Unassociated Document


    Equity
Transfer Agreement


    This
Agreement is entered by and between the Transferors and Transferee
in Tianjin on the day of January 5, 2010.

    


    Transferors:

    


    Flying
Dragon Investment Management Limited (hereinafter
referred to as "FDIM")

    


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

    


    FDIM and
FDRD shall hereinafter be referred to individually as a "Transferor" and
collectively as the "Transferors".

    


    Transferee:

    


    Willsky
Development Ltd.

    


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

    


    Target Company:

    


    Fuzhou
Flying Dragon Zhongran Gas Inc. (hereinafter referred to as “Fuzhou Zhongran”),
a limited company established and existing under the laws of China, with its
registered address at Xiayang Village, Dengjia Country, Dongxiang County,
Jiangxi Province, with its legal representative of Shen Wensheng.

    


    Whereas:

    


    The
shareholders of Fuzhou Zhongran are FDRD holding 93.33% equity and FDIM holding
6.67% equity.

    


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

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    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
Transferors and the Transferee, after friendly consultations, conclude this
Agreement regarding the equity transfer as follows:

    


    1、Transferred
Equity

    


    
      	
              1.1

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

            


    

    


    
      
        	
                1.2

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

              


      

    

    


    
      	
              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 Transferors, 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
      Transferors 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 Transferors and provide relevant reports to the Transferee after
      investigation. The Transferors 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 26,000,000
      (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 27% of the
      Consideration, namely Renminbi 7 million Yuan. The Transferee shall make
      the first installment payment to the Transferors within 5 working days
      after the satisfaction of following
conditions.

              


      

    

    


     (1)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;

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    (2)
Obtaining writing certificate from local AIC or Foreign Trade and Economic
Authority for the approval of delay contribution of registered capital of the
Target Company.

    


    The
Transferors 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 January 20, 2010, otherwise
the Transferee is entitled to terminate this Agreement and the Transferors shall
pay the Transferee RMB 500,000 Yuan as penalty. The Transferors shall assume
such default liabilities jointly and severally.

    


    
      
        	
                3.3.2

              	
                The
      Parties agree that, the Transferors shall complete all of the following
      procedures as of the date of the first installment payment to the date of
      the second installment payment; otherwise, the Transferee shall have the
      right to refuse to make the second installment
  payment:

              


      

    

    


     (1)
The Transferors positively assist the Target Company to complete the examination
for the completed project;

    


     (2)The
Transferors 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 Transferors 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 Transferors, 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

          
            

          

        

        
           


        

      

    

     

     (3)
The Transferors shall be liable to complete the alteration registration for the
equity transfer of the Target Company coordinating with the Transferee before
January 31, 2010, obtain the new Business License and change the business scope
of the Target Company which at least includes the investment, operation,
management and services of urban gas pipeline.

    


     (4)
The Transferors 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 Transferors shall assist to settle the problems from old user;

    


     (6)
The Transferors shall provide the lists of creditors' right and obligations to
the Transferee;

    


     (7)
The Transferors and the Target Company shall assist the Transferee to check the
fixed assets;

    


     (8)
The Transferors 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;

    


     (9)
Completion of the Transfer.

    


    3.3.3 The
amount of the second installment is 53% of the
Consideration, namely Renminbi 13,800,000 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 transferors
shall assist the Target Company to complete the comprehensive examination for
the vaporizing station and completed pipeline (including examination and filing
procedures of Construction Bureau, Quality Supervision Bureau, Environmental
Protection Bureau and Security Supervision Bureau) and obtain the examination
report for relevant authorities;

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    (3)With regard to
the users had connected to the pipeline, the Transferors shall transfer all
collected and receivable connection fees to the Target Company or the Transferee
without any 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 Transferors shall pay the
Transferee RMB 500,000 Yuan as penalty. The Transferors shall assume such
default liabilities jointly and severally.

    


    3.3.4    The
amount of the third installment is 20% of the
Consideration, namely Renminbi 5,200,000 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 Transferors on August 31,2010 on the condition that the Transferors
are free of any liabilities.

    


    
      
        	
                3.4

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

              


      

    

    


    4、Adjustment of
Transfer Price

    


    
      	
              4.1

            	
              The
      Transferors jointly and severally undertake to assist to obtain all
      inspections and examination reports for completed constructions of the
      Target Company, including completing of approval and filing procedures of
      relevant government authorities as the request of the Transferee on April
      30, 2010. If the Transferors fail to fulfill the foregoing obligations
      before the second installment payment, then the Transferee is entitled to
      reduce the amount of Renminbi 300,000 Yuan from the Consideration or to
      request Renminbi 300,000 Yuan as compensation of breach of Agreement from
      the Transferors.

            


    

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      	
              4.2

            	
              The
      Transferors jointly and severally undertake to transfer all collected or
      receivable connection fees from connected users to Transferee without any
      condition as the request of the Transferee on April 30, 2010. If the
      Transferors fail to fulfill the foregoing obligations before the second
      installment payment, then the Transferee is entitled to reduce the amount
      of Renminbi 300,000 Yuan from the Consideration or to request Renminbi
      300,000 Yuan as compensation of breach of Agreement from the
      Transferors.

            


    

    


    
      	
              4.3

            	
              Transferors
      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 Transferors breach the aforementioned
      guarantee.

            


    

    


    5、Corporate
Operation before the Completion of Transfer

    


    
      
        	
                5.1

              	
                The
      Transferors jointly and severally agrees that Target Company and the
      Executive Director 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 Transferors 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;


    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    (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;

    


    (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.

              


      

    

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      
        	
                6.2

              	
                The
      Transferors 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 Transferors 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.

              


      

    

    


    
      
        	
                6.3

              	
                Contingent
      liabilities or other liabilities of the Target Company before the
      completion of delivery which the Transferors do not disclosed shall be
      assumed by the Transferors jointly and severally. If the Target Company
      assumes or pays such liabilities in advance and is subject to losses, the
      Transferors 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
      Transferors 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.

              


      

    

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      
        	
                7.3

              	
                If the
      Transferee failed to make the first installment in accordance with the
      Agreement or the Transferors 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 Transferors 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;

    


    (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.

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    
      
        	
                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
      Transferors have fulfilled its obligations under Article
    7.4.

              


      

    

    


    8、Representations
and Warranties

    


    
      
        	
                8.1

              	
                The
      Transferors jointly and severally commits and guarantees
    that:

              


      

    

    


    
      
        	
                8.1.1

              	
                The
      Transferors 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 Transferors 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
      Transferors subjects to under any laws and agreements, the Transferors
      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 Transferors, 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.

              


      

    

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
      
        	
                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.

              


      

    

    


    
      
        	
                8.1.8

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

              


      

    

    


    
      
        	
                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 Transferors 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 Transferors 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.

              

            


    

     

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      
        	
                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
      Transferors 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 Transferors at its own cost or transferred
      to the Transferors 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
      Transferors will negotiate with the Transferee on matters concerning
      equity transfer not mentioned herein in accordance with Chinese rules and
      regulations.

              


      

    

    


    
      
        	
                8.1.21

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

              


      

    

    


    
      
        	
                8.1.22

              	
                The
      Transferors 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 Transferors to offer all the facilities (in particular, the
      access to all the financial records and other documents of the
      Transferors) so that the Transferee can confirm whether a violation has
      occurred to the relevant
guarantees.

              


      

    

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
      
        	
                8.1.24

              	
                The
      Transferors 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 Transferors 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 Transferors have fulfilled its obligation under the
      Agreement, the Transferee shall also bear relevant liabilities and pay
      Consideration to the Transferors 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 Transferors, the Agreement may be terminated by the
      Transferee. Meantime the Transferors shall indemnify the Transferee for
      the damage herein caused by the
Transferors.

              


      

    

    


    
      
        	
                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.

              


      

    

     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      	
              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 Transferors 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 Transferors for
      the damage caused hereby.

            


    

    


    
      	
              9.6

            	
              If
      the Transferors fail to fulfill their undertakings on time under the
      Agreement, the Transferors 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 Transferors have performed
      all the provisions of this Agreement strictly; however the Transferee
      refuses to make payment according to the schedule under this Agreement or
      unilaterally terminates this Agreement, the Transferee shall assume
      liabilities of default and compensate the Transferor for their damage
      caused hereby.

            


    

    


    10、
Others

    


    
      
        	
                10.1

              	
                The
      Transferors jointly and severally undertake to be in charge of jointly
      assisting the Target Company to select two industrial users and conclude
      and sign the pipeline gas supply Agreement (binding framework agreement)
      with the Target Company as the request of the Transferee on the earlier
      date of the 90th day as of
      the first installment payment and the day of the second installment
      payment.

              


      

    

    


    
      
        	
                10.2

              	
                For the
      convenience of both parties to carry out their job on site the Transferee
      will reserve a position of director for the Transferors after the
      completion of the alteration of equity transfer. The term of office of
      such director shall be terminated as of the day of the payment of second
      installment.

              


      

    

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      
        	
                10.3

              	
                If possible,
      the Transferee will pay to the Transferors at most the consideration of
      the amount of RMB 1 million Yuan before February 14, 2010 within two weeks
      in advance. Such payment shall be deducted from the second installment
      paid for the Transferee to the
Transferors.

              


      

    

    


    11、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.

    


    12、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.

    


    13、Notices

    


    
      
        	
                13.1

              	
                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.

              


      

    

    


    
      
        	
                13.2

              	
                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.

              


      

    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

     If to the
Transferors, 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:____________________

    


    
      	
              13.3

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

            


    

    


    14、Governing
law

    


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

    


    15、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.

    


    16、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.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    17、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.

    


    18、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.

    


    19、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.

    


    20、Entire
agreement

    


    
      
        	
                20.1

              	
                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.

              


      

    

    


    
      
        	
                20.2

              	
                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.

              


      

    

    


    
      
        	
                20.3

              	
                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.

              


      

    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

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

    


    22、This
Agreement is executed in five counterparts. Each transferor holds one and the
transferee holds three.


     

    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)

     

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    Signature
Page

    


    Transferor:Flying
Dragon Investment Management Limited

    


    Authorized
Representative:

    


    Flying
Dragon Resource Development Limited

    


    Address:
Albion Plaza, TsimshatsuiKowloon, Hongkong

    


    Tel:
:00852-23678677  Fax:00852-23678618

    


    Authorized
Representative:

    


    Transferee:Willsky
Development Ltd.

    


    Address:

    


     Tel:
:               Fax:

    


    Authorized
Representative:

     

    Date:
January 5, 2010

     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

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

     

    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

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

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

    Annex III
Obligations transfer list

     

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

     

    Annex IV
Assets Confirmation List

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    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

    


    Board of
Supervisors

    


    Name                                              Designated
by

     

    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

    Part
2 Certificates and Licenses of Operations

     

    
      
        
           


        

        
          26