                                                                                                                                                                          | To complete the operation analysis report for the relay protection
 and automatic safety devices of last month before the 15th day of
 each month; in addition, provide one (1) copy of such report to Party
 B.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.2 | Party B shall abide by the regulations and rules for the design,
 operation and management of the relay protection and automatic safety
 devices, be responsible for the operation management of the relay protection
 and automatic safety devices under its control, in accordance with the
 requirements set forth below:
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (1)                                                                                                                                                                                                                                                                                                                          | To be responsible for the calculation setting and operation
 maintenance of the relay protection and automatic safety devices under its
 control (the setting values for the relay protection and automatic safety
 devices of the Power Station within the dispatching jurisdiction of the Power
 Dispatching Agency shall be released by the Power Dispatching Agency, and
 setting values of the other relay protection and automatic safety devices of
 the Power Station shall be calculated and set by the Power Station itself,
 which shall be filed with the Power Dispatching Agency), and to analyze and
 valuate the running conditions of the devices;
|    |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (2)                                                                                                                                                                                                                                                                                                                          | To conduct periodic check and maintenance and testing on the relay
 protection and automatic safety devices under its control to make them comply
 with the originally determined device technical requirements and the setting
 requirements; and to keep the testing reports and records in full;                                                                                                                                                                                                                                                                                                                                                                

16

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|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (3)                                                                                                                                                                                                | To make the relay protection and automatic safety devices relating to
 the grid matched with the relay protection and automatic safety devices of
 the grid, the relevant model selection of which shall be approved by the
 Power Dispatching Agency;                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (4)                                                                                                                                                                                                | In case of any alteration to the relay protection and automatic
 safety devices of Party A, to make the Power Station change and adjust its
 setting values and operation conditions of the relay protection and automatic
 safety devices controlled by it in accordance with the requirements of the
 Power Dispatching Agency;                                                                                                                                                          
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (5)                                                                                                                                                                                                | In case of any running of the relay protection and automatic safety
 devices of the Power Station, to report this condition to the on-duty
 dispatcher of the Power Dispatching Agency immediately, analyze and settle
 down such condition in accordance with the regulations, and deliver relevant
 materials to the Power Dispatching Agency; in the event that such running is
 related to the grid, to coordinate with the Power Dispatching Agency for such
 analysis and settlement;
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (6)                                                                                                                                                                                                | In case of any mistaken running of or defects on the relay protection
 and automatic safety devices of the Power Station, to immediately report to
 the on-duty dispatcher of the Power Dispatching Agency, settle it down in
 accordance with relevant regulations, analyze the reasons, and take the
 precaution measures in time; if such mistake or defect is related to the
 grid, to deliver relevant conditions to the Power Dispatching Agency in
 written form;                   
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (7)                                                                                                                                                                                                | To take the counter-accident measures for the relay protection and
 automatic safety devices promulgated by the State or relevant authorities;                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (8)                                                                                                                                                                                                | To complete the operation analysis report for the relay protection
 (including line protection, transformer protection, generator units
 protection and busbar protection) and automatic safety devices of the
 previous month before the 5th day of each month with a copy
 of such report to the Power Dispatching Agency.                                                                                                                                                               
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3   | In order to improve the stability of the power system, both Parties
 shall renew and transform the equipments immediately.                                                                        
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3.1 | The renewal and transformation for the relay protection and automatic
 safety devices conducted by both Parties shall be coordinated to ensure the
 compatibility of the equipments [20].         
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3.2 | The transformed equipments shall pass the testing and completion
 acceptance, then be put into operation upon the confirmed qualification.                                                        
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.4   | The relay protection and automatic safety devices of Party B shall
 reach the following main operational parameters (excluding any mistaken
 running and missing running due to Party As Reason):
|      |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (1)                                                                                                                                                                                                | The main protection operational rate of the relay protection 3 100%;                                                                                                                                                                                                                                                                                                                                                                                                                       

17

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|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       | (2)                                                                                                                                                                                                                                                                                                   | The accurate rate for the protection running for 6 KV and
 above 3 100%;                                                                                                                                                                                                                                                                                               
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (3)                                                                                                                                                                                                                                                                                                   | The availability for the fault recording 3 95%;                                                                                                                                                                                                                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (4)                                                                                                                                                                                                                                                                                                   | The operation rate for the automatic safety devices 3 95%;                                                                                                                                                                                                                                                                                                             
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (5)                                                                                                                                                                                                                                                                                                   | The accurate rate for the automatic safety devices running3 100%;                                                                                                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (6)                                                                                                                                                                                                                                                                                                   | Other operational parameters agreed by both Parties: none.                                                                                                                                                                                                                                                                                                             
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|8.5                                    | Both Parties shall appoint specific staff to take charge of the
 operation maintenance work for the relay protection and automatic safety
 devices respectively to ensure the normal operation of the relay protection
 and automatic safety devices.                                                
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|Chapter
 IX Dispatching automatization
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|9.1                                    | Party A shall strictly abide by the design, operation and management
 regulations for the dispatching automatization system at the dispatching end
 and be responsible for the operation maintenance of the dispatching
 automatization system in accordance with the requirements set forth below:  
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (1)                                                                                                                                                                                                                                                                                                   | To monitor the stable operation of the dispatching automatization
 system, be in charge of the monitoring and checking of the operation
 conditions of the power dispatching automatization system and coordinate the
 material issues occurred during the operation;                                                                                                  
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (2)                                                                                                                                                                                                                                                                                                   | To provide relevant conditions for the connection of the Power
 Stations automatization signal as required by the design;                                                                                                                                                                                                                                             
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (3)                                                                                                                                                                                                                                                                                                   | To analyze the reasons for the default of the dispatching
 automatization system in a timely fashion and take precaution measures;                                                                                                                                                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (4)                                                                                                                                                                                                                                                                                                   | To direct and assist Party B in the operation maintenance for the
 dispatching automatization system, and cooperate with Party B for the
 accident investigation;                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (5)                                                                                                                                                                                                                                                                                                   | To make the computer monitoring and control system comply with the Regulations
 on Safe Protection of Computer Monitoring and Control Systems and Dispatching
 Data Networks of Power Grids and Power Plants (No.30 Decree issued
 by the former State Economic and Trade Commission).                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|9.2                                    | Party B shall strictly abide by the design, operation and management
 regulations for the dispatching automatization system at the Power Station
 end and be responsible for the operation maintenance of the dispatching
 automatization system in accordance with the requirements set forth below:
|                                       |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                        
|                                       | (1)                                                                                                                                                                                                                                                                                                   | To transmit the telecontrol data and electricity energy data of the
 computer monitoring system, electricity data collection and transmission
 appliance of the Power Station to the dispatching automatization system and
 electricity energy metering system in accordance with the transmission
 regulations complied with the national or power industry standards.

18

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|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     |                                                                                                                                                                                                                                                                                                   | The electricity energy metering system shall pass the testing of the
 qualified testing agency, which has been confirmed by Party A and Party B, in
 order to ensure the accurate transmission of the data. The quantity and
 accuracy of the real-time information for the operation equipments of the
 Power Station shall reach the operation requirements of the relevant national
 regulations and Power Dispatching Agency.
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (2)                                                                                                                                                                                                                                                                                               | To analyze the reasons for the failures of the dispatching
 automatization system under its control in a timely fashion and to take
 precaution measures accordingly.                                                                                                                                                                                                                                                            
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (3)                                                                                                                                                                                                                                                                                               | To assist Party A in carrying out the maintenance work of the dispatching
 automatization system and cooperate with Party A for the accident
 investigation.                                                                                                                                                                                                                                                                     
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (4)                                                                                                                                                                                                                                                                                               | To make the computer monitoring and control system of the Power
 Station complied with the Regulations on Safe Protection of Computer
 Monitoring and Control Systems and Dispatching Data Networks of Power Grids
 and Power Plants (No.30 Decree issued by the former State Economic
 and Trade Commission).                                                                                                                   
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.3                                  | Both Parties shall operate and maintain the automatization equipments
 according to the power system dispatching regulations and relevant
 dispatching automatization regulations without any withdrawal or outage at
 random.                                                                   
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.4                                  | The computer supervisory system, electricity data collection and
 transmission appliance of the Power Station shall reach the following main
 operational parameters:                                                                                                                            
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (1)                                                                                                                                                                                                                                                                                               | The available capacity of the telecontrol station of the computer
supervisory system (per month) 3 98%;                                                                                                                                                                                                                                                                                                                          
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (2)                                                                                                                                                                                                                                                                                               | The deviation for the accuracy of the tele-metering £98%;                                                                                                                                                                                                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (3)                                                                                                                                                                                                                                                                                               | Other parameters agreed by both Parties: the accuracy for the
 running rate of the tele-signaling is 98%.                                                                                                                                                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.5                                  | Both Parties shall appoint specific staff for the operation
 maintenance work of the dispatching automatization system under its control
 respectively in order to ensure the normal operation of the dispatching
 automatization systems.                                                       
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Chapter
 X Dispatching communication
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1                                 | Party A shall strictly abide by the design, operation and management
 regulations for the dispatching communication system at the dispatching end
 and be responsible for the operation maintenance of the dispatching
 communication system in accordance with the requirements set forth below:
|                                     |                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                     | (1)                                                                                                                                                                                                                                                                                               | To monitor the stable operation of the dispatching communication
 system, be responsible for the monitoring and testing, and dispatching
 direction of the operation conditions of the dispatching communication
 system, and coordinate the material issues occurred during the operation;                                                                                                                                      

19

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|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (2)                                                                                                                                                                                                                                                                                                   | To maintain the communication equipments at the dispatching end and
 ensure its stable operation;                                                               
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                   | To analyze the reasons for the dispatching communication systems
 default in a timely fashion and take precaution measures;                                    
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (4)                                                                                                                                                                                                                                                                                                   | To direct and assist Party B in the operation maintenance for the
 dispatching communication system, and cooperate with Party B for the accident
 investigation.
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.2 | Party B shall strictly abide by the design, operation and management
 regulations for the dispatching communication system at the Power Station end
 and be responsible for the operational maintenance of the dispatching
 communication system in accordance with the requirements set forth below:
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                   | To maintain the communication equipments at the Power Station end and
 ensure its stable operation;                                                             
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                   | To analyze the reasons for the dispatching communication systems
 default in a timely fashion and take precaution measures;                                    
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                   | To assist Party A in the operation maintenance of the dispatching
 communication system, and cooperate with Party A for the accident
 investigation.            
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.3 | The model selections and configurations for the communication
 equipments of Party B which will be connected to the power communication
 network of Party A shall be compatible and consistent with each other.                                                                                      
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.4 | The carrier wave frequency employed by Party B, relating to the Party
 As power communication network, shall be submitted to Party A for approval,
 and be used upon the procurement of approval with written confirmation from
 Party A.                                                           
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.5 | Both Parties shall own standby communication systems to assure the
 communication and connection in case of any Emergencies of the Power Station
 or the grid.                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.6 | The dispatching communication system of Party B shall reach the main
 operational parameters set forth below:                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                   | The circuit operation rate for the communication system 3 99.8%;                                                                                                
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                   | The operation rate for the equipment 3 99.9%;                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                   | Other parameters agreed by both Parties: none.                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                 
|10.7 | Both Parties shall appoint specific staff for the operational
 maintenance work of the dispatching communication system under its control
 respectively in order to ensure the normal operation of the dispatching
 communication systems.                                                           

20

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|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter
 XI Accident investigation and settlement
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.1                                              | The Power Dispatching Agency and the Power Station shall, within
 their respective jurisdictions, carry out the settlement of the accidents
 quickly and accurately, in accordance with the power system dispatching
 regulations and spot operation regulations of the Power Station, and notify
 the settlement conditions of the accidents to each other in time.                                                                                                                                                                                                                     
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.2                                              | The settlement for the accidents within the dispatching area of the
 Power Dispatching Agency shall strictly implement the direction released by
 the on-duty dispatcher of the Power Dispatching Agency (except for those, in
 accordance with the spot regulations, which can be settled down without the
 dispatching directions).                                                                                                                                                                                                                                                    
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.3                                              | On the basis of the grid structure, operational features and the
 specification of the Power Station, the Power Dispatching Agency shall
 formulate accident settlement principles and counter-accident measures in
 accordance with the Guide on Safety and Stability of the Power System
 (DL755-2001), power system dispatching regulations and other relevant
 regulations, and specify the requirements for the necessary measures which
 shall be taken by the Power Station.                                                                                                      
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.3.1                                            | Under any Emergencies threatening the safety of the grid, the on-duty
 dispatcher of the Power Dispatching Agency may take necessary measures,
 including the adjustment of the power generation output of the Power Station,
 the releasing of direction for on-off operation, and etc., the Disconnection of
 the Power Station to assure and restore the safe operation of the grid.                                                                                                                                                                                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.3.2                                            | In the event that the Power Station or any of its generator units
 must be disconnected from the grid, the Power Dispatching Agency shall
 reconnect the Power Station or any of its generator units for operation
 provided that such Emergency is over or has been remedied.                                                                                                                                                                                                                                                                                                           
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.3.3                                            | The Power Dispatching Agency shall notify the reasons for the
 aforesaid Disconnection to Party B afterwards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.4                                              | The Party or both Parties under the occurrence of any accident shall
 investigate such accident in accordance with the Regulations on the Production
 Accidents Investigation of Power Industry, the result of which
 shall include the reason for the accident, the responsible party for this
 accident and relevant liabilities, and the counter-accident measures for
 preventing similar accidents. The responsible party for the accident shall
 assume the responsibilities in accordance with the investigation result, and
 carry out the counter-accident measures immediately.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.4.1                                            | The grid accident shall be investigated and analyzed by Party A; in
 case of involving Party B, Party B shall be invited for the investigation and
 analysis. Party B shall support Party As work, cooperate for the spot
 investigation, provide default record chart, operation conditions during the
 accident and relevant data
 for accident analysis.                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.4.2                                            | The accident of the Power Station shall be investigated and analyzed
 by Party B; in case of involving Party A, Party A shall be invited for the investigation and analysis. Party A shall                                                                                                                                                                                                                                                                                                                                                                                               

21

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|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|                           | support
 Party Bs work, cooperate for the spot investigation, provide default record
 chart, operation conditions during the accident and relevant data for
 accident analysis.                                                                                                                                                                                                                                                                                                                         
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|11.4.3                     | The accident involved the grid and the Power Station shall be
 investigated by the specific investigation panel composed in accordance with
 the national regulations if the cause of the accident cannot be identified
 and agreed within a short period of time.                                                                                                                                                                                                                                       
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|11.4.4                     | The investigation report on the accident of any Party or both Parties
 shall be disclosed, the content of which shall include the reasons for the
 accidents, the settlement procedures of the accidents, the responsible party
 for the accident and its liabilities, the rectification plan and precaution
 measures for the accident, and etc.                                                                                                                                                        
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|11.4.5                     | The responsible party for the accident shall rectify the mistake
 immediately, implement the rectification plan and the precaution measures for
 the accident; in case of involving the other Party, such rectification plan
 and the precaution measures for the accident shall be approved by the other
 Party in advance.                                                                                                                                                                             
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|Chapter
 XII Force majeure
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|12.1                       | If the occurrence of any Force Majeureevent completely or
 partially impedes one Party from fulfilling any obligation under this
 Agreement, such Party may be exempted from or postpone to perform its
 contractual obligations, provided that:                                                                                                                                                                                                                                                         
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|                           | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the scope and duration of the exempted or postponed performance shall
 not extend beyond the reasonable needs of eliminating the impact of Force
 Majeure; 
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|                           | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the Party affected by Force Majeure shall continue to perform
 its other obligations hereunder which have not been affected by the Force
 Majeure;         
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|                           | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | in case the events of Force Majeure come to an end, the Party
 claiming Force
 Majeure shall resume the performance of this Agreement as soon as
 possible.
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|12.2                       | In the event that any Party is unable to perform this Agreement due
 to Force
 Majeure, such Party shall promptly inform the other Party, and
 shall send a written notice to the other Party within three (3) days
 thereafter. Such written notice shall indicate the date of the occurrence of Force
 Majeure, the anticipated duration, the nature of the events, the
 impact on its performance of this Agreement and the measures it has taken to
 mitigate the impact of such Force Majeureevents.
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|                           | Upon the other Partys request, the Party
 affected by the Force Majeure shall furnish the other Party with an
 evidential document issued by the competent local notary public where the Force
 Majeure event occurs
 within thirty (30) days commencing from the date when the Force
 Majeure event occurs (in the event of communication interruption,
 from the restoration date of the communication).                                                                                              
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                            
|12.3                       | The Parties affected by the Force Majeure shall take reasonable
 measures to mitigate the losses incurred by either or both Parties caused by Force
 Majeure. The Parties shall                                                                                                                                                                                                                                                                                                                          

22

---



|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|----------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                | immediately consult with each other to formulate and implement a
 remedy plan and reasonable alternative measures to mitigate or eliminate the
 impact of Force
 Majeure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | In the event that the Party affected by the
 Force
 Majeure fails to use all endeavors to take reasonable measures to
 mitigate the impact of Force Majeure, that Party shall be
 responsible for the enlarged losses arising therefrom.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|12.4                                            | In the event that the Force Majeure has prevented a Party from
 performing its obligations under this Agreement for a continuous period of
 over thirty (30) days, the Parties hereto shall consult with each
 other to determine the conditions for continuing the performance of this
 Agreement or to terminate this Agreement. If the Parties hereto fail to reach
 agreement concerning the conditions for continuing the performance of this
 Agreement or the termination of this Agreement within 180 days after
 the occurrence of Force Majeure, any Party shall be
 entitled to terminate this Agreement with a notice to the other Party, unless
 otherwise provided herein.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|Chapter
 XIII Liability for breach of agreement
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|13.1                                            | Any breach of the provisions hereof committed by any Party shall
 constitute a breach of this Agreement, the other Party is entitled to require
 the defaulting Party for the assumption of the liability for breach of this
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|13.2                                            | In case of committing any breach of the following, Party A shall
 assume the liability for breach of this Agreement to Party B in accordance
 with the methods listed out in the Article 13.3:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Failure to perform the obligations provided in Chapter III, which
 causes direct economic loss to Party B;                                                                                                                                                                                       
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To commit a breach of the provision provided in the Article 4.9, as a
 result of which, Party B cannot generate power as planned or as normal, or
 suffers from direct economic loss;                                                                                                            
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To commit a breach of the power system dispatching regulations, which
 causes direct economic loss to Party B;                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Any requirement of the Power Dispatching Agency to the Power Station
 (power generation units) to implement cycling loading, frequency modulation
 and voltage regulation being over its operation capacity or the stipulations
 of this Agreement, which causes direct economic loss to Party B;
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To make any setting or control mistakes to the primary or secondary
 equipments of the grid, which causes direct economic loss to Party B;                                                                                                                                                       
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | occurrence of any conditions stipulated in Article 7.4.3 due to Party
 As Reason, which causes economic loss to Party B;                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                  
|                                                | (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To conduct any inappropriate implementation of the provisions
 stipulated in Article 11.3.1, which causes economic loss to Party B;                                                                                                                                                              

23

---



|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (8)                                                                                                                                                                                          | Any default to the relay protection and automatic safety devices,
 dispatching automatization system and dispatching communication system due to
 Party As Reason, which causes economic loss to Party B;                                                                                                                              
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (9)                                                                                                                                                                                          | To commit any other inappropriate act, which causes economic loss to
 Party B;                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (10)                                                                                                                                                                                         | Other liabilities for the breach of agreement agreed by both Parties
 which shall be assumed by Party A: none.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|13.3 | Party A shall assume the liability for each breach of this Agreement
 according to the methods set forth below:                                                                             
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (1)                                                                                                                                                                                          | To pay the liquidated damages to Party B in the amount of RMB
 10,000 in a lump sum;                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (2)                                                                                                                                                                                          | In the event that the breach committed by Party A causes direct loss
 to Party B and the liquidated damages paid in accordance with the Item (1) of
 this Article cannot compensate the loss in full, Party A shall make up the
 direct expenses and costs for repairing the equipments and restoring the
 normal operations of Party B;
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (3)                                                                                                                                                                                          | In the event that the breach committed by Party A causes power output
 loss to Party B, the settlement shall be carried out in accordance with
 relevant provisions stipulated in the Power Purchase and Sale Contract.                                                                                                                 
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|13.4 | In case of committing any of the following acts, Party B shall assume
 the liability for breach of this Agreement to Party A in accordance with the
 methods listed out in the Article 13.5:
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (1)                                                                                                                                                                                          | Failure to perform the obligations provided in Chapter III, which
 causes direct economic loss to Party A;                                                                                                                                                                                                                              
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (2)                                                                                                                                                                                          | Failure to complete the preparation work for the grid connection in
 accordance with Chapter IV, which causes direct economic loss to Party A;                                                                                                                                                                                          
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (3)                                                                                                                                                                                          | To cause any abnormal operation or default of the primary or
 secondary equipments in connection with the grid operation, which makes Party
 A suffer from direct economic loss;                                                                                                                                                        
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (4)                                                                                                                                                                                          | Failure to participate in the cycling loading, frequency modulation,
 voltage regulation or reserve operation of the power system in accordance
 with the provisions stipulated in Article 5.4;                                                                                                                                         
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (5)                                                                                                                                                                                          | To cause any alteration of the overhaul duration, which causes direct
 economic loss to Party A;                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                         
|     | (6)                                                                                                                                                                                          | Failure to report the real conditions of the equipments (such as the
 power generator units and electric equipments,etc.) and relevant
 facilities of the Power Station to the Power Dispatching Agency;                                                                                                                                

24

---



|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (7)                                                                                                                                                                                                                                                                                                                      | Failure of the relay protection and automatic safety devices of the
 Power Station to reach the parameters listed out in the Article 8.4, or any
 incorrect running or default of the relay protection and automatic safety
 devices of the Power Station, due to Party Bs Reason, leads to any accident
 or the enlargement of the accident, which causes direct economic loss to
 Party A;
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (8)                                                                                                                                                                                                                                                                                                                      | Failure of the power dispatching automatization system of the Power
 Station to reach the parameters listed out in the Article 9.4, or any default
 of the power dispatching automatization system of the Power Station, due to
 Party Bs Reason, leads to any accident or the enlargement of the accident,
 which causes direct economic loss to Party A;                                  
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (9)                                                                                                                                                                                                                                                                                                                      | Failure of the dispatching communication system of the Power Station
 to reach the parameters listed out in the Article 10.6, or any default of the
 power dispatching communication system of the Power Station, due to Party Bs
 Reason, leads to any accident or the enlargement of the accident, which
 causes direct economic loss to Party A;                                         
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (10)                                                                                                                                                                                                                                                                                                                     | Other liabilities for the breach of agreement agreed by both Parties
 which shall be assumed by Party B: none.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|13.5 | Party B shall assume the liability for each breach of this Agreement
 according to the methods set forth below:                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (1)                                                                                                                                                                                                                                                                                                                      | To pay the liquidated damages to Party A in the amount of RMB
 10,000 in a lump sum;                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (2)                                                                                                                                                                                                                                                                                                                      | In the event that the breach committed by Party B causes direct loss
 to Party A and the liquidated damages paid in accordance with Item (1) of
 this Article cannot compensate the loss in full, Party B shall make up the
 direct expenses and costs for repairing the equipments and restoring the
 normal operations of Party A;                                                         
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (3)                                                                                                                                                                                                                                                                                                                      | In the event that the breach committed by Party B causes power output
 loss to Party A, the settlement shall be carried out in accordance with
 relevant provisions stipulated in the Power Purchase and Sale Contract.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|13.6 | In the event that Party B commits any of the serious breaches of this
 Agreement set forth below, Party A may take enforcement measures to the
 extent of the Disconnection of the defaulting Power Station (power generator
 units), in addition, Party B is entitled to claim for any loss due to such
 Disconnection:
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (1)                                                                                                                                                                                                                                                                                                                      | The Power Station arbitrarily starts up for grid connection or shuts
 down for Disconnection without being approved by the Power Dispatching
 Agency;                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (2)                                                                                                                                                                                                                                                                                                                      | Under the Emergencies, the Power Station commits the breach of the
 provisions stipulated in Article 5.1.1;                                                                                                                                                                                                                                                                                  

25

---



|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                     | (3)                                                                                                                                                                                                                                                                                                                                                                        | Under the Emergencies, the Power Station does not accurately report
 the actual conditions of the equipments (such as the power generator units or
 electric equipments, etc.) and relevant facilities of the
 Power Station to the Power Dispatching Agency;
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|                                                                     | (4)                                                                                                                                                                                                                                                                                                                                                                        | Other serious breaches of the Agreement agreed by both Parties: none.                                                                                                                                                                                        
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|13.7                                                                 | Unless otherwise provided by this Agreement, in case of any breach of
 this Agreement, the non-defaulting Party shall inform the defaulting Party to
 stop the breach and send the defaulting Party a written notice as soon as
 possible for the requirement of rectification work and the assumption of the
 liability of such breach in accordance with this Agreement.
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|13.8                                                                 | The defaulting Party shall take steps to rectify its breach promptly
 and assume the liability of the breach determined in accordance with this
 Agreement:                                                                                                                                                                                                               
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|                                                                     | (1)                                                                                                                                                                                                                                                                                                                                                                        | The liquidated damages paid in a lump sum shall be paid off within fifteen
 (15) days after the confirmation of the breach;                                                                                                                                  
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|                                                                     | (2)                                                                                                                                                                                                                                                                                                                                                                        | The balance between the liquidated damages paid in a lump sum and the
 direct economic loss shall be paid off within thirty (30) days after
 the confirmation of the loss;                                                                                   
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|                                                                     | (3)                                                                                                                                                                                                                                                                                                                                                                        | In case of power output loss, the settlement shall be conducted in
 accordance with relevant provisions stipulated in the Power Purchase and Sale
 Contract.                                                                                                 
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|13.9                                                                 | Before the expiration of the performance term stipulated in this
 Agreement, any Party explicitly expresses or indicates by its own actions
 that it will not perform its obligations under this Agreement, the other
 Party is entitled to require such Party to assume the liability of breach of
 agreement.                                                           
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|Chapter
 XIV Effectiveness and term                                 
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|14.1                                                                 | This Agreement comes into effect upon the signing by the legal or
 authorized representatives and being affixed with the official stamps of both
 Parties.                                                                                                                                                                                                                
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|14.2                                                                 | The valid term of this Agreement is from May 18, 2010 to May 17,
 2011.                                                                                                                                                                                                                                                                                                   
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|14.3                                                                 | Both Parties shall consult with each other for the extension of this
 Agreement one (1) month before the expiration of this Agreement.                                                                                                                                                                                                                                    
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|Chapter
 XV Modification, transfer and termination of this agreement
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|15.1                                                                 | Any modification, amendment or supplement to this Agreement shall be
 carried out in written form, with the conditions of effectiveness same as
 specified in Article 14.1 hereof.                                                                                                                                                                                        
|                                                                     |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              
|15.2                                                                 | Both Parties expressly indicate that, without the written consent
 from the other Party, any part or all of the rights or obligations under this
 Agreement shall not be transferred by any Party to any third party.                                                                                                                                                     

26

---



|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.3                            | During the valid term of this Agreement, both Parties agree to adjust
 and amend this Agreement accordingly if any of the following circumstances
 occurs:                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                           | Any changes to the relevant national laws, regulations, rules and
 polices;                                                                                                                                              
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                           | Any content of this Agreement conflicting with any relevant
 compulsory rules, administrative measures, regulations and etc.issued
 by the national electric power regulatory authority;                                 
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (3)                                                                                                                                                                                                                                                                                                                                                                           | Other circumstances agreed by both Parties: none.                                                                                                                                                                        
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|15.4                            | Termination                                                                                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | If any of the following events occurs to any Party, the other Party
 is entitled to terminate this Agreement fourteen (14) days after serving a notice of termination:                                                                                                                                                                                                       
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                           | If any Party goes bankrupt or liquidated, or the business license or
 the power business permit of any Party or the Power Station is revoked;                                                                            
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                           | If any Party is merged with the other Party, or all or the major part
 of the assets of any Party is transferred to another entity, and the
 surviving enterprise cannot assume all its obligations under this Agreement;
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (3)                                                                                                                                                                                                                                                                                                                                                                           | Other conditions agreed by both Parties: none.                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|Chapter
 XVI Dispute resolution
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|16.1                            | All disputes arising from the performance of this Agreement and in
 connection with this Agreement may be resolved through friendly consultation
 or mediation by the power regulatory authority. In the event that no
 settlement can be reached through friendly consultation or mediation, such
 dispute shall be settled in the way stipulated in the following Item (2):
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (1)                                                                                                                                                                                                                                                                                                                                                                           | Both Parties agree to submit the dispute for arbitration in [ ]
 arbitration commission in accordance with its arbitration rules. In addition,
 the arbitration award shall be final and binding on both Parties.        
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|                                | (2)                                                                                                                                                                                                                                                                                                                                                                           | Any Party may submit the dispute to the peoples court for resolution
 through judicial proceedings.                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|Chapter
 XVII Applicable law   
|                                |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|17.1                            | The formation, validity, interpretation, performance and dispute
 resolution of this Agreement shall be governed by the laws of the Peoples
 Republic of China.                                                                                                                                                                                                             

27

---



|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter
 XVIII Miscellaneous
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.1                         | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Both Parties warrant that the materials and documents obtained from
 the other Party which cannot be obtained through public channel shall be
 treated confidentially. Without the consent from the original provider of
 such materials and documents, all or any part of such materials and documents
 shall not be disclosed to any third party, unless otherwise provided by the
 State.                                                                                                                                                                                                                                                                               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.2                         | Appendices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Appendix I:
           Diagram for the
 Grid Connection Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Appendix II:
           The Technical
 Parameters of the Power Station                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Appendix III:      The Dispatching Division
 of the Power Stations Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                            
|                             | The Appendices to this Agreement (including Special Provisions) shall
 constitute an integral part of this Agreement, and shall have the same legal
 effect as this Agreement. In case of any discrepancies between this Agreement
 and its appendices, according to the nature of discrepancy, the content most
 related to and dealing more deeply with the point of dispute shall prevail.
 In case that the discrepancy and contradiction still exist after having
 applied the aforesaid principle, both Parties shall, on the principle of good
 faith, consult with each other to make the determination according to the
 purpose of this Agreement.               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.3                         | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | This Agreement (including Specification Clauses) and its appendices
 shall constitute the entire agreement between both Parties as to the subject
 matter of this Agreement, and shall supersede all previous discussions,
 negotiations, contracts and agreements between them in relation to the
 subject matter hereof.                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.4                         | Notification and Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Any notification or document given under or in connection with this
 Agreement shall be in writing. In the event that the notification or document
 is sent through air-mail, courier service or personal delivery, it shall be
 deemed to be given upon the receipt in writing; and in case of facsimile, it
 shall be deemed to be given upon the confirmation of receipt. All
 notifications and documents shall not come into effect until being delivered
 or received. All notifications shall be delivered to the following addresses
 as provided in this Agreement or to a modified address when either Party has
 notified the other Party with a written notice.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Party
 A:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Addressee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             | Telephone:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

28

---



|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|     | Facsimile:                                                                                                                                                                                                                                                                                                                                                          | 0839-5222084                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Post Code:                                                                                                                                                                                                                                                                                                                                                          | 628400                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Email:                                                                                                                                                                                                                                                                                                                                                              | cxmaster@21cn.com                                              
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Mail Address:                                                                                                                                                                                                                                                                                                                                                       | No.13, Renmin West Street, Lingjiang Township, Cangxi County.  
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Party B:                                                                                                                                                                                                                                                                                                                                                            |                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Addressee:                                                                                                                                                                                                                                                                                                                                                          | Sichuan Huabang Hydroelectric Development Co., Ltd.            
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Telephone:                                                                                                                                                                                                                                                                                                                                                          | 0839-5285466                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Facsimile:                                                                                                                                                                                                                                                                                                                                                          | 0839-5285468                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Post Code:                                                                                                                                                                                                                                                                                                                                                          | 628400                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Email:                                                                                                                                                                                                                                                                                                                                                              | sichuanhuabang@163.com                                         
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                
|     | Mailing Address:                                                                                                                                                                                                                                                                                                                                                    | Room 602, Unit 2, Jin Xia Yi Yuan, Binjiang Road, Cangxi County
|     |                                                                                                                                                                                                                                                                                                                                                                    
|18.5 | No Waiver                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                    
|     | Any waiver of any of its rights under this Agreement of any Party,
 which is not expressed in a written form, shall not be deemed as a waiver
 thereof. Either Partys failure to exercise any of its rights under this
 Agreement shall not be considered to be a waiver of any of its aforesaid
 rights or a waiver of any of its aforesaid rights in the future.
|     |                                                                                                                                                                                                                                                                                                                                                                    
|18.6 | Continuous Effectiveness                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                    
|     | The terms and conditions in connection with the arbitration and
 confidentiality under this Agreement shall remain effective after the
 termination of this Agreement.                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                    
|18.7 | Text                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                    
|     | This Agreement comprises nineteen (19) pages, and is executed
 in six (6) counterparts, and each Party holds two (2)
 counterparts, and the rest two (2) counterparts are filed with the Economic
 and Commercial Bureau of Cangxi County.                                                                                                                         

29

---



Party A: Sichuan Cangxi Power Supply Co.,
Ltd.

(seal)

Legal
 Representative or Authorized Representative:__________

Signing Date: May 18, 2010

Signing Place:_______________________

Party B: Sichuan Huabang Hydroelectric
Development Co., Ltd.

(seal)

Legal
 Representative or Authorized Representative:__________

Signing Date: May 18, 2010

Signing Place:_______________________

30

---



|                    |                                                                                                                                                              
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Special
 provisions
|                    |                                                                                                                                                              
|                    | Dispatching for the Reservoir of the Power Station                                                                                                           
|                    |                                                                                                                                                              
|1.1                 | Characteristics for the Reservoir and Basic Parameters                                                                                                       
|                    |                                                                                                                                                              
|1.1.1               | The regulating characteristics for the reservoir of the Power Station
 is: runoff reservoir                                                                  
|                    |                                                                                                                                                              
|1.1.2               | Basic Parameters                                                                                                                                             
|                    |                                                                                                                                                              
|                    | Controlled Drainage Area: 4,934km2.                                                                                                                          
|                    |                                                                                                                                                              
|                    | Normal Storage Level and Corresponding Reservoir Capacity: 368 m;
 30,800,000 m3.                                                                            
|                    |                                                                                                                                                              
|                    | Dead Water Level and Corresponding Reservoir Capacity: 361 m; 5,900,000
 m3.                                                                                 
|                    |                                                                                                                                                              
|                    | Design Flood Level and Corresponding Reservoir Capacity: 372.67m;
 59,880,000 m3.                                                                            
|                    |                                                                                                                                                              
|                    | Check Flood Level and Corresponding Reservoir Capacity: 375.05m;
 77,590,000 m3.                                                                             
|                    |                                                                                                                                                              
|                    | Top Level of Flood Control: 375 m.                                                                                                                           
|                    |                                                                                                                                                              
|                    | Beginning Water Level in Flood Season: 367.6 m.                                                                                                              
|                    |                                                                                                                                                              
|1.1.3               | Reservoir Capacity                                                                                                                                           
|                    |                                                                                                                                                              
|                    | Total Reservoir Capacity: 30,800,000 m3.                                                                                                                     
|                    |                                                                                                                                                              
|                    | Flood Control Capacity: 59,880,000 m3.                                                                                                                       
|                    |                                                                                                                                                              
|                    | Usable Capacity: 29,080,000 m3.                                                                                                                              
|                    |                                                                                                                                                              
|                    | Other Parameters: none.                                                                                                                                      
|                    |                                                                                                                                                              
|1.1.4               | Flow                                                                                                                                                         
|                    |                                                                                                                                                              
|                    | Design Flood: 12,165m3/s.                                                                                                                                    
|                    |                                                                                                                                                              
|                    | Check Flood: 16,890m3/s.                                                                                                                                     
|                    |                                                                                                                                                              
|                    | Maximum Design Discharge Flow: 14,998m3/s.                                                                                                                   
|                    |                                                                                                                                                              
|                    | Minimum Design Discharge Flow: 182m3/s.                                                                                                                      
|                    |                                                                                                                                                              
|                    | Maximum Power Generation Flow: 149.11 m3/s.                                                                                                                  
|                    |                                                                                                                                                              
|1.1.5               | The reservoir water level variation range of the Liyuan Power
 Station Hydroelectric Project during the cofferdam power generation is
 from 367.6 m to 368 m.
|                    |                                                                                                                                                              
|1.2                 | Reservoir Dispatching Range                                                                                                                                  

31

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|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Within the flood season, the flood control capacity and the usage of
 the flood dispatching above the beginning water level shall be subject to the
 unified dispatching and direction of the Flood Control Direction Agency of
 Cangxi County, and the capacity below the beginning water level shall be
 subject to the unified dispatching and direction of the Power Dispatching
 Agency.
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.3 | Principles for the Reservoir Dispatching                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                           | To conduct the reservoir dispatching in accordance with relevant laws
 and regulations and the reservoir dispatching regulations to assure the safe
 operation of the reservoir.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                           | To carry out the dispatching in strict accordance with its project
 designed flood control principles in order to ensure the safety of the
 project and satisfy the flood control standard requirements of the upstream
 and downstream flows.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                           | To make full use of the hydropower resources and develop the
 comprehensive utilization of the reservoir.                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.4 | Basic Requirements for the Reservoir Dispatching                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                           | Party B shall provide the design materials, operational statistical
 data, and operation conclusion of the Power Station as required by Party A.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                           | The Power Station shall submit the annual flood control plan of the
 current year to the Power Dispatching Agency before March 30th of
 each year, pay close attention to the meteorological changes within the
 drainage during the flood season, provide the flood conditions and other
 conditions in relation to the flood control in time, and carry out the
 short-term flood prediction. In case of serious flood or disastrous climate,
 Party B shall report to Party A immediately.
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                           | Party B shall deliver the real-time operation conditions of the
 reservoir and generator units to Party B as required.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (4)                                                                                                                                                                                                                                                                                                                                                                                           | The water level of the reservoir shall be controlled in accordance
 with the designed dispatching diagram or the reservoir water level
 fluctuation plan agreed by both Parties through consultation, and shall be
 assured to be operated above the dead water level.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (5)                                                                                                                                                                                                                                                                                                                                                                                           | The comprehensive utilization, the utilization in the frequency
 modulation, cycling loading of the grid, and Emergency standby duty of the
 Power Station shall be fully take use of, provided that the safety of the dam
 and equipment of the Power Station are assured.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (6)                                                                                                                                                                                                                                                                                                                                                                                           | Both Parties shall coordinate with each other and do their best to
 take full use of the hydroelectric energy for more power generation with less
 water discharging.                                                                                                                                                                                                                                                                                                                        

32

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APPENDIX I Diagram for the Grid Connection Points

(DIAGRAM)

The grid connection point is the 591 switch
of 35KV Lingli Line (vacuum circuit breaker) owned, operated and maintained by
Party B, which is dispatched by Party A.

The 35KV Lingjiao Line and 544 switch
indicated in the diagram are the equipments owned by Party A; and the lines
from the T connection point of 35KV Line till Liyuan Power Station is the
equipment owned by Party B.

33

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APPENDIX
II The Technical Parameters of the Power Station

|  |                                                                  
|- | -----------------------------------------------------------------
|1 | Data Plate Parameters of the Generator Units of the Power Station

|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|-------------------- |  |  | -------------- |  |  | ---------------------- |  |  | ------------------ |  |  | ----------------------- |  |  | -------------------------- | 
|Serial
 Number       |  |  | Models         |  |  | Rated
 Capacity
 (MVA) |  |  | Active Power
 (MW) |  |  | Rated
 Capacity
 Factor |  |  | Rated
 Revolution
 (r/min) | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.1 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.2 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.3 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.4 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.5 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 
|                     |  |  |                |  |  |                        |  |  |                    |  |  |                         |  |  |                            | 
|No.6 Generator
 Unit |  |  | SF2000-28/2840 |  |  | 2.5                    |  |  | 2                  |  |  | 0.8                     |  |  | 214.3                      | 

|    |                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2   | The grid connection line for the connection between the Power Station
 and the grid of Party A.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                      
|    | Name of the Line: Lingli line.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                      
|    | Voltage Classification: 35 KV                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                      
|3   | Party B shall provide other accurate parameters of the Power Station
 in accordance with the designed parameters of the equipments and the result
 of the grid connection checking.                                                                                  
|    |                                                                                                                                                                                                                                                                      
|3.1 | The Output Range for the Normal Operation                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                      
|    | The maximum output
 of the normal operation of No.1, 2, 3, 4, 5 and 6 power generator units
 of the Power Station is 100% of the rated capacity, and the minimum
 output of the normal operation of such aforesaid power generator units is 0% of the rated capacity.

34

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 | Under any specific conditions of the grid, no specific requirement
 is needed for the minimum output of No.1, 2, 3, 4, 5 and 6 power
 generator units of the Power Station.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.3 | The modulation rate for the frequency of the generator units during
 the nominal operation                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The rate for No.1, 2, 3, 4, 5 and 6 power generator units of
 the Power Station is 2 MW/min.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.4 | The minimum duration required from the receipt of the dispatching
 direction to the reaching of the generator units for grid connection output
 is 5 minutes.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.5 | After the receipt of the dispatching direction, the shortest shutdown
 duration from full load output to zero load is 3 minutes.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.6 | The shortest shutdown duration from disconnection of units to
 reconnection with the grid: 1 minute.                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.7 | No.1, 2, 3, 4, 5 and 6power generator units of the Power Station cannot
 be under the under-excitation operation.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.8 | Other technical parameters needed to be specified by both Parties: none.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4   | The operation modes limited or non-recommended by the manufacturer of
 the equipments:                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | No.1, 2, 3, 4, 5 and 6generator units cannot be operated for phase
 modulation at any conditions.                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | No.1, 2, 3, 4, 5 and 6generator units cannot be operated for frequency
 modulation under the condition of the parallel operation of the Cangxi
 grid and the bigger system.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Other non-recommended operation modes: none.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|5   | After the business operation of the Power Station, in case of any
 changes to the operational parameters of the generator units noticed by the
 Party B which needs to be adjusted since it cannot reach the technical
 parameters indicated in Article 3 of this appendix, Party B shall indicate
 the conditions to the Power Dispatching Agency, and submit the testing report
 confirmed by the qualified agency.

35

---



APPENDIX III The
Dispatching Division of the Power Stations Equipments

|  |                                                                                                                        |                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | The direct dispatching range of the Power Dispatching Agency after
 the grid connection with the Power Station.       
|  |                                                                                                                        |                                                                                                                                                            
|  | (1)                                                                                                                    | The generator units: No.1, 2, 3, 4, 5 and 6.                                                                                                               
|  |                                                                                                                        |                                                                                                                                                            
|  | (2)                                                                                                                    | Primary Equipments                                                                                                                                         
|  |                                                                                                                        |                                                                                                                                                            
|  |                                                                                                                        | The 591 switch of 35KV Lingli Line and the isolating switches
 (including the ground switch) between the 591 switch, and No. 1, 2 and 3 main
 transformers.
|  |                                                                                                                        |                                                                                                                                                            
|  | (3)                                                                                                                    | The Relay Protection and Automatic Safety Devices in connection with
 the Grid Operation of Party A                                                        
|  |                                                                                                                        |                                                                                                                                                            
|  |                                                                                                                        | The relay protection and automatic safety devices for the591 switch of 35KV Lingli
 Line.                                                                  
|  |                                                                                                                        |                                                                                                                                                            
|  | (4)                                                                                                                    | The Dispatching Automatization and Communication Facilities in
 connection with the Grid Operation of Party A                                              
|  |                                                                                                                        |                                                                                                                                                            
|  |                                                                                                                        | None.                                                                                                                                                      
|  |                                                                                                                        |                                                                                                                                                            
|  | (5)                                                                                                                    | Other Facilities Considered to be connected with the Grid Safety by
 the Power Dispatching Agency                                                          
|  |                                                                                                                        |                                                                                                                                                            
|  |                                                                                                                        | None.                                                                                                                                                      
|  |                                                                                                                        |                                                                                                                                                            
|2 | The permitted dispatching jurisdiction of the Power Dispatching
 Agency after the grid connection of the Power Station
|  |                                                                                                                        |                                                                                                                                                            
|  | (1)                                                                                                                    | No.1, 2, 3, 4, 5 and 6 generator units.                                                                                                                    
|  |                                                                                                                        |                                                                                                                                                            
|  | (2)                                                                                                                    | No. 1, 2, 3 main transformers                                                                                                                              
|  |                                                                                                                        |                                                                                                                                                            
|  | (3)                                                                                                                    | Dispatching Communication Line                                                                                                                             

36

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