[English
      Translation]

    


    Agreement
      for Equity Swap

    


    Party
      A:
      Mr. Xiu Hai Tian

    Party
      B:
      Tianjin SingOcean Public Utility Development Co., Ltd

    


    Whereas:

    


    
      	
              1.

            	
              Mr.
                Xiu Hai Tian is a PRC natural person and legally holds 49% equity
                of
                Qinhuangdao Chensheng Gas Ltd (“Chensheng Gas”).
                

            


    

    


    
      	
              2.

            	
              Tianjin
                SingOcean Public Utility Development Co., Ltd is a Sino-foreign
                joint-venture, established legally in China and legally holds 99%
                equity
                of Hunchun SingOcean Energy Ltd.

            


    

    


    
      	
              3.

            	
              In
                order to make full use of both Parties’ own advantages and resources in
                operating the gas industry for development of the gas projects, the
                parties hereto mutually agree as follows on the swap of the 49% equity
                of
                Chensheng Gas, hold by Party A, with the 99% equity of Hunchun SingOcean,
                hold by Party B:

            


    

    


    
      	 	
              1)

            	
              Party
                A represents that it has sole power to dispose of the equity that
                is to be
                swapped to Party B, that there exists no pledge or judicial attachment
                on
                the same equity, that the equity is free from any recourse from any
                third
                party. Otherwise Party A should be liable for all economic and legal
                liabilities arising herefrom. Meanwhile the equity swap has been
                consented
                to by all the creditors. 

            


    

    


    Party
      B
      represents that it has sole power to dispose of the equity that is to be swapped
      to Party A, that there exists no pledge or judicial attachment on the same
      equity, that the equity is free from any recourse from any third party.
      Otherwise Party B should be liable for all economic and legal liabilities
      arising herefrom. Meanwhile the equity swap has been consented to by all the
      creditors.

    


    
      	 	
              2)

            	
              The
                value of the equity and the transfer becomes
                effective

            


    

    


    According
      to full investigations on each other by both parties, the net assets
      corresponding to the 49% equity of Chensheng Gas hold by Party A are almost
      equal to the net assets the 99% equity of Hunchun SingOcean hold by Party B,
      and
      the equipments and devices are in good operational condition. Both parties
      confirm that the other party need not pay any asset or cash for any discrepancy
      except the swapped equity (the final amount of the net assets is subject to
      the
      assets valuation report).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Both
      parties should start the procedure of the registration for change at the
      Administration for Industry and Commerce (“AIC”) as soon as the agreement has
      been signed. Both parties will legally hold the equity of the other party after
      the above procedure. After the registration for change, Party B will legally
      hold the 49% equity of Chensheng Gas and Party A will legally hold the 99%
      equity of Hunchun SingOcean.

    


    
      	 	
              3)

            	
              Allocation
                of profits and losses of the swapped equity (rights and
                debts)

            


    

    


    
      	 	
              A.

            	
              Both
                parties should be entitled to the profits and share the corresponding
                losses and risks of the companies in accordance with their respective
                proportions in the swapped equity once the registration for change
                at the
                AIC has been completed after the effectiveness of this
                agreement.

            


    

    


    
      	 	
              B.

            	
              When
                one Party’s failure at its signing of this agreement to truthfully notify
                the other party of the liabilities attaching to the swapped equity
                brings
                about losses to the other party after the latter becomes a shareholder
                of
                the company, the party that has incurred losses has the right to
                claim for
                compensation from the first party.

            


    

    


    
      	 	
              4)

            	
              Liability
                for breach of the Agreement

            


    

    


    
      	 	
              A.

            	
              Both
                parties should conscientiously perform the agreement as soon as the
                agreement becomes effective. A party should be held liable under
                relevant
                laws and the agreement if it has not fully performed its obligation
                pursuant to the agreement.

            


    

    


    
      	 	
              B.

            	
              When
                any reason causes one party unable to complete the AIC registration
                on
                schedule or impacts materially on the fulfillment of the purpose
                for
                entering into the agreement, the other party should pay the liquidated
                damage in the amount of one ten thousandth of the value of the equity.
                When the amount of the liquidated damage is less than the actual
                losses,
                the delinquent party shall pay additional
                damages.

            


    

    


    
      	 	
              5)

            	
              Amendment
                and termination of the agreement

            


    

    


    Both
      parties may amend and terminate this agreement through mutual agreement. Both
      parties should sign a separate agreement for amendment and termination of this
      agreement if they have agreed to amend or terminate the agreement through mutual
      agreement.

    


    
      	 	
              6)

            	
              Expenses

            


    

    


    The
      expenses incurred by the parties with respect to the equity swap process (such
      as the fees for notarization, audit, asset appraisal, AIC registration and
      so
      on) shall be paid by each party respectively.


    
      
        
        

      

      
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              7)

            	
              Dispute
                Resolution

            


    

    


    Any
      dispute relating to or arising under this agreement shall be resolved through
      friendly consultation by both parties. If such consultation fails, it may be
      resolved by the following means (tick in the block before the one item that
      is
      chosen): □ submit the dispute to arbitration at Tianjin Arbitration Committee; □
institute legal proceedings in a people’s court with jurisdiction. 

    


    
      	 	
              8)

            	
              Effect
                of the agreement

            


    

    


    This
      Agreement will be effective as soon as it is signed and sealed by both parties.
      Both parties shall complete the registration procedure at the AIC within 3
      days
      after this Agreement comes into effect. 

    


    
      	 	
              9)

            	
              This
                Agreement is signed in six copies. Each party holds one copy, and
                the
                other copies shall be submitted to the relevant governmental departments.
                

            


    

     

    Party
      A:
      Mr. Xiu Hai Tian

    Representative:
      /s/ Xiu Hai Tian 

     

    Party
      B:
      Tianjin SingOcean Public Development Co., Ltd

    Legal
      representative: /s/ Chun Ming Guo 

    (Seal
      of
      Tianjin SingOcean Public Development Co., Ltd)

    


    Date:
      September 16, 2008

     

    
      
        
        

      

      
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