Exhibit 4.98

|                                                                  
|------------------------------------------------------------------
|                                                                  
|POWER PURCHASE AND SALE CONTRACT                                  
|                                                                  
|(Contract Number: De Dian Gu Si 2009-009)                         
|                                                                  
|Power
 Purchaser: Yunnan Dehong Power Co., Ltd                    
|                                                                  
|Power Seller: Yingjiang
 County Qinrui Husahe Hydropower Co., Ltd.

---



POWER PURCHASE CONTRACT

(Contract Number: 2009-009)

|             |                                 |                                                         |   
|------------ | ------------------------------- | ------------------------------------------------------- | --
|Chapter I    | Definitions and interpretations | 4                                                      
|             |                                 |                                                         |   
|Chapter II   | Representations by the parties  | 6                                                      
|             |                                 |                                                         |   
|Chapter III  |                                 | Obligations of the parties                              | 7 
|             |                                 |                                                         |   
|Chapter IV   |                                 | Purchase and sale of the electric
 power                | 8 
|             |                                 |                                                         |   
|Chapter V    |                                 | On-grid electricity tariff                              | 10
|             |                                 |                                                         |   
|Chapter VI   |                                 | Metering of electric power                              | 10
|             |                                 |                                                         |   
|Chapter VII  |                                 | Calculation of electricity output                       | 12
|             |                                 |                                                         |   
|Chapter VIII |                                 | Settlement and payment of
 electricity fees             | 13
|             |                                 |                                                         |   
|Chapter IX   |                                 | Force majeure                                           | 15
|             |                                 |                                                         |   
|Chapter X    |                                 | Unplanned outage                                        | 17
|             |                                 |                                                         |   
|Chapter XI   |                                 | Liability for breach of contract                        | 17
|             |                                 |                                                         |   
|Chapter XII  |                                 | Effectiveness and valid term of
 this contract          | 18
|             |                                 |                                                         |   
|Chapter XIII |                                 | Applicable law                                          | 18
|             |                                 |                                                         |   
|Chapter XIV  |                                 | Amendment, assignment and
 termination of this contract | 18
|             |                                 |                                                         |   
|Chapter XV   |                                 | Disputes resolution                                     | 19
|             |                                 |                                                         |   
|Chapter XVI  |                                 | Miscellaneous                                           | 19

2

---



This Power Purchase and Sale Contract (hereinafter referred to as this Contract) is executed by and between
the following Parties:

Power Purchaser: Yunnan Dehong Power Co., Ltd., a company
conducting the business of grid operation, which was registered and established
with the Administration for Industry and Commerce of Yunnan Province. It
has procured the Power Transmission Permit (number: Dian Bing024)
issued by the Power Regulatory Department of Yunnan Province Economic and
Trade Commission. Its Tax Registration Certificate number is 533103713470352,
the registered address is at No.99 Central Section of Mangshi Street,
and the legal representative is Yue Zhi Qiang.

Power Seller: Yingjiang County Qinrui Husahe
Hydropower Co., Ltd., a legal entity conducting
the business of power generation, which was registered and established with the
Administration for Industry and Commerce of Yingjiang County. It has
procured the Power Generation Permit (number: ________) issued by ________
Power Regulatory Department for the Power Plant (units) referred to in this
Contract. Its Tax Registration Certificate number is 5331236701876052,
the registered address is Mangxian Village, Nongzhang, Yingjiang County,
and the legal representative is Li Zi Heng.

The mail
address and bank account information provided by the Parties are as follows:

Name of Power Purchaser: Yunnan Dehong Power Co., Ltd.

Addressee:
Power Marketing Department

E-mail
Address: ____________________________

Telephone Number: 8893228 Facsimile Number: 8893228 Zip Code: 678400

Mail Address: No.99 Central Section of Mangshi Street, Luxi City

Account Name: Yunnan Dehong Power Co., Ltd.

Opening Bank: Agricultural Bank of China, Dehong Prefecture Branch

Account Number: 139801040001427

Name of Power Seller: Yingjiang County Qinrui Husahe Hydropower Co., Ltd.

Addressee:
Business Department

E-mail
Address: ___________________________

Telephone
Number: 8886807 Facsimile Number: 2122159 Zip Code: 678400

Mail
Address: Shang Section, Bingwu Road, Manshi

Account
Name: Yingjiang County Qinrui Husahe Hydropower Co., Ltd.

Opening
Bank: Agricultural Bank of China Yingjiang County

3

---



Account
Number: 1394010400007910

WHEREAS:

|    |                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Power
 Seller is currently owning and operating the Husahe Cascade III, IV and
 Mangxian power plants in Jiemao Township, Yingjiang County
 (hereinafter referred to as the Power
 Plant) with the total installed capacity of 18,700 KW.
|    |                                                                                                                                                                                                                                                
|(2) | The Power
 Plant has been connected to the power grid operated and administrated by the
 Power Purchaser.                                                                                                                                      

After friendly consultations, on the principles of equality, free will
and good faith, both Parties to this Contract have reached this Contract in
accordance with the Contract Law of the
Peoples Republic of China, the Electric
Power Law of the Peoples Republic of China, the Regulations on the Administration of the Dispatching
of Power Gridsand other relevant laws and regulations of the
Peoples Republic of China.

Chapter I Definitions and interpretations

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1    | Unless the context otherwise
 requires, the terms used in this Contract shall be defined as follows:                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.1  | Power Plant refers to the power
 generation facilities with all auxiliary facilities stretching to the
 demarcation point of property rights with the installed capacity of 18,700
 KW (the unit capacity is (2*0.7+2*0.16+3*0.05) *10000 KW, with seven
 (7) installed units, namely, No. 1, No. 2, No. 3, No.4, No.5, No.6,
 No.7 unit), which are owned and operated by the Power Seller and located
 in Jiemao Township, Yingjiang County.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.2  | Annual Actual On-grid Output refers to
 the annual electricity output transmitted to the Power Purchaser by the Power
 Seller at the Metering Point. The unit for metering the electricity output is
 kwh.                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1.3  | Annual Contractual On-grid Output refers
 to the annual on-grid electricity output stipulated in Article 4.1hereof.                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.4 | Annual (Monthly) Accumulated Electricity Purchase
 Output refers to the electricity purchase output stipulated in
 Article 4.4.1 hereof.                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.5 | On-grid Electricity Output during Commissioning
 Period refers to the on-grid electricity output generated by the
 Power Plant during the period between the initial grid connection date of
 different generator units and the formal delivery for commercial operation.                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.6 | Planned Outage refers to the status of
 the generator units of the Power Plant during the planned overhaul period,
 including the general overhaul, the repair, the public system planned
 overhaul, and the holiday repairing and the elimination of defects during
 off-peak period required by the Power Purchaser (power dispatching
 organization), etc. The
 permitted Planned                                                          

4

---



|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | Outage
 hours for each generator unit of the Power Plant per year are set out in
 Appendix III hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.7  | Unplanned Outage refers to the
 unavailable condition of the generator units of the Power Plant which are not
 during the Planned Outage period. Based on the urgency of outage, the
 Unplanned Outage can be classified as the following five categories: (1)
 immediate outage; (2) the outage which could be delayed for a short while but
 must be exited within six hours; (3) the outage which could be postponed over
 six hours but must be exited within seventy-two hours; (4) the outage which
 could be deferred over seventy-two hours but must be exited before the next
 Planned Outage; and (5) the prolonged outage which is exceeding the time
 limit of the Planned Outage.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.8  | Forced Outage refers to the aforesaid
 (1), (2) and (3) categories of Unplanned Outage in Article 1.1.7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.9  | Available Hours refers to the hours for
 the units under available conditions, which are the sum of service hours and
 reserve hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.10 | Equivalent Unit Derated Outage Hours
 refers to the outage hours calculated by the nameplate capacity which are
 converted from the derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.11 | Equivalent Available Factor refers to
the proportion of the difference between the Available Hours and the
Equivalent Unit Derated Outage Hours to the period hours. In respect of this
Contract, the planned target for the Equivalent Available Factors in the
overhaul years is forty days, in the non-overhaul years is twenty
days; and the Equivalent Available Factors for other units are
respectively .                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.12 | Equivalent Unplanned Outage Hours refers
 to the sum of the Unplanned Outage Hours and the unplanned Equivalent Unit
 Derated Outage Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.13 | Power Purchasers Reason refers to the
 requirements or liabilities of the Power Purchaser, including, without
 limitation, the liabilities of Power Purchaser for the enlargement of
 accident due to its failure to comply with relevant national regulations and
 standards, etc.                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.14 | Power Sellers Reason refers to the
 requirements or liabilities of the Power Seller, including, without
 limitation, the liabilities of the Power Seller for the enlargement of
 accident due to its failure to comply with relevant national regulations and
 standards,etc.                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.15 | Metering Point refers to the point where
 the electric power metering device is installed indicated in the Appendix II
 hereto. Generally speaking, the Metering Point shall be set at the demarcation point of property right of
 the Parties; in the event that the metering devices cannot be installed at
 the demarcation point of property rights, the installation place shall be
 determined by both Parties through consultation.                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1. 1.16 | Emergencies refers to the accidents
 occurred to the power grid or material accidents occurred to the power
 generation or power supply facilities; the grid frequency or electric voltage
 exceeds the prescribed limit, the loading of the transmission and
 transformation                                                                                                                                                                                                                                                                                                                                                                                                                 

5

---



|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          | facilities
 is over the regulated amount, the power of trunk circuit exceeds the
 specified stability limitation and other operational situations which
 threaten the security of the grid operation, may destroy the grid stability
 and eventually lead to the collapse of the grid or even power interruption in
 a vast area.                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1. 1.17                                   | Technical Parameter refers to the
 technical restrictive conditions for electric power utilities (including the
 equipments of the Power Plant and the facilities for grid connection) listed
 out in Appendix I hereto.                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1. 1.18                                   | Working Day refers to the calendar days
 excluding statutory holidays and vacations. In the event that the agreed
 payment date is not a Working Day, then the payment date shall be
 correspondingly postponed to the next Working Day.                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1. 1.19                                   | Force Majeure
 refers to the objective events which are unforeseen, unavoidable and
 insurmountable, including volcano eruptions, tornados, tsunamis, snowstorms,
 mudslide, landslide, flood, fire, failure of the water inflows to meet the
 designed standards, earthquakes, typhoons, thunder and lightening, fog flash,
 etc. beyond the designed
 standards, and nuclear radiation, wars, plagues and riots, etc.
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2                                       | Interpretations                                                                                                                                                                                                                                                                                                                                                                                                          
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2.1                                     | All
 headings hereof are only for the convenience of reading and shall not affect
 the interpretation of this Contract in any way.                                                                                                                                                                                                                                                                                       
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2.2                                     | The
 Appendices to this Contract shall have the same legal effect as the text of
 this Contract.                                                                                                                                                                                                                                                                                                                         
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2.3                                     | Unless
 otherwise agreed by the Parties, this Contract shall have the same binding
 force on the legitimate successors or assignees of the Parties.                                                                                                                                                                                                                                                                      
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                          | In case
 of situations prescribed in the above Article, relevant obligors shall
 fulfill requisite notification obligations and complete relevant legal procedures
 in accordance with law.                                                                                                                                                                                                                              
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2.4                                     | Unless
 otherwise required by the context, the day, month and year referred to in
 this Contract shall be the day, month and year of the Gregorian calendar.                                                                                                                                                                                                                                                             
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2.5                                     | The words include, includes
 or including shall mean including without limitation.                                                                                                                                                                                                                                                                                                                                 
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chapter II Representations by the parties
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                          | Any Party hereby represents to
 the other Party that:                                                                                                                                                                                                                                                                                                                                                                    
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1                                       | It is an
 enterprise that has been duly established and validly and legally in
 existence in accordance with law, and has the full right to enter into and
 the ability to perform this Contract.                                                                                                                                                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.2                                       | procedures
 required for entering into and performing this Contract (including procuring
 requisite governmental approvals, business license and power business permit,
 etc.) have been accomplished and are legal and valid.                                                                                                                                                                                           

6

---



|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.3                                    | When
 entering into this Contract, no judgments, verdicts, awards or specific
 administrative acts have been carried out by any courts, arbitration
 institutes, administrative organs or other regulatory bodies that will have
 material adverse effect on its performance of this Contract.                                                                                                                                                                                                                                               
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.4                                    | internal
 authorization procedures required for executing this Contract have been
 accomplished and this Contract is signed by its legal representative or
 authorized proxy. This Contract shall have the binding force on both Parties
 of this Contract after it comes into effect.                                                                                                                                                                                                                                                       
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chapter III Obligations of the parties
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1                                    | The Power Purchasers obligations
 shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1.1                                  | To
 purchase the electric power generated by the Power Plant of the Power Seller
 in accordance with the provisions of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1.2                                  | To abide
 by the Grid Connection and Dispatching Agreement entered into by the Parties,
 operate and maintain the power transmission and transformation facilities in
 accordance with relevant national standards and electric power industrial
 standards, and maintain the security, high quality and economic operation of
 the electric power system.                                                                                                                                                                                   
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1.3                                  | To dispatch
 the electric power and disclose information publicly, justly and fairly
 according to relevant regulations of the State and to provide information
 relating to the power load, reserved capacity and operational conditions of
 power transmission and transformation facilities, etc.                                                                                                                                                                                                                                         
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1.4                                  | To
 provide electric power to the Power Seller for restarting the generator units
 of the Power Plant according to relevant national regulations or mutual
 agreements.                                                                                                                                                                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1.5                                  | To
 compensate the Power Seller for the reasonable fees arising from the paid
 assistant services provided by the Power Seller upon the request of the Power
 Purchaser according to relevant national regulations.                                                                                                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2                                    | The Power Sellers obligations
 shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2.1                                  | To sell to
 the Power Purchaser the electric power that satisfies the national standards
 and the electric power industrial standards in accordance with the provisions
 of this Contract.                                                                                                                                                                                                                                                                                                                                                   
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2.2                                  | To abide
 by the Grid Connection and Dispatching Agreement entered into by the Parties,
 comply with the unified dispatch of electric power, operate and maintain the
 Power Plant according to national standards, the electric power industrial
 standards and the dispatching codes, ensure the operational abilities of the
 power generation units satisfy the technical standards and rules issued by
 relevant departments of the State, and maintain the security, high quality
 and economic operation of the electric power system.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2.3                                  | To
 provide to the Power Purchaser with the reliability index and the operational
 conditions for the units of the Power Plant on a monthly basis, provide
 information concerning the defects of facilities in a timely fashion,
 regularly provide the overhaul plan for the units of the Power Plant, and
 strictly implement the overhaul plan for the generator units of the Power
 Plant which has                                                                                                                                     

7

---



|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    | been
 comprehensively arranged and balanced by the Power Purchaser and determined
 by the Parties through consultations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.4                                               | To
 compensate the Power Purchaser for the reasonable fees arising from the paid
 assistant services provided by the Power Purchaser upon its request according
 to relevant national regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.5                                               | Not to
 conduct the business of supplying power directly to the consumers without the
 approvals from relevant authorities of the State.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Chapter IV Purchase and sale of the
 electric power
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1                                                 | Annual Contractual On-grid
 Electricity Output                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                    | The
 Annual Contractual On-grid Electricity Output shall be determined in the
 supplemental agreement entered into by and between parties hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2                                                 | Equivalent Available Factor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                    | Equivalent Available Factor shall
 be determined in the annual supplemental agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3                                                 | The Allowable Deviation for
 Actual Electricity Generation Power                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                    | During
 any period of time, the allowable deviation range between the actual
 electricity generation power of the Power Plant and the power determined by
 the daily electricity generation dispatching plan curve (including the
 interim adjustment curve) released by the electric power dispatching agency
 shall be: from negative 3% to positive 3%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4                                                 | Accumulated Electricity Purchase
 Output and Surplus and Deficiency of Electricity Purchase Output                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.1                                               | The sum
 of annual (monthly) electricity output generated by the output within the
 allowable deviation range prescribed in Article 4.3 of the Power Plants
 units and the electricity output generated by the output beyond the allowable
 deviation range prescribed in Article 4.3 due to Power Purchasers Reason,
 plus the electricity output generated by the output of the Power Plants
 units on other conditions which conform to the requirements of the
 dispatching instructions equals to the Annual (Monthly) Accumulated
 Electricity Purchase Output. The difference between the Annual (Monthly)
 Accumulated Electricity Purchase Output and the Annual (Monthly) Contract
 On-grid Electricity Output shall be the annual (monthly) surplus or deficient
 electricity purchase output of the Power Purchaser.
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.2                                               | Annual
 (Monthly) Accumulated Electricity Purchase Output shall be settled according
 to the on-grid tariff prescribed in Article 5.2 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.3                                               | At the
 end of each contract year, in the event that the Annual Accumulated
 Electricity Purchase Output of the Power Purchaser is less than the Annual
 Contractual On-grid Electricity Output, the Power Purchaser shall pay the
 liquidated damages to the Power Seller for the deficiency of Annual
 Electricity Purchase Output according to the result calculated by the following
 formula:                                                                                                                                                                                                                                                                                                                                                                                                                                 

8

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | The
Deficiency of Annual Electricity Purchase Output = Annual Contractual On-grid
Electricity Output  Annual Accumulated Electricity Purchase Output 
The Deficiency of Electricity Generation Output of that year due to Force
Majeureoccurred to the Power Seller  The
Deficiency of Electricity Generation Output of that year due to the
Breach of Contract of the Power Seller                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | [Wherein:
 Accumulated Electricity Purchase Output = Actual
 On-grid Output  The Surplus of Electricity
 Generation Output due to the Breach of Contract of the Power Seller]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Liquidated
 Damages for the Deficiency of Annual Electricity Purchase Output = The Deficiency of Annual Electricity Purchase
 Output×The On-grid Tariff approved by the Local Price Regulatory Authority                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.5   | The Surplus or Deficiency of
 Electricity Generation Output due to Breach of Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.5.1 | At any
 period of time, in the event that the Power Seller violates the dispatching
 instructions to generate electricity or fail to generate electricity, or
 violates the dispatching instructions to generate electricity on the
 condition exceeding the allowable deviation range, the incurred surplus or
 deficient electricity generation output shall be the surplus or deficiency of
 electricity generation output of the Power Seller due to breach of contract.
 The surplus or deficiency of electricity generation output due to breach of
 contract shall be caused by the following three conditions: (1) the surplus
 or deficiency of electricity generation output caused by the Power Sellers
 unauthorized start-up or shut-down of the units without the consent of the
 Power Purchaser; (2) the surplus or deficiency of electricity generation
 output caused by the electricity generation by the Power Plant on the condition
 exceeding the allowable deviation range prescribed in Article 4.3 which has
 been warned by the Power Purchaser, or by the continuous electricity
 generation on the condition exceeding the allowable deviation range
 prescribed in Article 4.3 for over five minutes; (3) the surplus or
 deficiency of electricity generation output due to the Power Sellers failure
 to perform the dispatching instructions of reducing or adding the unit output
 under Emergencies.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.5.2 | The Power
 Purchaser shall not settle the surplus electricity generation output due to
 the breach of contract of the Power Seller; in the meanwhile, the Power
 Seller shall pay to the Power Purchaser the liquidated damages for the
 surplus electricity generation output.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Liquidated
 Damages for Annual Surplus Electricity Generation Output = The Annual Surplus Electricity Generation Output due
 to Breach of Contract×The On-grid Electricity Tariff approved by Local Price
 Regulatory Authority×2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

9

---



|      |                                                                                                                                                                                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                 
|4.5.3 | The
 deficient electricity generation output due to breach of contract of the
 Power Seller shall be deducted as Unplanned Outage; in the meanwhile, the
 Power Seller shall pay to the Power Purchaser the liquidated damages for the
 deficient electricity generation output.
|      |                                                                                                                                                                                                                                                                                 
|      | Liquidated
 Damages for Annual Deficient Electricity Generation Output = The Annual Deficient Electricity Generation Output
 due to Breach of Contract×The On-grid Electricity Tariff approved by Local
 Price Regulatory Authority                                             

|                                      |                                                                                                                                                                                                                              |                                                                     
|------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------
|4.5.4                                 | The Power
 Sellers violations of the dispatching instructions shall be punished in
 accordance with the provisions of relevant laws and regulations and the
 stipulations of the Grid Connection and Dispatching Agreement.
|                                      |                                                                                                                                                                                                                              |                                                                     
|Chapter V On-grid tariff             
|                                      |                                                                                                                                                                                                                              |                                                                     
|5.1                                   | On-grid Tariff During
 Commissioning Period                                                                                                                                                                                 
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | The on-grid tariff during commissioning
 period shall be determined in the annual supplemental agreement.                                                                                                                   
|                                      |                                                                                                                                                                                                                              |                                                                     
|Chapter VI Metering of electric power
|                                      |                                                                                                                                                                                                                              |                                                                     
|6.1                                   | Metering Point                                                                                                                                                                                                              
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | The
 Metering Points for metering and recording the on-grid electricity output and
 from-grid electricity output shall be installed at the following points
 (details of which are set out in Appendix II):                 
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (1)                                                                                                                                                                                                                          | beside 35KV line of Husahe
 Cascade III power station               
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (2)                                                                                                                                                                                                                          | Side outgoing line of No.1, No.2
 Husahe Cascade IV Main Transformer
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (3)                                                                                                                                                                                                                          | Husahe Cascade IV Huiliu Power
 Station                            
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (4)                                                                                                                                                                                                                          | Husahe Cascade IV  Cascade
 II&III Power Stations                  
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (5)                                                                                                                                                                                                                          | Beside Husahe Cascade IV Husonghe 110 KV Line                      
|                                      |                                                                                                                                                                                                                              |                                                                     
|                                      | (6)                                                                                                                                                                                                                          | Beside Husahe Cascade IV Zhangfeng 110 KV Line                     
|                                      |                                                                                                                                                                                                                              |                                                                     
|6.2                                   | Metering Devices for Electric
 Power and Relevant Equipments                                                                                                                                                                
|                                      |                                                                                                                                                                                                                              |                                                                     
|6.2.1                                 | Metering
 devices include, without limitation, the energy meters, metering voltage
 transformer, current transformer, secondary circuit and electric power
 metering box/tank, etc.                                         
|                                      |                                                                                                                                                                                                                              |                                                                     
|6.2.2                                 | Metering
 devices shall be installed and allocated in accordance with the Technical Administration Code of Electric Power
 Metering (DL / T448-2000). No auxiliary junction points                                          

10

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | of
 isolating switch shall be installed in the secondary circuit of voltage
 transformer, and no types of voltage compensation devices shall be connected
 thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.3 | Energy
 meters shall be selected from the static multifunctional meters, the
 technical performances of which shall conform to the requirements of the Multifunction Energy Meters (DL / T
 614-1997). The energy meters shall be equipped with standard communication
 interface and the functions of no-voltage recorder and no-voltage timing,
 time-matching and incidents recording, and shall have the local data
 communication and (or through the remote terminal of electric power) remote
 transmission functions, which shall be connected to the Power Purchasers
 management system for the master station of electric power. In addition, the
 energy meters shall have the daily load curve recording function, support
 network communications, be of good compatibilities, and have sufficient
 safety precautions to prevent the access of unauthorized persons.                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.4 | The
 metering devices shall be installed by the Electric Power Metering Testing
 Station of Dehong Prefecture in accordance with the requirements before the
 grid connection of the Power Plant. Before the metering devices are put into
 operation, the Parties hereto shall carry out the completion acceptance of
 the metering devices according to the requirements of the Technical Administration Code of Electric Power
 Metering (DL / T448-2000). As for those metering devices which
 have already been put into operation, the Electric Power Metering Testing
 Station of Dehong Prefecture, which has been recognized by the State metering
 administration authority and acknowledged by both Parties, shall carry out
 technical recognition of the technical performances and management conditions
 of the metering devices with reference to the requirements of this Article. As
 for those aspects which fail to satisfy the requirements, both Parties shall
 reach an agreement through consultation and accomplish the transformation
 within a specific period.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.5 | A set of
 energy meters with the same model, specification and accuracy shall be
 installed at each Metering Point.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.6 | At the
 Metering Point where the on-grid electricity output and the from-gird
 electricity output are simultaneously metered, the energy meters for metering
 the on-grid electricity output and the from-grid electricity output shall be
 respectively installed and shall satisfy the requirements set out in Article
 6.2.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.7 | The
 metering devices shall be tested and sealed with strip seals, stamps or other
 measures for seal by the Electric Power Metering Testing Station of Dehong
 Prefecture, which has been recognized by the State metering administration
 authority and acknowledged by both Parties. Neither Party shall arbitrarily
 unseal the metering devices, change the metering devices for electric power,
 the interconnection lines between the metering devices or replace the
 components of the metering devices. In the event that any Party proposes the
 technology development, the transformation plan must be approved by the other
 Party and the transformation must be carried out with both Parties at
 presence, which shall not be put into use until having passed the completion
 acceptance as required in Article 6.2.4.                                                                                                                                                                                                                                                  

11

---



|      |                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                           
|6.3   | The Power
 Seller shall purchase the metering devices for metering the on-grid
 electricity output and the from-grid electricity output on its own expenses,
 and shall be responsible for the daily management and maintenance of the
 metering devices.                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                           
|6.4   | Checking of Metering Devices                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                           
|6.4.1 | The
 defaults inspections and periodical checking for metering devices shall be
 carried out by the Electric Power Metering Testing Station of Dehong
 Prefecture, which has been recognized by the State metering administration
 authority and acknowledged by both Parties, with both Parties at presence.
 Any expenses and fees arising therefrom shall be borne by the Power Seller.

|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.4.2                                          | Besides
 the periodical checks, either Party may require at any time for checking or
 testing the metering devices, which shall be carried out by the Jincheng
 Company. After being checked or tested, in the event that the error of the
 metering devices cannot reach the prescribed accuracy, the expenses and fees
 arising therefrom shall be borne by the Party who proposes the checking or
 testing.                                                                                                                                                                                                                                                                                                                                                                                                          
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.5                                            | Treatment of Metering Abnormities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                               | In the
 event any Party hereto detects the abnormities or malfunctions of the
 metering devices which consequently affect the metering of electric power,
 such Party shall immediately inform the other Party and Jincheng Company to
 jointly analyze the problems so as to resume the normal metering as soon as
 possible. Under normal circumstances, the settlement of electricity output
 shall be based on the data recorded on the main meters at trade settlement
 metering point. In case of abnormities of the trade settlement metering
 point, as for other abnormities, both Parties shall, after thorough
 consultations, determine the electricity output during the abnormal period
 according to the information provided by the no-voltage recorder, no-voltage timing
 device and other equipments.
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Chapter VII Calculation of electricity
 output
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1                                            | The
 on-grid electricity output and from-grid electricity output shall be settled
 on a monthly basis so as to realize the daily recording, monthly settlement
 and clearing at the end of each year. The electricity output for settlement
 shall be read from the energy meters at the Metering Point at twenty four
 oclock of Beijing time on the last day of each month, which shall be
 confirmed by both Parties. In case the matters relating to the calculation of
 from-grid electricity output are stipulated in the Power Supply and Use
 Contract, the stipulations of such contract shall be followed.                                                                                                                                                                                                   
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2                                            | Reading and Recording of the Data
 for Electricity Output Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2.1                                          | On site
 reading and recording of the data for electricity output settlement. Before
 the operation of the Power Purchasers remote terminal of electric power, the
 data for electricity output settlement shall be the data carried on the
 meters at twenty four oclock referred to in Article 7.1 which has been set
 up by taking advantage of the frozen function of the energy meters, which
 shall be agreed by the staff of both Parties to read and record on site.                                                                                                                                                                                                                                                                                                                                          

12

---



|      |                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                        
|7.3   | Calculation of Electricity Output                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                        
|7.3.1 | On-grid Electricity Output                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                        
|      | The
 on-grid electricity output shall be the aggregated output of all electricity
 output (positive direction) delivered from the Power Plants units to the
 Power Purchaser and read at the Metering Point stipulated in Article 6.1.
|      |                                                                                                                                                                                                                                        
|7.3.2 | From-Grid Electricity Output                                                                                                                                                                                                           

|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                         | The
 from-grid electricity output shall be the electricity output delivered from
 the power grid to the Power Plant during the commissioning period before the
 startup of the Power Plant or when all units of the Power Plant stop
 operation due to its own reasons. The from-grid electricity output shall be
 the accumulated output of all electricity input (negative direction) read at
 the Metering Point stipulated in Article 6.1 and all electricity input of
 startup/standby transformers.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4                                                      | Power Factor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                         | After
 calculating the on-grid reactive electricity output, in the event that the
 power factor is over 0.8, it will be deemed as reactive insufficiency. The
 Power Seller shall pay to the Power Purchaser the reactive compensation
 electricity fees for the reactive insufficiency.                                                                                                                                                                                                                 
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.5                                                      | The
 on-grid electricity output and the from-grid electricity output shall be
 calculated separately and shall not be offset with each other.                                                                                                                                                                                                                                                                                                                                                            
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chapter VIII Settlement and payment of
 electricity fees
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.1                                                      | Calculation of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.1.1                                                    | The electricity fees shall be
 settled in RMB.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.1.2                                                    | The on-grid electricity fees
 shall be calculated by the following formulas:                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                         | On-grid
 Electricity Fees = Accumulated Electricity
 Purchase Output × Corresponding On-grid Electricity Tariff (Inc. Tax)                                                                                                                                                                                                                                                                                                                                                                               
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                         | Reactive
 Electricity Fees = Reactive Insufficient
 Electricity Output×Corresponding Reactive Compensation Electricity Tariff
 (Inc. Tax)                                                                                                                                                                                                                                                                                                                                                                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.2                                                      | Settlement of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.2.1                                                    | After
 having completed the readings of the energy meters according to Article 7.2,
 the Power Seller shall accurately calculate the on-grid electricity output
 and the electricity fees in accordance with the reading records, fill in the
 Electricity Output Settlement Sheet and the Electricity Fees Billing Sheet,
 and send the facsimiles of them to the Power Purchaser on the                                                                                                                

13

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | same day or on the next Working Day, and the originals shall be sent as an express mail on
 the same day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|8.2.2 | After
 having received the Electricity Output Settlement Sheet and Electricity Fees
 Billing Sheet sent by the Power Seller, the Power Purchaser shall check and
 confirm them as soon as possible; in case of any dissidence, the Power
 Purchaser shall inform the Power Seller within six (6) Working Days after
 having received the facsimiles. After being amended by the Parties through
 consultation, the amended Electricity Output Settlement Sheet and Electricity
 Fees Billing Sheet shall be sent to the Power Purchaser through facsimiles by
 the Power Seller and the originals of them shall be sent as an express mail
 on the same day. In the event that the Power Purchaser fails to inform the
 Power Seller of any dissidence within six (6) Working Days after having received the
 facsimiles, they shall be deemed as having been confirmed with no dissidence.

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.2.3 | The Power
 Seller shall endorse the value added tax invoice based on the Electricity
 Fees Billing Sheet which has been confirmed by the Power Purchaser, and
 deliver such invoice to the Power Purchaser. After having received the
 confirmed originals of the Electricity Output Settlement Sheet, Electricity
 Fees Billing Sheet and value added tax invoice, the Power Purchaser shall pay
 off the on-grid electricity fees of that period in two installments: (1)
 within fifteen (15) Working Days after having received the aforesaid
 originals, the Power Purchaser shall pay 50% of the on-grid electricity fees
 of that period; (2) within thirty (30) Working Days after having received the
 aforesaid originals, the Power Purchaser shall pay off the rest 50% of the
 on-grid electricity fees of that period.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | In the
 event the Power Purchaser fails to pay off the on-grid electricity fees
 within the prescribed time limit for any reason, through mutual
 consultations, the portion of the postponed payment prescribed herein shall
 be charged with liquidated damages according to the bank loan interest rate
 within the corresponding period. The overdue days shall be counted from the
 next day of the deadline for the payment of the second installment.                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.3   | Electricity Fees Payment for the
 On-grid Electricity Output during the Commissioning Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | After the
 unit commissioning period for the Power Plants units is over, the Power
 Purchaser shall pay the electricity fees for the on-grid electricity output
 during the commissioning period within thirty (30) Working Days. The detailed
 payment methods and stipulations shall refer to Article 8.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.4   | Calculation and Payment for the
 Paid Auxiliary Service Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Matters
 concerning the calculation and payment for the fees of the paid auxiliary
 service provided by the Power Purchasers power grid or the Power Sellers
 Power Plant shall be carried out by both Parties according to relevant
 national regulations. Before the formal implementation of relevant national
 regulations, the existing measures shall be followed.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.5   | Electricity Fees Payment for the
 Difference between the Temporary Electricity Tariff and Approved Electricity
 Tariff                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

14

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As for
 the difference between the temporary electricity tariff and the approved
 electricity tariff, in light of the stipulations of Article 5.3 hereof and
 the regulations of relevant approvals, the Parties hereto shall, within
 thirty (30) Working Days after the difference of such tariff has been
 confirmed by the Parties, complete the settlement of the electricity fees,
 and refund the overpayment or supplement the shortfall.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.6 | Electricity Fees Payment for the
 Metering Errors Adjustment                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | According
 to the stipulations of Article 6.5 hereof, in the event that the Power
 Purchaser needs to increase the payment to the Power Seller or the Power
 Seller needs to refund the payment to the Power Purchaser due to metering
 errors, the increased or refunded payment shall be settled
 together with the electricity fees of the next month upon the written
 agreement concluded by the Parties.                                   

|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|8.7                      | Payment for the From-grid
 Electricity Fees                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|                         | The
 electricity fees for the from-grid electricity output defined in Article
 7.3.2 hereof shall be calculated by the electricity retail tariff which has
 been approved by the local price regulatory authority, and shall be paid by
 the Power Plant within the first ten (10) days of the next month.                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|8.8                      | Yearly Clearing for Liquidated
 Damages and Compensation Fees                                                                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|                         | As for
 those liquidated damages or compensation fees which fail to be settled at
 each month, the Parties hereto shall finish the clearing for the unsettled
 liquidated damages or compensation fees of the previous year before the end
 of January of the following year.                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|8.9                      | Payment Method                                                                                                                                                                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|                         | Any
 payment which shall be paid by any Party hereto according to this Contract
 shall be directly remitted to the bank account provided by the receiving
 Party in this Contract. In case the receiving Party has noticed the other
 Party in writing about the alteration of its opening bank or bank account,
 the aforesaid payments shall be remitted to the changed bank account.
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|                         | The bank account
 indicated in the value added tax special invoice of the receiving Party shall
 be consistent with the bank account provided in this Contract or the changed
 one upon written notice.                                                                                                                                                                                
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|8.10                     | Materials and Records                                                                                                                                                                                                                                                                                                                                                                  
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|                         | Both
 Parties agree to keep their original materials and records respectively so as
 to facilitate the reasonable checking of the statements, records examination
 or inspection and check of the accuracy of calculations in accordance with
 this Contract.                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|Chapter IX Force majeure
|                         |                                                                                                                                                                                                                                                                                                                                                                                         | 
|9.1                      | If the
 occurrence of any Force Majeureevent
 completely or partially impedes one Party from fulfilling any obligation
 under this Contract, such Party may be exempted from or postpone to perform
 its contractual obligations, provided that:                                                                                                                                       

15

---



| |     |                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                               
| | (1) | The scope
 and period for the exempted or delayed performance shall not exceed the
 reasonable need for the elimination of impact of the Force Majeure;                                                       
| |     |                                                                                                                                                                                                               
| | (2) | The Party
 affected by the Force Majeure
 shall continue to perform its other obligations under this Contract which are
 not affected by the Force Majeure,
 including the obligation to make all due payment;
| |     |                                                                                                                                                                                                               
| | (3) | In case
 the Force Majeure events come
 to an end, the Party affected by Force
 Majeure shall resume the performance of this Contract as soon as possible.                                                    

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.2 | In the
 event that any Party is unable to perform this Contract 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 Contract 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
 fifteen (15) days commencing from the date when the Force Majeure event occurs (in the event
 of communication interruption, from the restoration date of the
 communication).                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.3 | The
 Parties affected by the Force Majeure
 shall take reasonable measures to mitigate the losses incurred by one or both
 Parties caused by Force Majeure.
 The Parties shall immediately consult with each other to formulate and
 implement a remedy plan and reasonable alternative measures to minimize or
 eliminate the consequences of Force
 Majeure.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In the event
 the Party affected by Force Majeure
 fails to use all its reasonable endeavors to mitigate the consequences of Force Majeure, that Party shall be
 responsible for the enlarged losses arising therefrom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.4 | In the
 event that the Force Majeure
 has prevented a Party from performing its obligations under this Contract for
 a continuous period of over twenty (20) days, the Parties hereto shall
 consult with each other to determine the conditions for continuing the
 performance of this Contract or to terminate this Contract. If the Parties
 hereto fail to reach agreement concerning the conditions for continuing the
 performance of this Contract or the termination of this Contract within thirty
 (30) days after the occurrence of the Force
 Majeure, any Party shall be entitled to terminate this Contract
 with a notice to the other Party, unless otherwise provided herein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.5 | In the
 event that the Power Seller or the Power Purchaser fails to accomplish the
 power sale or purchase obligations under this Contract due to governmental
 actions, change of laws or substantial change of power markets, the Parties
 hereto shall consult with each other to resolve the issues on the principle
 of fairness and reasonableness. The Parties may properly amend this Contract
 if necessary.                                                                                                                                                                                                                                                                          

16

---



|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Chapter X Unplanned outage
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1                       | Both
 Parties agree that, the annual allowable accumulated Equivalent Unplanned
 Outage Hours due to Power Sellers Reason of the current year shall be 480
 hours. In the event the actual annual accumulated Equivalent Unplanned
 Outage Hours of the Power Plant exceeds the annual allowable hours due to
 Power Sellers Reason, the settlement electricity output of that month shall
 be deducted of a certain amount of the electricity output which is the
 nameplate capacity multiplied by the excess hours.

|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2                                         | Both
 Parties agree that, during the Unplanned Outage period of the units of the
 Power Plant of that year due to Power Sellers Reason, the allowable times
 for Forced Outage shall be eight (8) times. In the event that the
 actual annual accumulated Forced Outage times of that year exceeds the annual
 allowable Forced Outage times of the units of the Power Plant due to Power
 Sellers Reason, for each excess time, the settlement electricity output of
 that month shall be deducted of a certain amount of electricity output which
 is the nameplate capacity multiplied by two (2) hours.
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3                                         | As for
 those deficient electricity purchase output caused by the Unplanned Outage
 (including the unplanned derated outage) due to Power Purchasers Reason, the
 provisions of Article 4.4.3 shall be followed.                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4                                         | In case
 of Forced Outage due to Power Purchasers Reason, for each time of outage,
 the electricity output calculated from the nameplate capacity multiplied by
 one (1) hour shall be added into the Annual Contractual On-grid Electricity
 Output of that year.                                                                                                                                                                                                                                                                                                                                          
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chapter XI Liability for breach of
 contract
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.1                                         | Any
 Partys violation of the provisions of this Contract shall be deemed as a
 breach of contract, and the other Party shall be entitled to require the
 breaching Party to compensate its economic losses arising from the breach of
 contract.                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.2                                         | Besides
the stipulations provided in other Chapters hereof, both Parties agree that
the liabilities for breach of contract which shall be born by the Power
Purchaser shall also include the following:.                                                                                                                                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.3                                         | Besides
 the stipulations provided in other Chapters hereof, both Parties agree that
 the liabilities for breach of contract which shall be born by the Power
 Seller shall also include the following:.                                                                                                                                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.4                                         | In case
 of any breach of contract, the non-defaulting Party shall immediately inform
 the defaulting Party to stop the breach of contract, and send to the defaulting
 Party a written notice as soon as possible to require it to correct the
 breach of contract and pay liquidated damages according to this Contract. The
 defaulting Party shall immediately take measures to correct its defaulting
 acts and confirm its violations, pay liquidated damages or compensate the
 losses of the other Party according to the provisions of this Contract.                                               

17

---



|                                                           |                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |                                                                                                                                                                                                                                                                                                    
|11.5                                                       | Before
 the expiration of the performance term provided in this Contract, in the
 event that any Party clearly expresses or indicates by its behaviors that it
 will not fulfill its contractual obligations, the other Party may require
 that Party to assume liabilities for breach of contract.
|                                                           |                                                                                                                                                                                                                                                                                                    
|Chapter XII Effectiveness and valid term
 of this contract
|                                                           |                                                                                                                                                                                                                                                                                                    
|12.1                                                       | This
 Contract shall come into effect when it has been signed by the legal
 representatives or authorized representatives of both Parties and affixed
 with the official stamps, and upon the effectiveness of the Grid Connection
 and Dispatching Agreement.                                     

|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter XIII Applicable law                                        
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|13.1                                                                | The
 formation, effectiveness, interpretation, performance and dispute resolution
 shall be governed by the laws of the Peoples Republic of China.                                                                                      
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|Chapter XIV Amendment, assignment and
 termination of this contract
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|14.1                                                                | Any
 alteration, amendment or supplement to this Contract shall be conducted in
 written form, and the effectiveness for each of them shall be subject to the
 provisions of Article 12.1.                                               
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|14.2                                                                | The Power
 Seller and the Power Purchaser expressly agree that, without the other
 Partys prior written consent, it shall not have the right to assign to any
 third Party all or part of its rights or obligations under this Contract.
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|14.3                                                                | Within
 the valid term of this Contract, the Parties hereto agree to adjust or amend
 this Contract under any of the following conditions:                                                                                               
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (1)                                                                                                                                                                                                                                       | relevant laws, regulations, rules
 or polices of China are amended;                                                                                                                                        
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (2)                                                                                                                                                                                                                                       | relevant
 rules, measures or regulations, etc.
 are promulgated and implemented by the State power regulatory agency;                                                                                      
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (3)                                                                                                                                                                                                                                       | other circumstances agreed by the
Parties: .                                                                                                                                                               
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|14.4                                                                | Termination of Contract                                                                                                                                                                                                                  
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | In the
 event that any of the following events occurs to any Party, the other Party
 shall be entitled to terminate this Contract ____ days after serving a
 notice of termination:                                                      
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (1)                                                                                                                                                                                                                                       | bankruptcy
 or liquidation of any Party, or the business license or power business permit
 of any Party or the Power Plant is revoked;                                                                     
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (2)                                                                                                                                                                                                                                       | any Party
 merged with any other party and all or majority part of its assets have been
 transferred to another entity, and the existing enterprise cannot assume its
 all obligations under this Contract;
|                                                                    |                                                                                                                                                                                                                                           |                                                                                                                                                                                                            
|                                                                    | (3)                                                                                                                                                                                                                                       | the Grid
 Connection and Dispatching Agreement entered into by and between the Parties
 is terminated;                                                                                                     

18

---



| |     |                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                            
| | (4) | Due to
Power Sellers Reason, the Power Plants generator units fail to safely
generate and transmit power in accordance with the requirements of this
Contract for a continued period of twenty (20) days;
| |     |                                                                                                                                                                                                            
| | (5) | Due to
 Power Purchasers Reason, the Power Purchaser fails to accept the power in
 accordance with the requirements of this Contract for a continued period of twenty
 (20) days;                         
| |     |                                                                                                                                                                                                            
| | (6) | Other
 events agreed by the Parties for the termination of this Contract: __________                                                                                                                       

|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             | 
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Chapter XV Disputes resolution
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             | 
|15.1                           | Any
 dispute arising out of the performance of this Contract and in relation to
 this Contract shall be firstly resolved by the Parties through consultations,
 or may be submitted to the power regulatory authority for mediation. In the
 event that such dispute cannot be resolved through consultation or mediation,
 the Parties shall choose Item (2) below for resolution:                                                                                                                         
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|                               | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The
 Parties agree to submit the dispute to Dehongzhou Arbitration
 Committee for arbitration in accordance with its then prevailing arbitration
 rules. The arbitration award shall be final and legally binding upon the
 Parties hereto.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|                               | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Any Party
 may bring lawsuit to the peoples court with competent jurisdiction.                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|Chapter XVI Miscellaneous     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|16.1                           | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|                               | Both
 Parties warrant that they will keep confidential the materials and documents
 which are procured from the other Party and cannot be procured through public
 channels. Without the prior approval from the original provider of such
 materials and documents, the other Party shall not disclose to any third
 party all or part of the materials and documents, unless otherwise provided
 by the State.                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|16.2                           | Appendices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             | 
|                               | Appendix I:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Major Technical Parameters of the
 Power Plant                                                                                                                                                                                             
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             | 
|                               | Appendix II:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Diagram for the Main Wiring and
 Metering Points of the Power Plant                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             | 
|                               | Appendix III:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Annual Allowable Planned
 Outage Hours for Each Generator Unit of the Power Plant                                                                                                                                                      
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                            
|                               | The
 Appendices to this Contract shall constitute an integral part of this
 Contract, and shall have the same legal effect as this Contract. In case of
 any discrepancies between this Contract and its appendices, according to the
 nature of the discrepancy, the content which has the closest connection with
 and deeper understanding of the discrepancy shall firstly prevail. In the
 event that the discrepancies or conflicts still exist after the aforesaid
 principle is adopted, the Parties

19

---



|     |                                                                                                                                                                                                                                                                                                                            |  | 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|     | shall, on the principle of good faith,
 consult with each other to resolve them according to the purpose of this
 Contract.                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                           
|16.3 | Entire Agreement                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                            | 
|     | This
 Contract and its appendices constitute the entire agreement of both Parties
 to this Contract pertaining to the transaction agreed upon in this Contract,
 and shall replace all previous discussions, negotiations, agreements and
 contracts between both Parties in respect of the transaction of this
 Contract.
|     |                                                                                                                                                                                                                                                                                                                            | 
|16.4 | Notification and Service                                                                                                                                                                                                                                                                                                  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Any
 notification, document and legal bills pertaining to this Contract shall be
 conducted in written form. Documents delivered by registered letter, express
 mail or designated person shall be deemed as having been served after being
 signed and confirmed by the recipient; if sent by facsimile, the documents shall
 be deemed as having been served after those documents have been received. All
 notifications, documents and legal bills shall not come into effect until
 they are served or received. All notifications, bills, materials and
 documents shall be sent to the addresses provided in this Contract, unless
 the other Party sends a written notice to change its address.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16.5 | Other issues agreed by the
 Parties: _____________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16.6 | Text                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | This
Contract comprises twenty (20) pages, and shall be signed in four (4)
counterparts. Each Party shall hold one (1) copy and the rest two (2) copies
shall be filed with the local power regulatory authority for record.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

20

---



|                                                                   |        
|------------------------------------------------------------------ | -------
|Power Purchaser:
 Yunnan Dehong Power Co., Ltd.                   
|                                                                   |        
|                                                                   | (Stamp)
|                                                                   |        
|Legal Representative: Yue Zhi
 Qiang                              
|                                                                   |        
|Authorized Representative:                                        
|                                                                   |        
|Power Seller:
 Yingjiang County Qinrui Husahe Hydropower Co., Ltd.
|                                                                   |        
|                                                                   | (Stamp)
|                                                                   |        
|Legal Representative: Li Zi Heng                                  
|                                                                   |        
|Authorized Representative:                                        
|                                                                   |        
|Signing Date: June 19, 2009                                       
|                                                                   |        
|Signing Place: Mangshi                                            

21

---