Unassociated Document


     

    Equity
Transfer Agreement

    


    This
Agreement is entered by and between the Transferor and Transferee in Tianjin on
the day of  Dec. 16, 2009.

    


    Transferor:

     

    Flying
Dragon Resource Development Limited (hereinafter
referred to as "FDRD")

    


    Transferee:

     

    Willsky
Development Ltd.

    


     (The
Transferor and the Transferee shall hereinafter be referred to individually as a
"Party" and collectively as the "Parties".)

    


    Target Company:

     

    Fuzhou
City Lean Zhongran Gas Inc. (hereinafter referred to as “Lean Zhongran”), a
limited company established and existing under the laws of China, with its
registered address at No. 6 Aoxi Road, Aoxi Town, Lean County, Jiangxi Province,
with its legal representative of Clemente Lindo Garcia.

    


    Whereas:

     

    The
shareholders of Lean Zhongran are FDRD holding 100% equity.

    The
Transferee agrees to purchase all equity of Target Company from the
Transferor.

    Pursuant
to the Company Law of the
People's Republic of China and Contract Law of the People's
Republic of China and other applicable laws and regulations the
Transferor and the Transferee, after friendly consultations, conclude this
Agreement regarding the equity transfer as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1、Transferred
Equity

     

    
      	
              1.1

            	
              Transferor
      jointly and severally agree to sell all equity of Target Company held by
      all the Transferor (hereinafter referred to as "Transferred Equity") to
      the Transferee.

            


    

     

    
      
        	
                1.2

              	
                 Transferee
      agrees to purchase all equity of Target Company from all the
      Transferor.

              


      

    

     

    
      	
              1.3

            	
              After
      the transfer of equity the Transferee shall have the shareholder's rights,
      and undertake obligations and responsibilities of shareholder in
      accordance with applicable China laws and the provisions of the Articles
      of Association of Target Company.

            


    

    


    2、Precondition of
the transfer of equity

     

    
      	
              2.1

            	
              The
      Parties agree that the following conditions shall be satisfied prior to
      the transfer of equity by the Transferor, the purchasing equity by the
      Transferee and performance of the transferred equity delivery by the
      Parties:

            


    

     

    (1)All necessary
permissions, instructions, consents, licenses, approval or authorization,
related to the legality, validity or enforceability of the selling of the
transferred equity, purchasing the transferred equity, issued by the relevant
government authorities, departments or other organizations have been obtained or
made;

     

    (2)All the
necessary procedures, formalities and procedures related to the transferring and
purchasing the transferred equity have been completed or performed.

     

    (3)The transfer of
equity shall not results in the deprivation of operating right of Urban Gas
Pipeline Project of Target Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              The
      Transferee may, at any time by writing to waive any of the above
      preconditions, and such waiver may be based on the terms and conditions
      which the Transferee determines.

            


    

     

    
      	
              2.3

            	
              The
      Parties agree that except otherwise agreed in this Agreement, the
      Transferee shall be entitled to terminate this Agreement unilaterally
      without any liability of breach of Agreement if some or all of the
      preconditions are still unable to be satisfied before the completion of
      transferred equity. If the Transferee suffers from losses hereby, the
      Transferor shall compensation such losses to the
    Transferee.

            


    

    


    3、Transfer price
and Time of payment

     

    
      	
              3.1

            	
              The
      Parties agree that the Transferee will let account firm, law firm and the
      engineering designing institute to make due diligence investigation in the
      site of Transferor and provide relevant reports to the Transferee after
      investigation. The Transferor agrees to make great effort to cooperate
      with such third parties.

            


    

    
       

      
        	
                3.2

              	
                The
      Parties agree that the transfer price of 100% equity of Target Company
      shall be RMB 4,800,000
      (hereinafter referred to as "Consideration") and paid in RMB in China or
      equivalent US dollar overseas by the means of installments. Aforesaid
      Consideration is on the basis of assets situation of the Target Company on
      September 30, 2009 (day of assets appraisal) and will be adjusted in
      accordance with the change of assets and liabilities of Target Company
      from the day of assets appraisal to the delivery
  day.

              


      

    

    
       

      
        	
                3.3

              	
                Payment
      Schedule

              


      

    

     

    The
Parties agree that the Consideration shall be paid according to the following
Payment Schedule upon the approval of this Equity Transfer by the board of
directors of the Transferee:

     

    
      	
              3.3.1

            	
              The
      amount of the first installment is 28% of the
      Consideration, namely Renminbi one million thirty-five hundred
      thousand  Yuan. The Transferee shall make the first installment
      payment to the Transferor within 5 working days
      after the satisfaction of following
conditions.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (1)The relevant gas
authority of the government where the Target Company located has issued the
written confirmation that the Target Company will has the operating right of
local Urban Gas Pipeline Project continuously;

     

    (2)The Target
Company has carried out necessary internal decision making procedure according
to its Articles of Association and relevant laws and regulations, including but
not limited to obtaining resolutions of Broad of Directors and Shareholder's
Meeting for approving equity transfer;

    


    The
Transferor shall submit original documents after obtaining abovementioned
documents or satisfaction of above conditions. The day when receiving all above
mentioned documents shall be the day of satisfaction of conditions. Above
conditions shall be satisfied or completed before December 20, 2009, otherwise
the Transferee is entitled to terminate this Agreement and the Transferor shall
pay the Transferee RMB 100,000_ Yuan as
penalty. The Transferor shall assume such default liabilities jointly and
severally.

     

    
      	
              3.3.2

            	
              The
      Parties agree that, the Transferor shall complete all of the following
      items after the day when the Transferee made the full payment of the first
      installment; otherwise, the Transferee shall have the right to refuse to
      make the second installment
payment:

            


    

     

    (1)The Transferor
shall be liable to complete the alteration registration for the equity transfer
of the Target Company coordinating with the Transferee before December 31, 2009,
obtain the new Business License

     

    (2)The Transferor
shall assist the Target Company actively to obtain the approvals, permits for
the environmental assessment, plan, construction, safety evaluation and other
procedures.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (3)The Transferor
shall release public statements in the proper local media under the consent of
the Transferee with consultation, where Target Company are located, to announce
that the Transferor and Target Company are not subject to any ongoing
litigation, arbitration cases (including under implementation), any circumstance
of seal-up, freezing or seizure of possession or other judicial enforcement
situation, or any disputes or potential disputes which may cause litigation or
arbitration. Meanwhile, there is no any outstanding guarantee or mortgages
provided by Target Company for any other person/entity. Before the completion of
the transfer, all rights and obligations of Target Company shall transfer to the
Transferor, who jointly and severally have the rights and take the obligations,
other than the receivable uncollected in connection with the development
agreements signed before the completion.

     

    (4)The Transferor
shall assist to handle other alteration registration procedures other than AIC
alteration registration for the equity transfer, including but not limited to
alteration of tax registration, bank and other procedure other relevant
departments request;

     

    (5)The Transferor
shall provide the lists of creditors' right and obligations to the
Transferee;

     

    (6)The Transferor
and the Target Company shall assist the Transferee to check the fixed
assets;

     

    (7)The Transferor
shall cause the Target Company to complete to transfer following documents to
the Transferee, including but not limited to, company stamps, certificates,
licenses, government permits and documents and materials of engineering,
finance, human resources and business contracts of operation of the Target
Company, no matter in writing or in electronic;

     

    (8)Completion of
the Transfer.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3.3

            	
              The
      amount of the second installment is 52% of the
      Consideration, namely Renminbi 2,490,000 Yuan.
      The second installment shall be paid on April 30, 2010. The preconditions
      of the second installment are as
follows:

            


    

     

    (1)All procedures
requested for the first installment are completed without any loss for the
operation of Target Company.

     

    (2)The Transferor
assist the Target Company to complete obtaining the approvals, permits for the
plan, construction, environmental assessment, , safety evaluation and other
procedures of the gas project.

     

    (3)The Target
Company obtained the acceptance by the Transferee on the constructed
pipelines.

     

    The
Transferor shall submit original documents after obtaining abovementioned
documents or satisfaction of above conditions. The day when receiving all above
mentioned documents shall be the day of satisfaction of conditions. Above
conditions shall be satisfied or completed before April 30, 2010, otherwise the
Transferee is entitled to terminate this Agreement, the Transferors shall refund
the paid consideration to the Transferee and the Transferor shall pay the
Transferee RMB 300,000_Yuan as
penalty. The Transferor shall assume such default liabilities jointly and
severally.

     

    
      	
              3.3.4

            	
              The
      amount of the third installment is 20% of the
      Consideration, namely Renminbi 960,000 Yuan.
      For the propose of smoothly transition and stable operating of Target
      Company, the third installment shall be considered as deposit of this
      transaction and will be paid to the Transferor on August 31,2010 on the
      condition that the Transferor are free of any
  liabilities.

            


    

    
       

      
        	
                3.4

              	
                The
      Transferor jointly and severally agree that when the Transferee makes
      payment to the Transferor, the Transferee is entitled to deduct any of the
      remaining payables (if any) owed by the Transferor on its own discretion
      without any prior consent of the
Transferor.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4 Adjustment of
Transfer Price

     

    
      	
              4.1

            	
              The
      Transferor jointly and severally undertake to assist to obtain all the
      approvals, permits for the plan, construction, environmental assessment, ,
      safety evaluation and other procedures of the gas project of the Target
      Company before April 30, 2010. If the Transferor fail to fulfill the
      foregoing obligations, then the Transferee is entitled to reduce the
      amount of RMB100,000 _ Yuan
      from the Consideration or to request RMB100,000 _Yuan
      as compensation of breach of Agreement from the
  Transferor.

            


    

     

    
      	
              4.2

            	
              The
      Transferor jointly and severally undertake to assist the Target Company to
      pay up the full amount of registered capital or reduce the registered
      capital into 10,000,000HK Dollars before April 30, 2010. If the Transferor
      fail to fulfill the foregoing obligations, then the Transferee is entitled
      to reduce the amount of Renminbi 100,000Yuan from the Consideration or to
      request Renminbi 100,000Yuan as
      compensation of breach of Agreement from the
  Transferor.

            


    

     

    
      	
              4.3

            	
              Transferor
      jointly and severally undertake to ensure that before the completion of
      the Transfer in order to keep the stability of the personnel of Target
      Company, hiring new staff, salary adjustments or other changes shall not
      be occurred except staff and salary adjustments contained in the "List of
      company personnel and salary details" (specified in annex II to this
      Agreement, the "List of company personnel and salary details") and new
      constructions advance payments and payables shall not be occurred except
      that contained in the " Obligations transfer list" (specified in Annex III
      to this Agreement, the "Obligations transfer list"). The Transferee is
      entitled to deduct the losses of Target Company from the outstanding of
      the Consideration if the Transferor breach the aforementioned
      guarantee.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5、Corporate
Operation before the Completion of Transfer

     

    
      
        	
                5.1

              	
                The
      Transferor jointly and severally agrees that Target Company and the Board
      of Directors appointed by it shall ensure that: first, business operation
      of Target Company will be carried on in accordance with the normal and
      prudent principles; second, the Company and its Board of Directors shall
      not deal with or shall deal with (or allow to deal with) any (those things
      that shall be done or not be done during the normal operation) important
      actions or matters. Moreover, without a written consent from the
      Transferee in advance before the completion of the Transfer, the
      Transferor shall, in particular (but not limited to the general
      applicability of the statement mentioned above), ensure that Target
      Company shall not:

              


      

    

     

    (1)Issue or agree
to issue any shares or loan capitals, or; offer or agree to offer or withdraw
any option of purchase, or; amend any existing terms concerning the acquisition
or subscription of the option or right of any shares or loan
capital;

     

    (2)Make a loan or
raise money;

     

    (3)Terminate any
Agreements, arrangements or Agreements of great value, or; waive any rights of
material value;

     

    (4)Create or permit
to arise any mortgage, charge, lien, pledge, other form of security or
encumbrance of equity of whatsoever nature, whether similar to the foregoing or
not, on or in respect of any part of its undertaking, property or assets other
than liens arising by operation of law in amounts which are not
material;

     

    (5)Give any
guarantee, indemnity, surety or security to any third party;

     

    (6)Dispose or agree
to dispose of or acquire or agree to acquire any material asset;

     

    (7)Dispose of the
ownership, possession, custody or control of any corporate or other books or
records;

     

    (8)Other than in
the ordinary and usual course of its business, compromise, settle, release,
discharge or compound any material civil, criminal, arbitration or other
proceedings or any material liability, claim, action, demand or dispute or waive
any right in relation to any of the foregoing;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (9)Other than in
the ordinary course of its business, release compromise or write off any
material amount recorded in the books of account of the Target Company as owing
by any debtors of such Target Company;

     

    (10)Let or agree to
let Target Company to transfer the possession or ownership of the whole or any
part of the Property, or take on lease or assume possession of any real
property;

     

    (11)Terminate any
or allow to lapse any material insurance policy now in effect or defaulting
under any provision thereof.

    


    6、Matters prior to
Completion of the Transfer

     

    
      
        	
                6.1

              	
                During
      the process of verifying assets and businesses of Target Company, should
      the Transferee find any items not in compliance with Assets Confirmation
      List (please refer to the Attachment 4 below), it can notify both Parties
      at any time. The two Parties will adjust the price of transfer upon
      negotiation. Should the two Parties cannot reach an agreement on the
      adjustment of the price of transfer within 7 working days after the
      notice, then they shall retain a professional appraisal institution to
      assess the value of relevant assets. Both Parties agree to adjust the
      price of transfer based on the result of assessment. Each Party will share
      50% of the assessment fee.

              


      

       

    

    
      	
              
                6.2

              

            	
              
                The
      Transferor shall pay up the entire outstanding payables of all uncompleted
      contracts before Completion of the Transfer at its own cost, or transfer
      the payables to Transferor with prior consent from relevant creditors.
      Target Company shall be responsible for the payables of the construction
      agreement signed by it after the Completion of the Transfer.
      Notwithstanding aforesaid, the uncollected receivables of the development
      agreement signed before the Completion of the Transfer shall still belongs
      to Target Company. Both Parties shall conclude Finance Settlement Rules
      for the settlement of tax, advance payments, account payable, account
      receivable and etc. before the completion of delivery, which shall be one
      of the annexes of this
Agreement.

              

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              
                6.3

              

            	
              
                Contingent
      liabilities or other liabilities of the Target Company before the
      completion of delivery which the Transferor do not disclosed shall be
      assumed by the Transferor jointly and severally. If the Target Company
      assumes or pays such liabilities in advance and is subject to losses, the
      Transferor shall compensate all losses to the Target Company within 5
      working days after the occurrence of actual
  losses.

              

            


    

    


    7、Completion of the
Transfer

     

    
      
        	
                7.1

              	
                The
      Parties agree that they will establish a “transfer team” jointly to
      complete the equity transfer of Target Company within three working days
      upon the completion of the first installment. The day when “transfer team”
      is established is the delivery
day.

              


      

    

     

    
      	
              
                7.2

              

            	
              
                The
      Transferor shall prepare a list of transfer for the “transfer team”. The
      list shall show all the assets, corporate books required by the law,
      account books, documents, agreements, and contracts and so
      on.

              

            


    

     

    
      	
              
                7.3

              

            	
              
                If
      the Transferee failed to make the first installment in accordance with the
      Agreement or the Transferor causes a significant impact on the business
      operation of Target Company due to its false reports or data, the
      Agreement will be terminated
automatically

              

            


    

     

    
      	
              
                7.4

              

            	
              
                To
      facilitate the Completion of the Transfer, the Transferor shall submit the
      following documents to the
Transferee:

              

            


    

     

    (1) Permits and
approvals in writing for the alteration registration of equity transfer from
Committees of Foreign Trade and Economic Cooperation and AIC;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (2)Certificates of
shares on the equity transfer (including register of shareholders of Target
Company);

     

    (3)Letters of
resignation from all the current directors, supervisors of Target Company. It
should be confirmed that none of these letters of resignation have involved
Target Company respectively in any claims (no matter it is on the compensation
for resignation or any other reasons). The resignation shall be effective upon
the delivery day;

     

    (4)Confirmation
letters of senior officers of Target Company to confirm that none of the
officers have claims against the Target Company respectively (no matter it is on
the compensation for resignation or any other reasons);

     

    (5)Certificates
that prove property right alteration registration procedures concerning the
selling and purchasing of transferred equity have been duly
completed;

     

    (6)Certificates
that prove existing bank accounts of Target Company respectively have been
rendered void and new authorization orders have been issued to personnel
appointed by the Transferee;

     

    (7)Certificates of
ownership of the assets; and

     

    (8)Certificates by
the Target Company banks of the amount standing to the debit or credit of such
accounts at the close of business on the day of Completion of the
Transfer.

     

    
      
        	
                7.5

              	
                Both
      Parties agree that the transfer shall be deemed to be completed upon the
      day when the Transferee confirms that all works of delivery has completed
      and the Transferor have fulfilled its obligations under Article
      7.4.

              


      

    

    


    8、Representations
and Warranties

     

    
      
        	
                8.1

              	
                The
      Transferor jointly and severally commits and guarantees
    that:

              


      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              
                8.1.1

              

            	
              
                The
      Transferor legally owns 100% of the equity of Target Company. Should any
      third Party raise requests to the Transferee for ownership or interest of
      the equity, the Transferor shall bear full responsibility and compensate
      the Transferee for any loss incurred
  hereof.

              

            


    

     

    
      	
              8.1.2

            	
                The
      Transferred Equity shall not subject to any restriction under any laws and
      agreements beyond the ones stipulated expressly in this Agreement. Should
      any third Party produce effective evidence that the transfer by the
      Transferor subjects to under any laws and agreements, the Transferor shall
      bear full responsibility and compensate the Transferee for any loss
      incurred hereof.

            


    

     

    
      	
              
                8.1.3

              

            	
              
                Upon
      the performance of the Agreement, no third Party has access to the equity
      acquired by the Transferee, its subsidiary rights and interests or those
      to be generated from the
equity.

              

            


    

     

    
      	
              
                8.1.4

              

            	
              
                Individual
      income tax of the revenue generated from the equity transfer shall be
      borne by the Transferor, who shall pay tax to the local tax bureau and
      submit copies of certificate of tax payment to the
      Transferee.

              

            


    

     

    
      	
              
                8.1.5

              

            	
              
                The
      Target Company are established and existing under the laws of
      China.

              

            


    

     

    
      	
              
                8.1.6

              

            	
              
                Target
      Company own and have acquired all the effective authorization letters,
      licenses, approvals and permits to manage existing assets and carry out
      all the business operations (specified in Annex V "The production and
      operation information of Target Company"). The above-mentioned documents
      have been registered and recorded in relevant authorities in accordance
      with applicable laws and
regulations.

              

            


    

     

    
      	
              
                8.1.7

              

            	
              
                Except
      written disclosure to the Transferee, the assets of Target Company are not
      subject to any guarantees or any right of third Party or any other
      limitations that might affect the execution of rights concerning the
      above-mentioned assets or interests. As of the execution day of the
      Agreement, nobody will execute or claim to execute any rights that might
      significantly affect the conditions of the transferred assets, or raise
      any disputes directly or indirectly involving the transferred
      assets.

              

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              
                8.1.8

              

            	
              
                Upon
      execution by both Parties, this Agreement will be binding upon the
      Transferor.

              

            


    

     

    
      	
              
                8.1.9

              

            	
              
                Except
      written disclosure to the Transferee, the assets are not subject to any
      litigations, arbitrations or administrative procedures involving any other
      enterprises or its
subsidiaries.

              

            


    

     

    
      	
              
                8.1.10

              

            	
              
                Except
      explicit disclosure, the transferred assets of Target Company are not
      subject to any other loans to be paid or debts of any
      forms.

              

            


    

     

    
      	
              
                8.1.11

              

            	
              
                Before
      the execution day of the Agreement, there is no written notice from
      creditors that will make a mandatory disposal of assets of Target
      Company.

              

            


    

     

    
      	
              
                8.1.12

              

            	
              
                As
      of the execution day of the Agreement, as far as the Transferor know, no
      material adverse affects occur or based on reasonable judgment might occur
      to the existing business, finance or
  operation.

              

            


    

     

    
      	
              
                8.1.13

              

            	
              
                The
      Assets Confirmation List (specified in Annex 4 below) provided by
      Transferor to Transferee is true, accurate and
    complete.

              

            


    

     

    
      	
              
                8.1.14

              

            	
              
                On
      the base day of assets appraisal, Target Company have effective and
      tradable ownership in all the fixed assets stipulated in Assets
      Confirmation List, including but not limited to all the machines,
      constructions, on-going projects, gas pipeline, land and other fixed and
      current assets. Moreover, it is still entitled to effective and tradable
      ownership in the above-mentioned assets and all the acquired assets upon
      the date of the Completion of the
  Transfer.

              

            


    

     

    
      	
              
                8.1.15

              

            	
              
                Upon
      the delivery day, major assets in operation of Target Company shall be in
      good condition and comply with normal standards of gas industry after
      periodical and proper
maintenance.

              

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              
                8.1.16

              

            	
              
                The
      operations of Target Company have never gone against rules and regulations
      of China, never received any written notice from relevant management or
      public service department that indicates authorization, license, approval
      and permit awarded to the target company before have been revoked due to
      its delinquent behaviors and the revocation of the above-mentioned
      documents, compliance with relevant regulations or remedial measures
      adopted have material adverse affects to the business operation of the
      Target Company.

              

            


    

     

    
      	
              
                8.1.17

              

            	
              
                The
      Obligations Transfer List (please refer to Annex 3) provided by Transferor
      to Transferee is true, accurate and
  complete.

              

            


    

     

    
      	
              
                8.1.18

              

            	
              
                Before
      the delivery day, all the debts owed by Target Company have been shown in
      the Debt Transfer List specified in Annex III), including but not limited
      to the amount owed to the original shareholders, the amount payable to
      suppliers and construction teams, salaries and benefits payable to
      employees, taxes payable to tax bureau and so on. The above-mentioned
      debts have been paid up by the Transferor at its own cost or transferred
      to the Transferor with consent from relevant
    creditors.

              

            


    

     

    
      	
              
                8.1.19

              

            	
              
                Except
      for debts shown in the Debt Transfer List (please refer to Annex 3), there
      is no other debt owed by Target Company before the Delivery
      day.

              

            


    

     

    
      	
              
                8.1.20

              

            	
              
                The
      Transferor will negotiate with the Transferee on matters concerning equity
      transfer not mentioned herein in accordance with Chinese rules and
      regulations.

              

            


    

     

    
      	
              
                8.1.21

              

            	
              
                The
      Transferor shall be responsible for the above-mentioned representations
      and warranties. If the Transferor are in breach of any of such terms, the
      Transferee reserves the right to deduct RMB 500,000Yuan from the
      Consideration.

              

            


    

     

    
      	
              
                8.1.22

              

            	
              
                The
      Transferor jointly confirms that the Transferee signs this Agreement
      relying on every guarantee and
warranty.

              

            


    

     

    
      	
              
                8.1.23

              

            	
              
                Should
      the Transferee has proper reason to believe a potential violation of such
      guarantees, within three years after the completion of the transfer, the
      Transferee, its counselors and representatives reserve the right to
      require the Transferor to offer all the facilities (in particular, the
      access to all the financial records and other documents of the Transferor)
      so that the Transferee can confirm whether a violation has occurred to the
      relevant guarantees.

              

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              
                8.1.24

              

            	
              
                The
      Transferor jointly commits that upon the execution of the Agreement, it
      will terminate any negotiation on the equity transfer of Target Company
      with any third Party except the Transferee. Meanwhile, it will not carry
      out new negotiations on the equity transfer of Target Company with any
      third Party except the
Transferee.

              

            


    

     

    
      	
              
                8.1.25

              

            	
              
                The
      above-mentioned representations and guarantees remain effective after the
      delivery day.

              

            


    

    


    
      	
              
                8.2

              

            	
              
                The
      Transferee commits and guarantees
that:

              

            


    

     

    
      	
              
                8.2.1

              

            	
              
                The
      Transferee is a legal entity established and existing under the laws of
      United States.

              

            


    

     

    
      	
              
                8.2.2

              

            	
              
                The
      Transferee will negotiate with the Transferor on matters concerning equity
      transfer not mentioned herein in accordance with laws and regulations of
      China.

              

            


    

     

    
      	
              
                8.2.3

              

            	
              
                The
      Transferee shall be responsible for the above mentioned representations
      and guarantees. If the Transferor have fulfilled its obligation under the
      Agreement, the Transferee shall also bear the liabilities of performing
      this Agreement and pay Consideration to the Transferor as stipulated in
      this Agreement.

              

            


    

    


    9、Liability for
breach of the Agreement

     

    
      
        	
                9.1

              	
                In
      the event that there is any material omission or severe fraud in the
      documents or data submitted by the Transferor, the Agreement may be
      terminated by the Transferee. Meantime the Transferor shall indemnify the
      Transferee for the damage herein caused by the
  Transferor.

              


      

    

    
       

      
        	
                9.2

              	
                The
      Parties mutually agree that, unless this Agreement is otherwise provided,
      if either Party makes a material breach of the Agreement, the observant
      party has the right to terminate the Agreement according to the Contract
      Law of People's Republic of China and applicable judicatory interpretation
      and claim for compensations.

              


      

    

    
       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3

              	
                The
      Parties confirm simultaneously that if either Party breaches their
      representations, warranties and facts stated in the Article 8 under the
      Agreement,the
      observant party may have the right to terminate this Agreement and claim
      for compensations.

              


      

    

    
       

      
        	
                9.4

              	
                Any
      Party breaching any provision of the Agreement including but not limited
      to representations、guarantees
      and warranties shall consist of the breach of the Agreement. The observant
      party may have the right to claim for compensation until to terminate this
      Agreement.

              


      

    

    
       

      
        	
                9.5

              	
                After
      completion of the equity transfer, the Transferor shall take positive
      measures to solve all disputes or debts caused by the running of the
      company before the delivery day, or unforeseeable disputes before the
      delivery day. The Transferee shall be compensated by the Transferor for
      the damage caused hereby.

              


      

    

    
       

      
        	
                9.6

              	
                If
      the Transferor fail to fulfill their undertakings on time under the
      Agreement, the Transferor are deemed to breach the Agreement and the
      Transferee may have right to terminate this Agreement and claim for
      compensation.

              


      

    

    
       

      
        	
                9.7

              	
                Unless
      this Agreement is otherwise provided, if the Transferor have performed all
      the provisions of this Agreement strictly; however the Transferee refuses
      to make payment according to the schedule under this Agreement
      unilaterally terminates this Agreement, the Transferee shall compensate
      the Transferor for their direct damage caused
  hereby.

              


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    10、Force
Majeure

     

    Neither
Party shall be prevented from failure of performance of any of its obligations
under this Agreement due to an event of Force Majeure outside the reasonable
control of that Party. The Party affected by such event of force majeure shall
notify the other Party immediately in convenient way, and shall not later than
15 days after the commencement of such event submit the documentary evidence
notarized by local notary organ to the other Party. Both Parties shall negotiate
the way of dealing with the aftermath such event in time.

    


    11、Confidentiality

     

    Either
Party of this Agreement shall not disclose any information related to this
Agreement to any person、entity or company
during the term of the Agreement or five years after the expiry date of the
Agreement, no matter the person、entity or company
has a competitive relationship with the other Party or not.

    


    12、Notices

     

    
      
        	
                12.1

              	
                Any
      and all notices shall be in writing, including facsimile、letter、delivery by
      designated deliverer, the notifying date shall be no later than 7 days
      after the written notice delivered. The notifying date of unwritten notice
      (telephone or email, etc) shall be the date of written confirmation of the
      receiver.

              


      

    

    
       

      
        	
                12.2

              	
                Either
      Party altering the notice(s) or the address, shall notice the other Party
      no later than 3 days after the alteration. The altering Party shall take
      all legal liability caused by its failure of performance of notifying
      duty.

              


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    If to the
Transferor, notices shall be delivered as follows:

     

    addressee:Lin
Gong  position:Director

     

    address:Gas Station, Xiayang
Village, Dengjia Country, Dongxiang County, Jiangxi Province post
code:331801

     

    facsimile:0794-4220898  email:linyan@flyingdragon.cc

     

    If to the
Transferee, notices shall be delivered as follows:

     

    addressee:___________  position:___________

     

    address
______________________   post
code:_____________

     

    facsimile:___________  email:___________  

     

    
      	
              12.3

            	
              All
      notices and relevant expenses under this Agreement shall be processed by
      either Party respectively in accordance with laws and
      regulations.

            


    

    


    13、Governing
law

    The
formation、validity、interpretation
and/or performance of this Agreement shall be governed by PRC LAWS.

    


    14、Settlement of
dispute

     

    Any
disputes arising from or in connection with this Agreement shall be settled
through friendly negotiation between the Parties. If the dispute cannot be
resolved by negotiation, then any Party may submit the dispute to China
International Economic and Trade Arbitration Committee Tianjin International
Economic and Financial Arbitration Center for arbitration according to and
regulations in effect at the time of applying for arbitration. The arbitration
award shall be final and binding on all parties.

    


    15、Severability

     

    Any
provision of the Agreement shall be deemed as severable. If any provision of the
Agreement is invalid, it shall not affect the validity of the rest of the
provisions of this Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    16、Non-waiver

     

    If either
Party does not insist the other Party on the performance of any provision of the
Agreement at any time, the Party shall not be deemed to waive the provision or
waive the right to insist the other Party on execution of the
provision.

    


    17、Transcript

     

    The
formal text of the Agreement shall be written in CHINESE. Any provision of such
Agreement shall be interpreted under the usual meaning of the words in the
Chinese version.

    


    18、Title and
Subtitles

     

    All tile
and subtitles of the Agreement are in the convenience of the reference only and
shall not limit or affect any provision provided in the Agreement.

    


    19、Entire
agreement

     

    
      	
              19.1

            	
              This
      Agreement includes all agreements and memorandums related to the subject
      of this Agreement and supersede any and all previous written or oral
      agreements and/or memorandums concluded by any consultation relating to
      the subject of this Agreement. Unless this Agreement is otherwise provided
      expressly, any other condition, definition, guarantee or statement related
      to the subject of this Agreement shall not be binding on both
      Parties.

            


    

     

    
      	
              19.2

            	
              Any
      correction、amendment、replacing or
      modification of this Agreement shall be made in writing and shall be
      ascertained that it is relevant to the Agreement and shall be signed by
      the representatives or designated person(s) of both Parties of the
      Agreement.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              19.3

            	
              Both
      Parties of the Agreement mutually agree that in the convenience of
      processing the procedure of the update registration related to the share
      transferring hereof with the local industry and commercial bureau, both
      Parties may enter into a simpler share-transferring Agreement. The content
      of the simple share-transferring Agreement shall not be controversial with
      this Agreement hereof. In case of any controversy, this Agreement shall
      prevail.

            


    

    


    20、This
Agreement shall come into effective upon the approval of the Board of
Transferee.

     

    21、This
Agreement is executed in four counterparts. Each transferor holds two and the
transferee holds two.

     

    Annexes:

     

    Annex
I  "Details of the land required by Target Company for gas station
sites"

     

    Annex
II  the "list of the personnel of Target Company and salary
details"

     

    Annex
III   the "Obligations transfer list"

     

    Annex
IV  "Assets Confirmation List"

     

    Annex
V  "The production and operation information of Target
Company"

     

    (This
page is blank below)

     

    Signature
Page

     

    Transferor:Flying
Dragon Resource Development Limited

     

    Address:
Albion Plaza, TsimshatsuiKowloon, Hongkong

    


    Authorized
Representative:

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    Transferee:Willsky
Development Ltd.

     

    Address:            
Tel:          
Fax:         

     

    Authorized
Representativ:

     

    Date :
December ____, 2009

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    Annex
I Details of the
land required by Target Company for gas station sites

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    Annex II
List of the personnel of Target Company and salary details

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    Annex III
Obligations transfer list

     

    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    Annex IV
Assets Confirmation List

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    Annex V
The production and operation information of Target Company

     

    Part one
Basic Information of Target Company

    


    Business
License

    


    Business
License No.:

     

    Registration
No.:

     

    Issuing
Date:

    


    Address:

    


    Type
of Enterprise

    


    Registered
Capital

    


    Business
Scope:

    


    Business
Term:

    


    Board
of Directors:

    


    
      
        	
                Name

              	
                Designated
      by

              	
                Position

              


      

       

    

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Board of
Supervisors

     

    
      
        	
                Name                                              Designated
      by

              


      

       

    

    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    Part
2 Certificates and Licenses of Operations

     

    
      
         


      

      
        28