Exhibit 4.116

|                 |                              
|---------------- | -----------------------------
|Schedule 1       | Serial No.: 53010420100000014
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|ABCS [2009] 1002 |                              

Agricultural Bank
of China

Fixed Assets Loan Contract

1

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Dear clients,

To protect your rights and interests, please
carefully read all terms (those in bold type in particular), be attentive to
your rights and obligations prescribed in the Contract before signing this
Contract. In case of any query, please consult the lending bank.

Content

|  |                              |   
|- | ---------------------------- | --
|1 | Definition                   | 3 
|  |                              |   
|2 | The
 Borrowers Undertakings | 4 
|  |                              |   
|3 | Basic Terms                  | 5 
|  |                              |   
|4 | Supplementary
 Clauses       | 14
|  |                              |   
|5 | Legal
 Liabilities           | 16
|  |                              |   
|6 | Miscellaneous                | 17

2

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The Borrower (full name): Yunnan Huabang
Electric Power Development Co,. Ltd.

Domicile (address): No.171 Tuanjie Road,
Mangshi, Luxi City, Dehong Prefecture

Legal Representative / Person in Charge: JOHN
DOUGLAS KUHNS

Postal Code: 679300

Handling Person: Luo Yuejin

Tel No.: 2127078

Fax No.: 2127078

The Lender (full name): Yingjiang
Sub-branch of the Agricultural Bank of China Limited

Domicile (address): No.18 Yongsheng Road,
Pingyuan Town, Yingjiang County

Legal Representative / Person in Charge):Yang Wanming

Postal Code: 679300

Handling Person: Ye Shenghong

Tel No.: 8118328

Fax No.: 8118328

The Borrower applies for a fixed assets loan from the Lender in order
to purchase the Husa River Cascade 3 Hydroelectric Station, Cascade 4
Hydroelectric Station and Mangxian Hydroelectric Station. The two Parties
have reached an agreement through consultations and hereby enter into this
Contract.

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|1   | Definition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Unless provided otherwise, the
 following terms shall have the following meanings in this Contract:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1 | Term of
 the Loan means a period including the total loan period and the
 single loan instalment period. The total loan period means a period from the
 date of the first provision of the loan to the date of repayment of all the
 principal and interest of the loan by the Borrower in accordance with the
 terms of this Contract. The single loan installment period means a period
 from the date of provision of the single loan installment among a number of
 utilizations to the date of repayment of all the principal and interest of
 this particular loan installment by the Borrower as agreed.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2 | Availability
 Period means the period in which the Borrower may make the
 utilization according to the terms of the Contract, including the extended
 period agreed by both Parties after consultations.                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.3 | Utilization
 Date means the date on which each loan installment is transferred
 to the account of the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.4 | Repayment
 Period means the period from the date of repayment of the
 principal and interest of the first loan installment by the Borrower as
 agreed in the Contract to the date of repayment of all the principal and
 interest of the loan, including the period re-determined after consultations
 by both Parties.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.5 | Project
 Construction Period means the period from the date of
 commencement of the construction of the Project to the date of completion of
 the construction of the Project.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.6 | Project
 Operation Period means the period from the date of completion of
 the construction of the Project to the end of the operation period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

3

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|1.7  | Project
 Completion means that the Project under this Contract has passed
 the acceptance inspection (including the acceptance inspection of the
 engineering quality and the overall acceptance inspection which must be
 conducted according to relevant provisions) conducted by the relevant
 authorities and been delivered for use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.8  | Day
 means business day. If the last day of the period is a statutory festival or
 public holiday, it may be extended to the first business day after that
 festival or public holiday.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.9  | LIBOR /
 HIBOR means the London / Hong Kong interbank offered rate
 announced by the Reuters of the period corresponding to 2 business days
 before the interest period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.10 | Loan
 Ratio means the ratio of the loan amount provided by the Lender
 for this Project against the total loan amount for this Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.11 | Total
 Project Investment means the sum of the fixed assets investment
 necessary for the proposed Project and the basic working capital, reflecting
 the total amount of funds needed for the Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.12 | Laws and
 Regulations means laws, administrative regulations, local
 regulations, rules, judicial interpretations and any other provisions that
 have the legal effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2    | The Borrowers Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The Borrower undertakes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1  | The Project construction and the loan
 application are legitimate and in compliance with Laws and Regulations: It is
 an enterprise (public institution) with the legal person status established
 under and registered with competent authorities in accordance with laws or
 any other entity entitled to act as a borrower in accordance with relevant
 state provisions. It has met the requirements of the state that it has the
 qualifications of the principal investor and operator for the proposed
 Project investment. It and its controlling shareholder (the legal person of
 the newly-established Project) are of good standing, and free of any material
 bad records. The purpose and the source of funds for repayment are clear and
 legal. The Project is in compliance with relevant state policies in terms of
 industry, land and environment, etc., and has carried out procedures for
 legal management, leasing or selling of the fixed assets investment project
 in accordance with relevant provisions. It has abided by the state provisions
 in respect of the investment project capital funds. It has paid relevant fees
 in accordance with Laws and Regulations and the terms of this Contract, and
 has committed no violation of any Laws and Regulations.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.2  | The execution of this Contract is free of
 any defects: It has carried out all procedures necessary for the execution of
 this Contract and performance of its obligations under this Contract in
 accordance with Laws and Regulations and the articles of association of the
 company. The signatory of this Contract or the person affixing the official
 seal on this Contract must be the legal representative / person in charge or
 authorized representative of the Borrower. It will actively assist the Lender
 in conducting the procedures for the approval, registration or filing of this
 Contract. There exists no defect with the effectiveness of the Loan Contract
 caused by any other reasons that might be attributed to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.3  | The security provided is legitimate and
 effective: It ensures that the guarantor has carried out necessary procedures
 in accordance with Laws and Regulations and the articles of association of
 the company in order to execute this Contract or perform its obligations
 under this Contract. The guarantor has the right to create the security with
 this collateral. The signatory of the security contract must be a person who
 has the authority to sign such contract. It will urge the guarantor to
 actively carry out, or assist the Lender to carry out, the procedures for the
 approval, registration or filing for the security contract as well as the
 security. There exists no defect with the effectiveness of the security contract,
 nor any circumstance that may result in any material adverse change.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

4

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|2.4 | It will exercise its rights and perform its
 obligations under the Contract in good faith: It will utilize the loan in a
 legitimate manner in accordance with the Term, purpose, form as agreed in the
 Contract, and will not use the loan for any illegal activities. It will
 actively cooperate with relevant competent government departments and the
 Lender in conducting supervision and inspection on the loan and the security.
 It will repay the loan in full in a timely manner in accordance with the
 terms of the Contract, and will not evade debts in whatever form. There
 exists no circumstance that contravenes its obligations under the Contract.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.5 | All documents and information in respect of
 the Lender, guarantor, shareholders, the Project and financial matters are
 truthful, complete, accurate, legal and effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3   | Basic Terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|3.1 | Loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Purpose: purchasing the Husa
 River Cascade 3 and Cascade 4 hydroelectric stations as well as the Mangxian
 Hydroelectric Station.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Currency and amount (spelt
 out): RMB fifty million.                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|    | 3.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the total loan period: eight
 years (spelt out) (year / month).                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|3.2 | Interest rate, default interest rate and
 compound interest rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                   
|    | 3.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Interest rate                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    |                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3.2.1.1                                                                                                                            | In the case of the loan in
 RMB, the interest rate shall be determined by(B) below:                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    |                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    | (1)                                                                                                  | Fixed interest rate: to be calculated from __________(Utilization Date of each
 loan installment / date of execution of this Contract) of _______________
 (the single loan instalment period / the total loan period) to the date when
 the loan is due at the benchmark interest rate ______(plus / minus) ____% of
 the same period and the same category announced by the Peoples Bank of
 China;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    |                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    | (2)                                                                                                  | Floating interest rate: to be calculated
 from Utilization Date of each loan installment (Utilization Date of
 each loan installment / date of execution of this Contract) of the single
 loan instalment period (the single loan instalment period / the total
 loan period) to the date when the loan is due at the benchmark interest rate
 plus (plus / minus)  20% of the same period and the same
 category announced by the Peoples Bank of China. The circle of time of
 adjustment of the floating interest rate is twelve (spelt out) months.
 Commencing on the date, corresponding to
 the date of the loan, of the first month of the next circle of the adjustment
 of RMB benchmark interest rate of the Peoples Bank of China, the loan
 interest rate will be determined by the benchmark interest rate of the same
 period and the same category after the adjustment, and the Lender may not
 separately notify the Borrower of the same. In case of absence of
 such a corresponding date, thelast Day of that month
 will be deemed as the corresponding date of the loan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    |                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    | (3)                                                                                                  | Others:
 _________________________________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                    |                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3.2.1.2                                                                                                                            | In the case of the loan in
 foreign currency, the interest rate shall be determined by ______ below:

5

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| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The floating loan interest
 rate of the _____(spelt out) months on the basis of the interest spreads of
 _____________ (LIBOR / HIBOR) plus ____% of ____ (spelt out) months;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The annual interest rate of
 ____% shall apply until the date of expiry of the loan;                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Others:
 _________________________________________________.                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | 3.2.2 | Methods of interest calculation
 and settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       | 3.2.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The interest on the loan shall
 be calculated on a quarterly (monthly / quarterly) basis, and the date
 of interest settlement shall be the 20th of each last month of the quarter
 (month / last month of the quarter).                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       | 3.2.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | For the loan subject to the fixed interest
 rate, the interest shall be calculated on the basis of the agreed rate. For
 the loan subject to the floating interest rate, the interest shall be
 calculated on the basis of the contemporary interest rate of each floating
 period. If the interest rate fluctuates several times in a single interest
 period, first calculate the interest of each floating period, then add up
 interest of all those periods. If other interest rate is adopted, calculate the
 interest in an agreed way.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       | 3.2.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the date of expiry of the loan is a
 statutory festival or public holiday, the date of repayment may be extended
 to the first business day after that festival or public holiday. Interest of
 the extended period shall be calculated on the basis of agreed interest
 calculation method.                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | 3.2.3 | Default interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       | 3.2.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the Borrower fails to repay the
 principal of the loan as scheduled in the Contract, the Lender shall increase
 and collect an additional fifty (spelt out) percent of the agreed
 interest rate as a default interest on the due amount of the loan from the
 date of default until the date of full repayment of the principal and
 interest of the loan.                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |       | 3.2.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the Borrower uses the loan for a purpose
 other than that specified in the Contract, the Lender shall increase and
 collect an additional one hundred (spelt out) percent of the agreed
 interest rate on the amount of the loan misused from the date of default
 until the date of full repayment of the principal and interest of the loan.                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | 3.2.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If a loan is not repaid as scheduled and
 used for any other purpose other than that specified in the Contract, the
 default interest shall be the higher of them.                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | 3.2.4 | Compound interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | If the Borrower fails to repay the interest
 as scheduled, the Lender shall calculate and collect the interest at the
 compound interest rate on a monthly (quarterly / monthly) basis from
 the date of default. If the Borrower fails to repay the interest as scheduled
 before the expiry date of the loan, it shall calculate and collect the
 interest at the compound interest rate as specified in the Contract. If the
 Borrower fails to repay the interest after the expiry date of the loan, it shall
 calculate and collect the default interest at the compound interest rate as
 specified in the Contract. If the Borrower uses loan in breach of contract or
 fails to repay the interest as scheduled during the period of default, it
 shall calculate and collect the default interest at the compound interest
 rate as specified in the Contract.

6

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|3.3 | Utilization
 and payment of the loan
|    |                                     
|    | 3.3.1                                | Utilization
 conditions                                                                               
|    |                                      |                                                                                                       
|    |                                      | Where the Borrower applies for utilization,
 it shall simultaneously satisfy the following conditions:
|    |                                      |                                                                                                       
|    |                                      | (1)                                                                                                    | The Borrower must have the qualification of
 a borrower, and its relevant decision body or authorised body has duly
 adopted a resolution to obtain a loan, and the approval of the resolution has
 been obtained from relevant authorities;                                                                                                                                                                                                                                                    
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                      | (2)                                                                                                    | The Borrower of the Project loan has
 carried out legal management procedures for the Project, including but not
 limited to obtaining the approval or filing documents of the government
 departments, as well as legal documents in respect of environmental
 protection, land and planning, etc. Its loan of working capital for the
 Project has satisfied requirements of relevant state authorities;                                                                                      
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                      | (3)                                                                                                    | In respect of the loan to be used for the
 real estate development projects, the Certificate of the State-owned Land Use
 Rights, the Construction Land Planning Permit, the Construction Works
 Planning Permit and the Construction Works Commencement Permit concerned with
 such projects have been obtained; in case the sale or pre-sale has commenced,
 Sale/Pre-sale Permit shall be obtained; land premiums and relevant fees have
 been paid off;                                     
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      | (4)                                                                                                    | The source of capital funds for the Project
 shall be in compliance with Laws and Regulations, and have been all (all
 / partially) in place before the funding of the loan. If the actual
 investment for the Project exceeds the planned amount and the Lender has
 provided more funds, the increased capital funds for the Project shall all
 (all / proportionally) be in place before the funding of the loan. The
 work progress of the Project shall match the amount of funds provided;
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      | (5)                                                                                                    | The security-related procedures required by
 the Lender have been appropriately conducted, and the security shall be legal
 and effective;                                                                                                                                                                                                                                                                                                                                                      
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                      | (6)                                                                                                    | The purpose of the loan shall be in
 compliance with Laws and Regulations, the loan contract and the transaction
 contract;                                                                                                                                                                                                                                                                                                                                                                     
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                      | (7)                                                                                                    | The undertakings made by the Borrower on
 the date of execution of the Contract shall, on each utilization, be
 truthful, effective, and free of any material or substantial adverse change,
 nor any other material adverse circumstance which may affect the performance
 of this Contract;                                                                                                                                                                                                   
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      | (8)                                                                                                    | Other agreements:
 _________________________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 3.3.2                                | Form of utilization                                                                                   
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      | 3.3.2.1                                                                                                | The utilization of the loan shall adopt (1)
 below:                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      |                                                                                                        | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | In the case of onerous utilization, adopt
 (ii) below:                             
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      |                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Utilization Date shall be ____________;                                        
|    |                                      |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    
|    |                                      |                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Utilization Period shall commence on 27
 August 2010 and end on 26 August 2011;

7

---



| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| | ----- | ------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------
| |       |                     | (2)                                                                                                                                                                                                                                                                                | In the case of utilization by instalment,
 the Utilization Period shall commence on __________ and end on ___________.
 The detailed utilization plan shall be as follows: ______________________________,
 of which the amount of the loan drawn in the period from ________________ to
 _______________ must not be less than __________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                     |                                                                                                                                                                                                                                                                                    | If the Borrower fails to carry out the
 procedures for utilization on the Utilization Date, Utilization Period or the
 utilization plan as specified in the Contract, nor does it apply for the
 postponement of utilization, the Lender shall have the right to notify the
 Borrower to carry out relevant procedures in a designated period of time. If
 the Borrower fails to do so, the Lender may cancel all or part of the
 unutilized loan, and collect 5% of the cancelled loan as an
 indemnity fee, and may reconsider whether to provide the loan or not and the
 conditions for utilization. If the Borrower fails to draw the minimum amount
 of the utilization as agreed in the agreed period, the Lender shall have the
 right to notify the Borrower to draw the loan in a designated period of time.
 If the Borrower fails to do so, the Lender may collect 5% of the minimum
 amount of utilization as an indemnity fee, and may reconsider whether to
 provide the loan or not and the conditions for utilization.
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | 3.3.2.2             | When the Borrower conducts utilization, it
 shall submit a written utilization notice 3 Days in advance. If the
 Borrower needs to adjust its utilization plan, it shall apply to the Lender 3 Days in advance, and the adjustment may take place upon the consent of
 the Lender.
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3.3.3 | Payment of the loan
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | 3.3.3.1             | Payment on entrustment                                                                                                                                                                                                                                                            
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| |       |                     | 3.3.3.1.1                                                                                                                                                                                                                                                                          | In occurrence of any one of the following
 circumstances, the Borrower may entrust the Lender to provide the loan to its
 transaction counterparty to be used for the purpose specified in this
 Contract and the transaction contract:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| |       |                     |                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The amount of a single utilization exceeds
 5% of the Total Project Investment;                         
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| |       |                     |                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The amount of a single utilization exceeds
 RMB5,000,000 (including the equivalent in foreign currency);
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| |       |                     |                                                                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Other circumstances as agreed by both
 Parties: _________________                                       
| |       |                     |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                         
| |       |                     | 3.3.3.1.2                                                                                                                                                                                                                                                                          | In the event of payment on entrustment, the
 Borrower shall send to the Lender a utilization request and the Notification
 of Payment of Loans on Entrustment 2 Days in advance, together with
 relevant materials required by the Lender. After examination and approval,
 the Lender may provide the loan directly to the transaction counterparty of
 the Borrower via the account of the latter. If the Borrowers utilization
 request fails to meet the conditions of utilization specified in the
 Contract, or the request for the payment of the loan on entrustment is not in
 compliance with the terms of the Contract, or the transaction materials are
 not complete or not truthful, the Lender may elect not to provide the loan
 requested. If this results in the
 Borrowers default to its transaction counterparty or any other damages, the
 Lender shall assume no liability.                                                                                                                                   

8

---



|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|--- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                       |                                                                                                                                                                                          | 3.3.3.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | In the event of payment on entrustment for
 the Project financing, the Lender may, if necessary, inspect the equipment
 manufacturing, the progress of the construction together with the Borrower,
 independent intermediary agency designated by the Lender and the contractor,
 and fund the loan in accordance with their joint statement in compliance with
 the agreements between them.                                                                                                      
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                       |                                                                                                                                                                                          | 3.3.3.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | If the Borrower applies to delay the
 payment or withdraw the payment on entrustment, it shall notify the Lender in
 writing before the payment made by the Lender. After examination and approval,
 the Lender may suspend the payment on entrustment, and recover the relevant
 loan.                                                                                                                                                                                                             
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                       |                                                                                                                                                                                          | 3.3.3.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | If the Borrowers creditability decreases,
 or the Borrower fails to repay the loan, or the work progress of the Project
 is lagged behind the use of the proceeds, or the Borrower avoids the payment
 on entrustment by the Lender by way of breaking up the whole into parts, the
 Lender may discuss conditions for additional loan grant and payment, or
 cessation of loan grant and payment.                                                                                                 
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                       |                                                                                                                                                                                          | 3.3.3.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Payment on
 entrustment must not be attached with any conditions. If the Borrower
 attaches any condition to its Notification of Payment of Loans on
 Entrustment, such condition shall not constitute any obligation to the
 Lender. Unless otherwise agreed in writing by the two Parties, the Lender
 shall not be obliged to notify the recipient of the loan when providing loans
 on entrustment, suspending provision of the loan, withdrawing the loan, or
 restoring provision of the loan.
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                       | 3.3.3.2                                                                                                                                                                                  | Discretion to issue the loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                       |                                                                                                                                                                                          | Except the provisions in Clause 3.3.3.1.1
 and Clause 4.1.1 of this Contract, after a loan is delivered into the account
 of the Borrower, the Borrower shall have the discretion to issue the loan in
 accordance with the Contract. The Borrower shall inform the Lender the
 issuance of the loan if so required by the Lender. The Lender may verify
 whether the loan provided is used for the purpose as agreed by way of account
 analysis, checking evidential documents, on-spot investigation, etc.
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|3.4 | Repayment of the loan
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|    | 3.4.1                 | Source of repayment                                                                                                                                                                     
|    |                       |                                                                                                                                                                                         
|    |                       | The Borrower shall repay the principal and
 interest of the loan with its own assets, including but not limited to:                                                                     
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|    |                       | (1)                                                                                                                                                                                      | revenue from this Project;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                       | (2)                                                                                                                                                                                      | depreciation and amortization;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                       | (3)                                                                                                                                                                                      | general income of the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                       |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.4.2                 | Repayment plan                                                                                                                                                                          
|    |                       |                                                                                                                                                                                         
|    |                       | The Borrower shall pay the interest in full
 as scheduled, and repay the principal of the loan in the form of (2) below
 (the first two methods may be used together with the method 3):

9

---



| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----- | ------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | (1)                | repaying the principal in a lump sum; the date of repayment shall be
 ________;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | (2)                | repaying the principal by instalment; the detailed repayment plan is
 as follows: each year from 2011 to 2012, repaying RMB 500,000 in the first
 quarter, RMB 500,000 in the second quarter, RMB 500,000 in the third
 quarter, RMB 500,000 in the fourth quarter; each year from 2013 to
 2017, repaying RMB 1,000,000 in the first quarter, RMB 3,000,000 in the
 second quarter, RMB 3,000,000 in the third quarter, RMB 1,000,000 in the
 fourth quarter; in 2018, repaying RMB 1,000,000 in the first quarter, RMB
 3,000,000 in the second quarter, RMB 2,000,000 in the third quarter, and
 clear all payments before the expiry date of the loan.
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | (3)                | When _______________________ (the revenue from leasing and selling of
 the Project reaches RMB_______ / the ratio of the leasing and selling
 reaches______%, etc.), the Borrower shall repay the due loan with ____% of
 the revenue from leasing and selling of the Project; When ___________________
 (the revenue from the Project reaches RMB_______ / the ratio of the leasing
 and selling reaches______%, etc.), the Borrower shall repay all the loan.                                                                                                                                                                                           
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 3.4.3 | Form of repayment 
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | 3.4.3.1            | The Borrower shall deposit the due principal and interest of the loan
 of the current period into the repayment account designated by the Lender,
 and irrevocably authorize the Lender to collect the payment. If the balance
 in the designated repayment account is insufficient, the Lender shall collect
 such payment from any other accounts opened by the Borrower with the
 institutions of the Lender in accordance with laws.                                                                                                                                                                                                                  
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | 3.4.3.2            | If the Lender exercises the set-off right
 according to law or the terms of the Contract, the demurrer period shall be
 seven Days, commencing from the date of notification to the Borrower in
 written or oral form or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 3.4.4 | Order of repayment
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | 3.4.4.1            | Unless agreed otherwise by the Parties, the repayment of the Borrower
 shall be made in the following order:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Borrower expressly pinpoints a particular loan that should be
 repaid, repay such a loan;                                                                                                                                                                                                                                                                                                                                                                         
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | If the Borrower has not pinpointed any
 particular loan to be repaid, and there exists a number of due debts between
 the Borrower and the Lender and the Borrowers amount of repayment is not
 sufficient to clear all the due loans, the order of debts to be repaid by the
 Borrower and the order of such debts to be set off shall be determined by the
 Lender;                                                                                                
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | If the Lender exercises its right to set off any debt to the Borrower
 in accordance with law or the terms of the Contract, the debts to be set off
 and the order of such debts to be set off shall be determined by the Lender.
 If the Lender exercises the subrogation in accordance with laws, the debts to
 be repaid with the funds paid by the secondary creditors to the Lender and
 the order of such debts to be set off shall be determined by the Lender.
| |       |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       | 3.4.4.2            | If the Borrowers amount of repayment is not sufficient to clear the
 due loans, the Lender may elect to use such amount for the repayment of the
 principal,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

10

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|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | interest, default interest, compound
 interest or the costs for materializing the creditors rights.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 3.4.5                                                                                                                                                                                                                                                                                                | Prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | 3.4.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Where the Borrower prepays the loan, it
 shall submit a written request to the Lender 3 Days in advance. Once
 approved, it may make prepayment. The order of debts to be prepaid shall
 apply to the Clause 3.4.4 of this Contract.
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | 3.4.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Where the Borrower prepays the loan, the
 interest on the part to be repaid shall be calculated according (1)
 below, and the interest shall be paid together with the principal:                                                   
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (1)                                                                                                                                                                                                                                  | The interest is calculated on the basis of
 actual single (total/single) loan period and the agreed interest rate;                           
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2)                                                                                                                                                                                                                                  | The interest is calculated on the basis of
 actual ______ (total/single) loan period and interest rate plus ____% as
 agreed in the Contract;
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (3)                                                                                                                                                                                                                                  | Others:
 ________________________________________________.                                                                                   
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | 3.4.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Where the Borrower prepays the loan, the
 repaid principal must not be less than RMB 1,000,000, and should be
 the integral multiple of RMB 1,000,000.                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | 3.4.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Where the Borrower prepays the loan, the
 Lender may charge a service fee for the prepayment of the Borrower, which
 shall be calculated according to the formula of (1)below:                                                      
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (1)                                                                                                                                                                                                                                  | remaining Term (taking month as unit; if the
 period is less than a month, it shall be taken as a month) X amount of
 prepayment X 1        
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2)                                                                                                                                                                                                                                  | Others:
 __________________________________________________.                                                                                 
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | 3.4.5.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Where the Borrower prepays part of the
 loan, the remaining part shall still be subject to an interest calculated at
 the loan interest rate agreed in the Contract.                                                                
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 3.4.6                                                                                                                                                                                                                                                                                                | Extension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      | If the Borrower is unable to repay a loan
 in accordance with the agreed repayment schedule, it may request to the
 Lender for an extension. The Borrower shall submit the request to the Lender
 15 Days in advance of the due date of that loan. If agreed by the Lender, the
 two Parties shall enter into an extension agreement.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|3.5 | Vouchers of the loan                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    | The vouchers of the
 loan shall be an integral part of this Contract. In case the loan amount,
 utilization amount, repayment amount, date of the loan, date of repayment, or
 loan interest rate in this Contract is inconsistent with that in the vouchers
 of the loan, the latter shall prevail.
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|3.6 | Security                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 3.6.1                                                                                                                                                                                                                                                                                                | The form of security for the loan under
 this Contract is as follows: The entire assets of the Husa River Cascade 3
 Hydroelectric Station, Cascade 4 Hydroelectric Station and the Mangxian
 Hydroelectric Station owned by Yingjiang County Qinrui Husahe Hydropower Co.,
 Ltd., shall be the collateral of the security; the tariff collected at the
 Husa River Cascade 3 Hydroelectric Station, Cascade 4 Hydroelectric Station
 and the Mangxian Hydroelectric Station under Yingjiang County Qinrui Husahe
 Electric Hydropower Co., Ltd., shall be pledged for the security.

11

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|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------- | --------------------------------------------------------------------------------------------------------------- | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 3.6.2                  | The security contracts shall be entered
 into separately by the Lender, the Borrower and the security-provider.
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.7 | Rights and Obligations
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.7.1                  | Rights and Obligations of the Borrower                                                                         
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (1)                                                                                                             |       | It shall utilise loans according to this
 Contract;                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (2)                                                                                                             |       | it shall repay the principal and interests
 in full as scheduled;                                                                                                                                                                                                                                                                                                                                                                                          
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (3)                                                                                                             |       | it shall use the loans in accordance with
 Laws and Regulations or the purpose and method as agreed in the Contract;                                                                                                                                                                                                                                                                                                                                       
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (4)                                                                                                             |       | it shall accept and actively cooperate with
 the Lender and its authorised representative in respect of their supervision
 and examination on the project construction, financial affairs, usage of the
 loans and other relevant issues. At the request of the Lender, it shall
 promptly provide the Lender with data and information related to the Project,
 the usage of the loans, financial issues and other information as required by
 the Lender;
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (5)                                                                                                             |       | the Borrower shall notify the Lender in
 writing in advance and obtain consent from the Lender in the event that:                                                                                                                                                                                                                                                                                                                                          
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (i)   | it is involved in contracting, leasing,
 shareholding system restructuring, association, consolidation, merger,
 M&A, split-off, decrease of registered capital, joint venture, transfer
 of main assets, significant external investment, bond issuance, application
 for suspension of business, application for dissolution or bankruptcy, etc;                                                                                                         
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (ii)  | it provides a guarantee of large amount for
 a third partys debt or creates mortgage and pledge over its main assets
 in favour of a third party, as a result of
 which the repayment ability of the Borrower is affected;                                                                                                                                                                                                                                
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (iii) | prior to the repayment of the principal and
 interests in full, the Borrower does not create mortgage and pledge over the
 Project assets or earnings (including anticipated earnings) arising from the
 loans in favour of the Lender (including the syndicate of which the Lender is
 a member), and the Borrower creates mortgage and pledge in favour of a third
 party;                                                                               
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (iv)  | material adjustments occurs to the
 construction plan or the budgetary estimate of the Project during the
 implementation of the Project;                                                                                                                                                                                                                                                                                                                  
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (V)   | any other material adverse circumstance on
 the Borrowers side which may cause material change to the debtor-creditor
 relationship under this Contract or affect the creditors rights of the
 Lender;                                                                                                                                                                                                                                                   
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        | (6)                                                                                                             |       | the Borrower shall notify the Lender within
 5 Days in writing if any of the following events occurs:                                                                                                                                                                                                                                                                                                                                                      
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (i)   | the Borrower, its legal representative,
 principal person in charge or actual controller engage in any illegal
 activity;                                                                                                                                                                                                                                                                                                                                  
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (ii)  | the Borrower is ordered to suspend its
 production or business, deregistered, or its business license is revoked, or
 it is terminated;                                                                                                                                                                                                                                                                                                                    
|    |                        |                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                        |                                                                                                                 | (iii) | the Borrowers financial condition is
 deteriorating; its production and operation is under server hardship; or any
 material adverse dispute occurs;                                                                                                                                                                                                                                                                                                      

12

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| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | ------------------------------------ | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                      | (iv)  | any other circumstance occurs on the
 Borrower which may have adverse affect on the creditors rights.                                                                                                                                                                                                                                                                                                                                                               
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (7)                                  |       | the Borrower shall notify the Lender within
 7 Days in writing in the event of:                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (i)   | any change of relationship of
 administrative subordination, any material change of high-level personnel and
 any material adjustment of the organisations structure;                                                                                                                                                                                                                                                                                               
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (ii)  | any material change of its name, domicile,
 business scope and other industrial and commercial registration matters or
 other matters that require special approval;                                                                                                                                                                                                                                                                                                 
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (iii) | any increase of the registered capital or
 any material amendment to the articles of association;                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (iv)  | any change of other material matters on the
 side of the Borrower which might affect the performance of obligations;                                                                                                                                                                                                                                                                                                                                                 
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (8)                                  |       | the Borrower and its investors shall not
 avoid their obligations owed to the Lender by way of withdrawing funds
 secretly, transferring of assets or transferring its shares to a third party.
 It shall not conduct any other behaviour that might damage the interests of
 the Lender;                                                                                                                                                                            
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (9)                                  |       | the Borrower shall bear any necessary fees
 for the legal service, insurance, transportation, evaluation, registration,
 custody, authentication, notarization in relation to this Contract and the
 security under this Contract;                                                                                                                                                                                                                                   
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (10)                                 |       | it shall perform any other obligation as
 required by Laws and Regulations or agreed by the Parties.                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3.7.2 | Rights and Obligations of the Lender
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (1)                                  |       | It shall provide the loans to the Borrower in
 full as scheduled. However, it shall not be liable for any delay caused by
 the reasons which are not attributable to the Borrower or a person other than
 the Lender.                                                                                                                                                                                                                                                
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (2)                                  |       | It is entitled to conduct on-site and
 off-site supervision and examination on the Project construction, production
 and operation, financial condition, inventory, usage of loans and other
 aspects, and require the Borrower to provide relevant documents, materials and
 information in order to check:                                                                                                                                                         
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (i)   | whether the capital, self-raised funds of
 the Project and other associated funds is in place as scheduled; whether the
 Project has any material change; whether the accumulative financial expenses
 match the progress of the Project;                                                                                                                                                                                                                            
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (ii)  | whether the Borrower use the loans for the
 purpose as agreed in advance; whether the loans are used for investment in
 equity capital, securities, futures or other speculations;                                                                                                                                                                                                                                                                                   
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                      | (iii) | any other matters which the Lender wants to
 examine;                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       | (3)                                  |       | if the Borrower takes any step that may
 affect the safety of the loans or the performance of its obligations, the
 Lender may require the Borrower to remedy within a reasonable period, carry
 out the measures which may protect the creditors rights, provide other valid
 security, or the Lender may cease to provide loans, or declare the
 acceleration of the loans under this Contract and other contracts, or require
 the loans to be repaid in advance;

13

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|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                            | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      | if the guarantor is ordered to suspend its
 production or business, deregistered, or its business license is revoked, or
 it becomes bankrupt or suffers material operations loss, as a result of which
 its part or total capability as a guarantor may lose, or the value of the
 assets on which the mortgage or pledge has been created suffers decrease,
 unexpected damage or loss, or other circumstances which may jeopardise the
 security occurs, the Lender may require the Borrower to provide other valid
 security;
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      | it shall perform any other obligation as
 required by Laws and Regulations or agreed by the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 3.7.3                                                                                                                                                                                                      | Other Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | 3.7.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Parties shall treat as confidential any
 business secret and other information in respect of interests of the other
 Party which are acquired during the execution and the performance of this
 Contract. Without the consent of such other Party, the Party shall not
 divulge any information above to any third party, unless as otherwise
 required by Laws and Regulations.
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | 3.7.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | After the termination of the rights and
 obligations in this Contract, the Parties shall continue to perform their
 obligations of notification and assistance in good faith.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4   | Supplementary Clauses                                                                                                                                                                                     
|    |                                                                                                                                                                                                           
|    | The Clauses 4.1, 4.2, 4.3, 4.4, and 4.5
 below shall be applicable to the loans under this Contract and binding upon
 the Parties. Other provisions in this Clause shall not be binding upon the
 Parties.
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1 | Conditions to the Usage of the Loans                                                                                                                                                                      
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 4.1.1                                                                                                                                                                                                      | In respect of the loans which have been
 provided to the Borrowers account by the Lender according to this Contract,
 the Borrower shall obtain the Lenders consent for using such loans if the
 conditions listed below have not been satisfied: 1. the Borrower shall
 submit to the Lender an Request Form for Using the Loans; and 2. the Borrower
 shall assist the Lender in managing the usage of the loans regularly, and the
 Borrower shall submit materials related to the payment of the loans and
 relevant acknowledgements of receipt to the Lender after the loans have been
 provided.
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 4.1.2                                                                                                                                                                                                      | In respect of the period during which the
 loans can be used, the interests shall be calculated according to the
 provisions as agreed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 4.1.3                                                                                                                                                                                                      | If the funds of the Borrower are inquired,
 frozen or deducted or any third party makes claims against the Borrower prior
 to the satisfaction of the conditions to the usage of the loans, the Borrower
 shall notify the Lender promptly.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.2 | Monitoring Account                                                                                                                                                                                        
|    |                                                                                                                                                                                                           
|    | 4.2.1                                                                                                                                                                                                      | The Borrower shall open a monitoring
 account with the Lender, and deposit the amount in sub-clause (2) into
 such account:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      | the project capital that is corresponding
 to the percentage of the loans provided by the Lender;                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      | all (all / the
 corresponding percentage of the loans) of the operational or leasing incomes;                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                            | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      | other: __________________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

14

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|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------
|    | 4.2.2                                                                                                                                                                                                                                                        | If the Borrower change or cancel such
 account prior to the entire termination of the contractual rights and
 obligations, the Borrower shall obtain the Lenders consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 4.2.3                                                                                                                                                                                                                                                        | Other:_______________________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.3 | Insurance                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                             
|    | 4.3.1                                                                                                                                                                                                                                                        | The Borrower shall take out engineering
 insurance, property insurance and other insurances related to this Project
 with an insurance company which is recognized by the Lender in accordance
 with Laws and Regulations, industry provisions or requirements of the Lender
 within 10 Days prior to the utilization. The types of the insurance include
 but not limited to:                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | property comprehensive insurance;                                            
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                              
|    |                                                                                                                                                                                                                                                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | machinery breakdown and electronic
 equipment breakdown additional insurance;
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                              
|    |                                                                                                                                                                                                                                                              | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | _________________________________________________.                           
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                              
|    | 4.3.2                                                                                                                                                                                                                                                        | The insurance amount of the policy taken
 out by the Borrower shall be not less than the loans (the total value of the
 Project/loans) under this Contract; the insurance period shall be extended to
 the date that is half a year after the expiry of the period of the total
 loan under this Contract (the date on which the Project is accepted and
 delivered for production after the completion / the date that is half a year
 after the expiry of the period of the total loan under this Contract). The
 Borrower shall renew the insurance according to relevant regulations and the
 requirements of the Lender, such insurance shall not be suspended or
 cancelled prior to the full repayment of the loans.
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 4.3.3                                                                                                                                                                                                                                                        | The insurance premium shall be borne by the
 Borrower and it shall pay the insurance premium on time. In the case that the
 Lender advances the insurance premium for the Borrower, it may recover the
 insurance premium and other necessary costs from the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                              
|    | 4.3.4                                                                                                                                                                                                                                                        | During the insurance period, if any
 accident covered by the insurance occurs, the Borrower shall promptly notify
 the insurance company and the Lender. The insurance proceeds shall be first
 used to repay the principal and interests of the loans. If such insurance
 proceeds are not sufficient, the Lender may recover relevant amount from the
 Borrower or require the Borrower to provide a separate security. With the
 consent of the Lender, the insurance proceeds may also be used to remedy the
 losses arising from the accident.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 4.3.5                                                                                                                                                                                                                                                        | Other:__________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.4 | Financial Monitoring                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                             
|    | In the event of (1), (2), (3), (4)
 below, the Borrower shall take measures which are recognised by the Lender to
 guarantee the debt at the request of the Lender, otherwise, the Lender may
 exercise the rights as agreed in Clause 5.3 in this Contract:
|    |                                                                                                                                                                                                                                                             
|    | (1)                                                                                                                                                                                                                                                          | the actual income of the Project during the
 operational period is less than 60% of the evaluation level;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (2)                                                                                                                                                                                                                                                          | the debt to asset ratio of the Borrower is
 more than 70%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (3)                                                                                                                                                                                                                                                          | the Borrower gets bad creditability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (4)                                                                                                                                                                                                                                                          | the Borrowers contingent liability ratio
 is over 50%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (5)                                                                                                                                                                                                                                                          | other:______________________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

15

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                    |  | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|4.5 | Other Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Parties further agree that: 1. the
 shareholders of the project company undertakes that: where it income of this
 Project is not adequate to repay the loans, the comprehensive income may
 become the source for repayment. 2. no dividends will be paid before the
 principal and interests of the loans have been fully paid. 3. the Borrower
 shall open a special account for collecting electricity fees with the
 Agricultural Bank of China. All the electricity fees shall be managed through
 this special account. 4, an instalment repayment schedule shall be
 formulated, and a special account for repayment shall be opened. An amount
 shall be withdrawn from the comprehensive income according to the repayment
 percentage and deposited into the special account for repayment on quarterly
 basis.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5   | Legal Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.1 | The Borrower shall be deemed to breach this
 Contract if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                    |  | 
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | it breaches the obligations as agreed in
 this Contract;                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | it fails to perform the undertakings in the
 Clause 2 of this Contract;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | it expressly shows or indicates by
 behaviour that it does not want to repay any due or undue debts;                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | it fails to perform part or all of its
 obligations under other contracts entered into by the Borrower and the
 Lender, or the Lender declares that the Borrower has breached the contracts;                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Borrower fails to perform or partially
 perform the contracts.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.2 | The Lender may terminate this Contract and
 other contracts entered into by the Parties if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Borrower or the guarantor breaches a
 contract;                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the repayment capability of the Borrower or
 the guarantor may suffer material adverse change;                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the assets over which the mortgage or
 pledge has been created may suffer material damage or the value of such
 assets may decrease;                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any state policy is adjusted, as a result
 of which it may cause material adverse affect on the safety of the loans;                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Borrower constitute a material breach
 against other creditors;                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | other circumstances under which a contract
 may be terminated according to laws and regulations occur.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If the Lender
 terminates the Contract, the discussion period is 7 Days from the date on
 which the Lender notifies the Borrower in written, spoken from or other
 forms.                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                    |  | 
|5.3 | If the any of the events in
 Clauses 5.1 and 5.2 occurs on the Borrower, the Lender may adopt following
 remedial steps:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Lender may require the Borrower or the
 security-provider to remedy their events of default or other circumstances
 which might have adverse affect on the safety of the loans within a
 reasonable period, and implement other debt protection measures or provide
 other effective security;

16

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|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|    | (2)                                                                                                                                                                                                                                                                                                                | if the Borrower fails to use the loans for
 the purpose as agreed, fails to repay the loans or pay due interests as agreed,
 it will be charged compound interests for such default until the principal
 and the interests have been fully repaid;
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | (3)                                                                                                                                                                                                                                                                                                                | the Lender may cease to provide loans,
 recover the provided loans in advance and declare the accelerate the loans
 under other loan agreements entered into by the Borrower and the Lender;                                                      
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | (4)                                                                                                                                                                                                                                                                                                                | the Lender may exercise legal rights or
 other rights as agreed against the Borrower, such as set-off rights;                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                   
|    | (5)                                                                                                                                                                                                                                                                                                                | the Lender may require the Borrower to bear
 any compensation for damages and other legal liabilities;                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                   
|    | (6)                                                                                                                                                                                                                                                                                                                | the Lender may take any step to protect the
 assets and other legal measures;                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                   
|    | (7)                                                                                                                                                                                                                                                                                                                | the Lender may disclose any breach of the
 Borrower;                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                   
|    | (8)                                                                                                                                                                                                                                                                                                                | other remedies:________________________.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                   
|5.4 | In the event that the Borrower breaches the
 Contract, as a result of which the Lender claims against the Lender through
 litigation or arbitration, the legal fee, business travel expense,
 implementation fee, evaluation fee and other necessary fees paid by the
 Lender shall be reimbursed by the Borrower.
|    |                                                                                                                                                                                                                                                                                                                   
|5.5 | In the event that the Borrower fully
 performs its obligations under the Contract but the Lender fails to provide
 loans in full to the Borrower as scheduled, the Lender shall indemnify the Borrower
 against any loss arising therefrom.                                                                       
|    |                                                                                                                                                                                                                                                                                                                   
|6   | Miscellaneous                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                   
|6.1 | Notice                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                   
|    | Any notice or other
 communication by one Party to the other Party shall be sufficiently served by
 facsimile or by hand to the other Partys address as set forth in this
 Contract, until the same is changed by prompt notice given to the other
 Party.                                                       
|    |                                                                                                                                                                                                                                                                                                                   
|6.2 | Dispute Settlement                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | 6.2.1                                                                                                                                                                                                                                                                                                              | Any dispute arising out of
 this Contract shall be settled by both Parties though negotiation. If an
 agreement fails to be reached, either party may adopt the method of (1)
 as follows:                                                        
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    |                                                                                                                                                                                                                                                                                                                    | (1)                                                                                                                                                                                                                                                |  | bring a lawsuit in competent peoples of
 the place where the Lender is located;
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    |                                                                                                                                                                                                                                                                                                                    | (2)                                                                                                                                                                                                                                                |  | submit the dispute to
 ___________________for arbitration.                      
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | 6.2.2                                                                                                                                                                                                                                                                                                              | During the litigation or
 arbitration, remaining clauses in this Contract which are irrelevant to the
 dispute shall continue.                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                   
|6.3 | Effectiveness                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                   
|    | 6.3.1                                                                                                                                                                                                                                                                                                              | This Contract shall come into
 force upon the execution or affixture of seals by both Parties.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | 6.3.2                                                                                                                                                                                                                                                                                                              | Place of execution: Yingjiang
 Sub-branch of the Agricultural Bank of China Limited.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    |  |                                                                                 
|    | 6.3.3                                                                                                                                                                                                                                                                                                              | Any matters uncovered by this
 Contract shall be negotiated separately by both Parties.                                                                                                                                                           

17

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|                                                                                                                                                                                                                                                                               |       |                                                                                                                                                                                                  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|                                                                                                                                                                                                                                                                               | 6.3.4 | This Contract shall be
 executed in three original copies. The Borrower, the Lender and the
 security-provider shall hold one copy respectively. The three copies
 shall have same legal effect.
|                                                                                                                                                                                                                                                                               |       |                                                                                                                                                                                                  |  | 
|The Borrower
 hereby certifies that the Lender has specified relevant clauses (especially
 those in bold) to us and has explained the definition, content and legal
 effect of relevant clauses at the request of us. We have been aware of and
 understood the clauses above.

Borrower (seal)

Legal Representative/Person in charge or
Authorized Representative (signed):

Date: 26 August 2010

Lender (seal)

Legal Representative/Person in charge or
Authorized Representative (signed):

Date: 26 August 2010

18

---



Instalment Repayment Agreement

Party A: Yingjiang Sub-branch of the
Agricultural Bank of China Limited (Party A)

Party B: Yunnan Huabang Electric Power
Development Co., Ltd. (Party B)

In accordance with the loan contract entered into by Party A and Party
B on 26 August 2010 (Contract No.: 53010420100000014), Party A shall provide
Party B with RMB 50 million general fixed assets loan and Party B shall repay
such loans by instalments. Both Parties, after negotiation, have entered into
the Instalment Repayment Agreement (this Agreement) as follows:

|  |                                                       
|- | ------------------------------------------------------
|1 | The instalment repayment schedule shall be as follows:

Table of Repayment Schedule

|                |  |     |  |      |  |      |  |     |  |       |  |                                                         
|--------------- |  | --- |  | ---- |  | ---- |  | --- |  | ----- |  | --------------------------------------------------------
|Unit: 10000yuan
|Year            |  | Q1  |  | Q2   |  | Q3   |  | Q4  |  | Total |  | Remarks                                                 
|                |  |     |  |      |  |      |  |     |  |       |  |                                                         
|2011            |  | 50  |  | 50   |  | 50   |  | 50  |  | 200   |  |                                                         
|2012            |  | 50  |  | 50   |  | 50   |  | 50  |  | 200   |  |                                                         
|2013            |  | 100 |  | 300  |  | 300  |  | 100 |  | 800   |  |                                                         
|2014            |  | 100 |  | 300  |  | 300  |  | 100 |  | 800   |  |                                                         
|2015            |  | 100 |  | 300  |  | 300  |  | 100 |  | 800   |  |                                                         
|2016            |  | 100 |  | 300  |  | 300  |  | 100 |  | 800   |  |                                                         
|2017            |  | 100 |  | 300  |  | 300  |  | 100 |  | 800   |  |                                                         
|2018            |  | 100 |  | 300  |  | 200  |  |     |  | 600   |  | All the loans will be fully
 repaid before they are due.
|Total           |  | 700 |  | 1900 |  | 1800 |  | 600 |  | 5000  |  |                                                         

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Party A shall provide the
 loans according to the loan contract and Party B shall perform its repayment
 obligation pursuant to the repayment schedule above. If Party B fails to
 perform such obligation according to the instalment repayment schedule of
 this Agreement, Party A may collect default interests on the overdue amount,
 freeze the Borrowers settlement account, sell the Borrowers power station
 by auction or take other steps to protect the safety of the loans according
 to the Loan Contract.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3 | This Agreement shall be an
 integral part of the Loan Contract (No. 53010420100000014) and has the
 same legal effect as the Loan Contract.                                                                                                                                                                                                                                                                                                                                                                                

19

---



|  |                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4 | In the event that any change
 shall be made to this Agreement, both Parties shall, after negotiation, sign
 a new repayment agreement.                             
|  |                                                                                                                                                                    
|5 | This Agreement shall be
 executed in twooriginal copies. Each Party shall hold one
 copy. This Agreement shall come into force upon the execution by both
 Parties.

|                                                                                |  |                                                                   
|------------------------------------------------------------------------------- |  | ------------------------------------------------------------------
|Party A: Yingjiang Sub-branch of the Agricultural Bank of
 China Limited (seal) |  | Party B: Yunnan Huabang Electric Power Development Co., Ltd.(seal)
|                                                                                |  |                                                                   
|Person in charge or Authorized Representative (seal):                           |  | Legal Representative or Authorized Representative (signed):       

Date of Execution: 26 August 2010

Place of Execution: Yingjiang Sub-branch of the Agricultural Bank of
China Limited

20

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