Unassociated Document


    Exhibit
10.7

    (English
Translation)

    


    China
Guodian

    


    China
Guodian Beipiao Beisijia Wind Power Generation Project

    


    Wind
Turbine Tower Cylinder Purchase Contract

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Name
      of Project :

                            	
                              China Guodian Beipiao Beisijia Wind Power Station
      (49.5MW) Project

                            
	 
      	 
      
	
                              Place
      of Project:

                            	
                              Chaoyang Beipiao City, Liaoning
      Province

                            
	 
      	 
      
	
                              Contract
      No.

                            	
                              BPFD-2010-003

                            
	 
      	 
      
	
                              Buyer:

                            	
                              China Guodian Beipiao Wind Power Generation Co.
      Ltd.

                            
	 
      	 
      
	
                              Seller:

                            	
                              Liaoning Creative Wind Power Equipment Co.,
      Ltd.

                            
	 
      	 
      
	
                              Date
      of Signature:

                            	
                              March 21,
2010

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    Table of
Contents

    


    
      
        
          
            	
                    1.

                  	
                    Scope
      and Quality

                  	
                    1

                  
	 
      	 
      	 
      
	
                    2.

                  	
                    Contract
      Price and Documents

                  	
                    1

                  
	 
      	 
      	 
      
	
                    3.

                  	
                    Payment

                  	
                    2

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    Shipping
      and Delivery

                  	
                    3

                  
	 
      	 
      	 
      
	
                    5.

                  	
                    Packing
      and Labeling

                  	
                    5

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    Quality
      Inspection

                  	
                    7

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    Breach
      of duty , warranty and Claim for Damage

                  	
                    8

                  
	 
      	 
      	 
      
	
                    8.

                  	
                    Tax

                  	
                    10

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    Force
      Majeure

                  	
                    10

                  
	 
      	 
      	 
      
	
                    10.

                  	
                    Applicable
      Law and Dispute Resolution

                  	
                    11

                  
	 
      	 
      	 
      
	
                    11.

                  	
                    Contract
      Effectiveness, Termination and Miscellaneous

                  	
                    11

                  


          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    CONTRACT

    


    China Guodian Beipiao Wind
Power Generation Co. Ltd. (hereafter in abbreviation: Buyer) and Liaoning Creative Wind Power
Equipment Co. Ltd.  (hereafter in abbreviation: Seller), have
undergone friendly negotiation on the manufacture, supply and service of Wind
Turbine Tower Cylinder and its parts for China Guodian Beipiao
Beisijia Wind Power Generation Project.  In accordance with the
bidding document and Contract Law of the People’s Republic of China, with the
relevant rules and regulations, on the basis of “voluntariness, equality, mutual
benefit, profitableness, honesty and good faith,” the Buyer agrees to buy and
the Seller agrees to sell the equipment manufactured in terms of the Technology
Agreement. Wherefore, the authorized representatives of both parties enter this
contract to the following stipulated terms.

    


    1        
    Scope of Supplies and Requirement of
Quality

    


    1.1          The
scope of supply in this contract should include but is not limited to the Wind
Turbine Tower Cylinder, internal decoration, spare parts, climbing aid device,
anti-falling system, specialized tool, technical information, loading, unloading
and transit.  Any item omitted from the supply list, which should have
been included in the scope of the supply and is necessary to satisfy the
requirement of Technology Agreement warranting the performance of the contracted
equipment, should be supplied by the Seller without giving rise to any cost and
expense.

    


    1.2          The
usable life of Wind Turban Tower Cylinder supplied by the Buyer should be more
than 20 years.

    


    1.3          Amount
of Supplies: 33
Units of Guodian United Power 1500kw Wind Turbine Tower Cylinder (UP82/1500,
65m, 3a). During the term of contract, the Buyer shall have right to increase
demand of quantity based on this contact unit price.

    


    1.4          The
quality, technical specification, technical standard, function and the others
should satisfy the requirements set forth in the appendix I Technical Agreement
and the Guodian United Power Drawing. If any deviation arises between the
technical requirement of wind turbine tower cylinder, the Quality Control
Procedure and the practical requirement of Guodian United Power, it shall be
finalized by written affirmation issued by Guodian United Power.

    


    2           
 Contract Price and Documents

    


    2.1          This
contract price is the total contract price: Renminbi 21,879,000 yuan even
(In Capital: Twenty-One Million, Eight Hundred and Seventy-Nine Thousand Even).
Price should cover but is not limited to the equipment and parts, insurance, tax
payable by the Seller, packing and shipping (including the towing and
miscellaneous shipping expense), technical support, technical information
(including the mailing of any information regarding the tower cylinder test,
inspection, manufacture and built drawing), design communication, in-house
Superintendent and tax.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    2.2          The
Guodian United Power (1500kw) flange should be picked up by the Seller at the
Zhangjiagang Sanlin Flange Manufacture Co. Ltd, at the Seller’s
expense.

    


    2.3          This
Price includes the cost and expense incurred until the installation point
designated by the Buyer.

    


    2.4          The
Contract Price is nonnegotiable during the process of delivery.

    


    2.5          The
following documents consist of the Contract made by and between the Buyer and
the Seller, with each read and understood as the component of this contract.
When ambiguity or conflicts arise, the clarification priority should follow the
sequence of the documents as below.

    


    (1)           Supplemental
agreement or memo entered by both parties subsequent to the
Contract;

    


    (2)           The
Contract and its appendixes;

    


    (3)           Bid-Winning
Notice;

    


    (4)           Bidding
Invitation and the clarifications by the Buyer;

    


    (5)           Bidding
Offer and the clarification by the Seller;

    


    (6)           Drawing
and technical information by the Seller during the term of
contract.

    


    2.6          Technical
Agreement will be entered as the appendix to the Contract by the project
managing company.

    


    3           
 Payment

    


    3.1          The
payable currency under the Contract is Chinese Renminbi.

    


    3.2          Method
of payment: Bank wire transfer or draft.

    


    3.3.1       Advance:
10% of the Contract Price should be advance payment payable to the Seller within
15 days of the Buyer’s receipt and review of the following
documents:

    


    a)           Receipt
of 10% of the Contract Price;

    


    b)           One
Performance Bond issued by a bank equivalent to 10% of the total contract
price.

    


    3.3.2       Payment
for Material Prepared: subsequent to the Seller’s steel purchase contract and
the delivery, 30% of the Contract Price should be payable to the Seller as the
payment for material prepared upon inspection by the Buyer and a third party
(the Wind Turbine manufacturer) under the Technology Agreement stipulated by
three parties, within 10 business days after the Buyer’s receipt and review of
the Seller’s steel order contract, copy of the Seller’s payment and a receipt of
30% of the Contract Price.


    
      
         


      

      
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              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    3.3.3       Payment
for goods delivered: As soon as the Seller delivers each set of goods, after
each of them is inspected, the Buyer shall pay 30% of the total contract price
to the Seller within 15 days after the receipt and review of the following
documents:

    


    
      	
               
      

            	
              a)

            	
              Certificate
      of Quality Inspection, one copy of Corporate License Counterpart and one
      copy of Tax Registry Counterpart (stamped as a VAT general tax payer
      annual inspection), (with additional official stamp of the equipment
      supplier) and so on;

            


    

    


    
      	
               
      

            	
              b)

            	
              Delivery
      invoice indicating the weight and
unit;

            


    

    


    
      	
               
      

            	
              c)

            	
              VAT
      invoice equivalent to 100% of the amount of the contracted
      equipments.

            


    

    


    3.3.4       Payment
for inspection:

    


    Within 15 days after all the products
are installed and inspected, the Buyer shall pay 20% of the contract price to
the Seller as the payment for inspection. (Both parties shall signed the
inspection report for record upon a satisfying inspection).

    


    Within 90 days after the Seller has
conducted each set of the delivery to the designated place in time, the Buyer
shall complete this payment.

    


    3.3.5       The
remaining 10% of the contract price is reserved as the Retainage. As soon as the
quality warranty term expires, at the time when the Buyer confirms nonexistence
of defect and issues a certificate, the Buyer shall pay 10% of the contract
price, as the Retainage payment, to the Seller within 30 business days after the
Buyer is in receipt and review of a payment receipt by the Seller indicating 10%
of the contract price.  (If any defect is found, the Retainage should
be deducted proportionately; if any replacing or repairing of the equipment is
needed, the quality warranty term shall be computed from the day of the
satisfied replacing or repairing.)

    


    3.4          The
payment date is determined by the day when the Buyer’s bank submits the
payment.

    


    3.5          In
any event of the Seller’s non-performance or non-conforming performance due to
the Seller’s fault, the Seller shall be liable for the liquidated damage,
penalty and/or the damage for breach of contract, and the Buyer is entitled to a
deduction from any aforesaid payments.

    


    4            
Delivery and Shipment

    


    4.1          Shipping
method: Ground shipping

    


    4.2          Place
of Delivery: each stand of the Wind Turbine at the wind power station as
contracted.


    
      
         


      

      
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              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    4.3          Recipient
of Delivery: China Guodian Beipiao Wind Power Generation Co. Ltd.

    


    4.4          Delivery
Timing:

    


    Equipment
Delivery Progress Schedule

    


    
      
        
          
            
              	
                      Seq. No.

                    	 
      	
                      Milestone

                    	 
      	
                      Time Frame

                    	 
      	
                      Remarks

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      1

                    	 
      	
                      Installation
      process activated

                    	 
      	
                      Date of the contract signed

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      2

                    	 
      	
                      First
      set of 16 ring foundations starting to be delivered at the designated
      site

                    	 
      	
                      50

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      3

                    	 
      	
                      Second
      set of 17 ring foundations starting to be delivered at the designated
      site

                    	 
      	
                      70

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      4

                    	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      5

                    	 
      	
                      First
      set of 16 Wind Turbine Tower Cylinder units delivered at (each) designated
      site

                    	 
      	
                      90

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      6

                    	 
      	
                      Second
      set of 17 Wind Turbine Tower Cylinder units delivered at (each) designated
      site

                    	 
      	
                      120

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      7

                    	
                        

                    	 
      	
                        

                    	 
      	
                        

                    	 
      


            

          

        

      

    

    


    All the equipments shall be delivered
in full compliance with the delivery schedule set forth in this contract. In
order to coordinate with the field contractors, the specific delivery date will
be provided by the Buyer’s advanced notice with which the Seller shall comply;
otherwise, a written approval by the Buyer shall be obtained prior to delivery
in advance of this schedule.

    


    The Buyer shall not bear any cost and
expense incurred from the suspended supply of Wind Turbine Tower Cylinder
accumulated in the manufacture’s possession.

    


    4.5          A
written notice shall be given to the Buyer at the end of the equipment
production.  The arrival date of the equipment at the delivery
destination is the actual delivery date. On the day that the delivery is
completed and the inspection certificate is issued, the title and the risk of
loss on the Seller shall be transferred to the Buyer.

    


    4.6          The
Seller shall arrange the equipment shipping, at the expense of the Seller,
including the cost of freight (including miscellaneous shipping expense) and
insurance.

    


    4.7          The
Seller is hereby required to furnish the bill of lading by facsimile to the
Buyer within one business day of loading, in order to notify the Buyer to get
ready for equipment pick-up and storage.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    4.8          The
Seller shall take any necessary measure to wrap and tie the equipment to prevent
damage during transit. If any loss or damage occurs, the Seller shall file a
claim while immediately re-arranging the supply to keep the project on
schedule.

    


    4.9          The
shipping roads around the delivery site: the Seller shall investigate and be
familiar with the condition of the shipping roads around the delivery site,
taking any necessary measure to secure the transit and project progress. The
Seller shall submit a Wind Turbine Tower Cylinder shipping plan to the Buyer no
later than 15 days after the contract is signed.

    


    4.10        In
any event that any shipment fails to reach the designated site due to the fault
of the Seller’s carrier, any extra cost and expense incurred from the
re-arranging shipment shall be bore on the Seller.

    


    4.11        In
any event that the Seller fails to unload the cargo due to an act of god, such
as hurricane or heavy rain, the Buyer may provide assistance, with no assumption
of any duty or expense on the part of the Buyer.

    


    4.12        The
specification shall be attached to the equipment.

    


    4.13        The
Buyer will conduct monthly check-up on the Seller’s supply progress, the result
of which shall be taken into account to reset the Seller’s supply quantity.
Unless the delay to the supply is caused under the Clause 9 of this contract,
the Buyer is entitled to deduct an amount from the payment to the Seller as set
forth by this contract. In addition, a notice of warning will be given
indicating that no action will be taken if the Seller could make up the delay in
the subsequent monthly supply; otherwise, the Buyer shall be able to modify the
supply quantity under this contract with a proportionate modification to the
contract price in total.

    


    5     
       Packing and Labeling

    


    5.1          Any
equipment packing provided by the Seller shall be fit for the corresponding
transporting conditions. Any packing to the goods delivered shall comply with
the requirements set forth by the Buyer’s packing and storing guideline and the
relevant State supervising authority’s regulation, and be endurable for long
distance shipping, multiple moving, loading and unloading.  Any
packing shall remain intact during the course of shipping, loading and
unloading, with shock-absorbing and anti-shock measuring. If the packing is
unable to protect the equipments from any damage incurred by the vertical or
horizontal acceleration during the course of shipping, loading and unloading,
the Seller shall provide resolution through the design and structure. The
packing shall, in accordance with the features of equipment, be equipped with
anti-moisture, anti-mode, anti – rust and anti-corrosion protective measures, in
order to assure the goods shall be delivered intact to each wind turbine site
without incurrence of any damage, rust or missing.  Each equipment
packing box shall be examined and cleaned by the Seller, who shall kept away any
alien item and ensure the integrity of the parts and
accessories.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    Each packing box shall enclose two
copies of detailed bills of lading and quality certificate (or certificate of
inspection).

    


    5.2          The
Seller shall clearly indicate each part number and accessory number as shown in
the respective installation drawing, which are enclosed in each packing box and
bundle.

    


    5.3          On
two sides of each packing box, the Seller shall print the following marks in
obvious Chinese by unfadeable paint:

    


    
      	
               
      

            	
              1)

            	
              Contract
      index;

            


    

    


    
      	
               
      

            	
              2)

            	
              Destination;

            


    

    


    
      	
               
      

            	
              3)

            	
              Name
      of supplier and recipient ;

            


    

    


    
      	
               
      

            	
              4)

            	
              Name
      of equipment / drawing number of product
set;

            


    

    


    
      	
               
      

            	
              5)

            	
              Number
      of box / unit;

            


    

    


    
      	
               
      

            	
              6)

            	
              Net
      weight (kilogram)

            


    

    


    
      	
               
      

            	
              7)

            	
              Dimension
      (length x width x height, in
millimeters)

            


    

    


    Any goods
equivalent to or in excess of two tons shall be marked on one side of the
packing box by commonly used labeling and logo indicating the CG and lifting
point for purpose of loading, unloading and moving. In light of the goods
condition, loading, unloading and shipping different equipments, the packing box
shall be noticeably printed with “handled with care,” “no upside down” and
“rainproof.”

    


    5.4          Any
non-packing goods shall be marked as above by metal label or label on equipment
itself.  Any large item shall be provided with enough cargo bracket or
packing wood rack.

    


    5.5          Each
packing box shall contain a certificate of inspection and detailed packing list
indicating name, amount, price, unit number and drawing number of
parts.  Any box for outside order shall contain a certificate of
product quality inspection and technical specification. In addition, four copies
of packing list shall be provided by mail.

    


    5.6          Each
spare part shall be individually packed for each set, and shall be indicated on
the outside of packing box, engraved with obvious mark and logo. Any specialized
tool shall be packed individually and delivered at one time to the designated
place.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    6      
      Quality Inspection

    


    6.1          The
Seller shall completely and meticulously inspect the quality, quantity and
specification of the equipment in accordance with the technical agreements under
the contract prior to any shipping out of the factory, at the expense of the
Seller. At the same time, an inspection certificate containing specification
bearing the signature of the wind turbine supplier, the Buyer or the
Superintendent authorized by the Buyer, shall be issued.

    


    6.2          As
soon as the goods arrive at the delivery site, the Buyer will inspect the
packing, surface and the quantity of the equipment in accordance with the
technical agreements under the contract. If any non-conformance is found, the
Seller should resolve it immediately. As soon as the equipment arrives at the
installation site, the Buyer will invite the Superintendent, designer
representative, main equipment manufacturer, as well as the Seller to conduct a
joint inspection on the quality, specification and quantity. At the time of
inspection, if the Seller is not timely present, the Buyer shall be able to
proceed with the other relevant parties, the result and the record of which
shall be valid to the contracting parties and serve as admissible evidence when
the Buyer is filing a claim for damage against the Seller.

    


    6.3          At
the time of inspection, if any damage, defect, shortness or non-conformance with
the quality standard and specification as set forth in the Technology Agreement
is found, an inspection report shall record such finding, and is signed by both
parties, with each holding a copy, which shall serve as admissible evidence when
the Buyer is filing a claim for damage against the Seller.

    


    6.4          If
disagreed with the Buyer’s request for repairing, replacing and recovery as set
forth in the aforesaid clauses, the Seller shall submit a reconsideration
request to the Buyer within one week of receipt of the Buyer’s written notice;
otherwise, it is deemed that the Buyer’s request is accepted.

    


    6.5          If
disagreement to the joint inspection report has occurred between the contacting
parties, the inspection shall be assigned to a recognized inspection authority.
The wind turbine supplier shall participate to this inspection, the result of
which has the same legal effect and is binding to both parties, at the cost and
expense of the liable party.

    


    6.6          Upon
receiving the Buyer’s request for repairing, replacing and recovery light of the
aforesaid clauses, the Seller should immediately repair, replace or supply the
missing part, at the cost and expense of the Seller. Any resulting damage will
be deducted by the Buyer from the Retainage or the next payment.

    


    6.7          Any
delay caused by repairing or replacing the equipment or parts, with the fault on
the part of the Seller, shall not affect the production progress in general;
otherwise, such delay will be treated in accordance with the Clause
7.5.

    


    6.8          Any
aforesaid inspection is only referring to the inspection upon delivery and shall
not constitute an exemption to the Seller’s liability under the Clause 7
regarding the Seller’s product warranty.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    6.9          The
Seller should incorporate with the in-house Superintendent sent by the wind
turbine main equipment manufacturer.

    


    6.10        The
Seller’s inspection shall be conducted by experienced technical personnel who
have ever participated in any contract manufacturing Wind Turbine Tower Cylinder
with more than megawatt.

    


    7      
      Breach of Contract, Warranty and Claim of
Damage

    


    7.1          The
Buyer provides the Seller with integrated manufacture drawing and specification
of the Wind Turbine Tower Cylinder made by the wind turbine
manufacturer.  The Seller shall guarantee that its contracted
equipment is brand new, made by advanced, matured and excellent technology and
satisfying requirements for security, reliability, economy and easy
maintenance.  The Seller shall guarantee the integrity and accuracy of
the technical specification in accordance with the bidding offer and offer,
which shall also meet the requirement for design, installation, debugging,
operation and repairing.

    


    7.2          In
any event that an inspection to the surface, as required by this contract,
reveals any non-conformance with the contract requirement, the Buyer shall be
entitle to request an immediate replacement by the Seller. If any replacement
caused delays to the delivery of supplies, it shall be deemed that the Seller
delays its delivery (see Clause 7.5 in this contract).

    


    7.3          At
the time the on-site inspection and testing as contracted is processing, if any
defect is found, the Seller shall immediately provide an active eliminating
service.  In any event the delay of equipment delivery affects the
Buyer’s schedule, the Seller shall be liable for any direct or indirect
expectable damage resulting therein. In addition, extra fine will be imposed on
the Seller for its delayed delivery.

    


    7.4          In
any event that the Seller’s equipment fails to meet one or more requirements set
forth in Technical Agreement during the on-site inspection or within the term of
warranty as agreed thereof, the Seller shall be charged with the liquidated
damage in accordance with Technical Agreement. If such liquidated damage exceeds
10% of total contract price, or where Technical Agreement does not provide a
remedy for any substantial defect existing in the Seller’s equipment, the
product shall be determined as defective by the Buyer in accordance with Clause
7.13.

    


    7.5          In
any event that the Seller fails to complete all the deliveries pursuant to this
contract (Except for Force Majeure), the liquidated damage will be imposed on
the Seller for RMB 2,000 per set per day. If the delay to the delivery exceeds
15 days, the Buyer shall be able to cancel and then assign this contract to a
third party, and the Seller shall return any payment advanced by the Buyer, as
well as any interest incurred in accordance with the common bank loan rate. The
Seller shall also pay 5% of the delayed supply as managing fee to the
Buyer.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    7.6          Within
10 days subsequent to the contract signed, the Seller should provide detailed
material preparation schedule and material source.  Each manufacturing
stage including the material purchase, cutting, tower welding (welding
technology, welding gap inspection, welding rework), tower pre-installation,
anti-corrosion coating, shipping, loading and unloading and storage, should be
in full compliance with the Wind Turbine Tower Cylinder manufacturing standard
and specification set by the wind turbine manufacturer. If any product is
disregarded or product rework is required due to the non-conformance with the
standard or rule set by the wind turbine manufacturer, the Seller will be held
liable for any damage resulting therefrom.

    


    7.7          The
height of the ring foundation supporting “W” Shape steel shall be determined by
the actual height of the wind turbine.

    


    7.8          The
brand name for the paint to the Wind Turbine Tower Cylinder is Haihong. For the
paint on the surface, the Seller provides the color card and the Buyer will
decide the color. The Buyer’s Logo shall be printed to the Wind Turbine Tower
Cylinder, with the font and printing provided by the Seller. The fee and expense
are included in the contract price.  The place, height and color of
the print will be determined by the Buyer.

    


    7.9          The
quality warranty term under this contract is 18 months starting from the day
when the installation is completed and inspected. After the quality warranty
expires, the Buyer shall issue a final inspection certificate to the Seller
within 15 days, conditioned on the full payment to the Buyer’s claim of damage
submitted within the quality warranty.

    


    7.10        During
the quality warranty term, if any defect or non-conformance to this contract
occurs, the Seller shall repair or replace within 48 hours, at it own expense.
If the Seller failed to timely repair or replace, the Buyer shall be able to
repair or replace on his own or by hiring outside contractor, at the Seller’s
expense. The Seller shall be liable for the Buyer’s damage caused by the
repairing and replacing.

    


    7.11        If
any repairing or replacing the defect equipment results in the suspended
operation or postponed installation, with the fault on the part of the Seller,
the warranty shall be extended accordingly.

    


    7.12        The
fact that the Seller pays the late liquidated damage does not release the Seller
from its corresponding contracted duty.

    


    7.13        Any
claim arising from the effectiveness of the contract till the end of the
warranty term shall be resolved in terms of the following at the Buyer’s
option.

    


    7.13.1     If
opt for return, any direct or expectable indirect damage shall be paid to the
Buyer, including, but not limited to, any liquidated damage set forth in Clause
7.4 and 7.5, any advanced payment and the interest incurred therefrom, bank fee,
shipping expense, inspection fee, storage fee and the other necessary
expense.


    
      
         


      

      
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              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    7.13.2     If
opt for replacement, besides replacing any non-conforming parts as contracted,
any direct or expectable indirect damage incurred shall be paid to the Buyer,
including, but not limited to, any liquidated damage set forth in Clause 7.4 and
7.5, and the other necessary expense.

    


    7.13.3     If
opt for depreciation at the minimum level, where the depreciation is higher than
the Buyer’s advanced payment of supply, the Seller shall promptly return any
excess portion.

    


    7.13.4     Within
7 days after the Seller is in receipt of the Buyer’s claim (determined by the
postmark), non-response to such shall be deemed that the claim is
accepted.

    


    7.14        Ownership,
Intellectual Property Surety Clause

    


    7.14.1     The
Seller shall guarantee a legal and integrated ownership to the contracted
products, and shall not impose or allow a third party to impose any other lien
or surety in any form on those products

    


    7.14.2     The
Seller shall provide surety to his legal ownership of any contracted products,
the accompanying technology and service, as well as his legally rightful use of
the intellectual property therein.

    


    7.14.3     Any
inappropriate, incorrect or incomplete performance by the Seller under the above
two suretyship shall be deemed a breach of contract.

    


    7.14.4     Except
for independent resolution, any cost and expense incurred from infringement
dispute shall be bored on the Seller. Any damage caused to the Buyer therein
shall be paid by the Seller.

    


    8     
       Tax

    


    8.1          According
to the nation’s laws, rules and regulations, the Seller shall assume the
responsibility and pay the corresponding tax of this contract.

    


    8.2          The
contract price includes tax.

    


    9       
     Force Majeure

    


    9.1          If
either party to the contract is effected to perform by an event of Force
Majeure, any delay therefore shall not exceed a period equivalent to the period
so affected, with no effect on the contract price.


    
      
         


      

      
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              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    9.2          Either
party affected by the Force Majeure shall notify the other party immediately
after the incident, and shall send by air mail to the Buyer, within 7 days
thereafter, the proof of incident issued by a qualified government agency of the
place where the incident occurs.  The affected party shall make best
effort to mitigate the damage and delay so affected by the event. The affected
party, as soon as the effect by the event of Force Majeure is removed, shall
resume performing immediately.

    


    10           Applicable
Law and Dispute Resolution

    


    10.1        The
law governing this contract is the law of the People’s Republic of
China.

    


    10.2        Any
dispute arising out of this contract shall be settled initially through the
friendly negotiation between the parties, if failed, then submitted to the
immediate supervising authority of each party for further settlement
negotiation. Unless the aforesaid efforts fail, either party may at its option
submit the dispute for arbitration to the Beijing Arbitration Commission, or
bring an action to a People’s Court at the place where the contract is
signed.

    


    10.3        The
arbitration decision is binding to both contracting parties.

    


    10.4        Any
cost and expense incurred in the course of aforesaid proceedings, unless the
arbitration decision rules otherwise, shall be borne at the losing
party.

    


    10.5        During
the arbitration, any portion apart from the arbitrated dispute shall be
continually performed.

    


    11           Contract
Effectiveness, Termination and Miscellaneous

    


    11.1        This
contract shall take effect on the day of signature and stamp by both parties,
and be terminated upon the completion of performance and payment.

    


    11.2        This
contract is made in six copies, four held by the Buyer and two held by the
Seller.

    


    11.3        The
appendices are inseparable part of this contract, with the same legal effect as
the contract.

    


    11.4        Once
the contract takes effect, neither party could unilaterally modify the content
of this contract (including the appendices) at its sole discretion. Any change,
modification or supplement shall be made in writing, signed by the corporate
representative (or authorized representative) of both parties upon negotiation,
once signed, shall become integrated part of the contract with the same legal
effect.

    


    11.5        Party
B is prohibited from assigning partial or whole of its right or obligation under
this contract to any third party.


    
      
         


      

      
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              China
      Guodian Beipiao Beisijia Wind Power Generation Project

              Wind
      Turbine Tower Cylinder Purchase Contract

            	
              Contract
      No. BPFD-2010-003

            


    

    


    This page
is signature page.

    


    
      
        	
                Buyer:

              	
                China
      Guodian Beipiao Wind Power

              	 
      	
                Seller:

              	
                Liaoning
      Creative Wind Power

              
	 
      	
                Generation
      Co. Ltd.

              	 
      	 
      	
                Equipment
      Co., Ltd.

              
	 
      	 
      	 
      	 
      	 
      
	
                Address: 

              	
                Nanshan
      Street Shengda Building Floor 4,

              	 
      	
                Address: 

              	
                Maoshan
      Industry Yuanqu C Qu,

              
	 
      	
                Beipiao
      City, Liaoning Province

              	 
      	 
      	
                Tieling
      City, Liaoning Province

              


      

    

    


    
      
        
          	
                  Facsimile:

                	
                  0410-5820466

                	
                  Facsimile:

                	
                  0410-6129933

                
	
                  Telephone: 

                	
                  0410-5820466

                	
                  Telephone: 

                	
                  0410-6129900

                
	
                  Zip
      code:

                	
                  122100

                	
                  Zip
      code:

                	
                  112000

                
	 
      	 
      
	
                  Buyer:

                	
                  Seller:

                
	
                  (Stamp
      in red)

                	
                  (Stamp
      in red)

                
	 
      	 
      
	
                  China
      Guodian Beipiao Wind Power Generation Co. Ltd.

                	
                  Liaoning
      Creative Wind Power Equipment Co., Ltd.

                
	
                  Stamp
      Exclusive for Contract

                	
                  Stamp
      Exclusive for Contract

                
	 
      	 
      
	
                  Corporate
      Representative or Authorized Representative

                	
                  Corporate
      Representative or Authorized Representative

                
	
                  Signature:
      /s/ Li,Yugang

                	
                  Signature:
      /s/ Zhao, Min

                


        

      

    

     

    
      
         


      

      
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