Memorandum of
Understanding

Party
A:   WeiChang Manchu Mongolia Autonomous County Government of Hebei Province                   Yudakou
County Government                   Laowopu County
Government

Party B:   MFC Bancorp and its
authorized subsidiaries

In accordance with the principles of
equality and mutual benefit, Party A and Party B hereby sign this MOU based on their
discussions.

1.    
          Party B, subject to commercial, technical and legal parameters being met
          satisfactory to it, intends to construct a Wind Power Plant (about east
          longitude 116°59  117°3', north latitude 42°3
           42°8) within about 40km2 of Yudaokou County and Laowopu County
          which are governed by Party A. The above longitude and latitude points shall be
          the confirmed by both Parties within 60 days.

2.    
          In order to establish the exact location for the wind turbines Party B will
          install its wind-measurement equipment within 50 days after signing of this
          Memorandum of Understanding and Party A herewith grants Party B the right to use
          above land for one year for wind measuring. Party A is entitled to terminate its
          approval if Party B fails to install its wind measuring equipment consisting of
          a least one wind measuring tower within above period of time.

3.    
          The construction scale shall be in accordance with the topography and landform.
          The installation scale for the engineering of one phase shall be approximately
          50,000 kw.

4.    
          Party A shall provide Party B with its Certificate of Land Use Rights to certify
          that it is entitled to lease the afore-mentioned land.

5.    
          As soon as possible following the location of the wind turbines is known, Party
          B, by or with the assistance of Party A, shall be granted valid land use rights
          by either a lease agreement or otherwise granting of such rights. The price
          payable shall relate exclusively to a reasonable size around the wind turbines
          and the price for plantation shall not be more than 0.45 yuan/mm/annum; the
          price for grassland shall not be more than 0.07 yuan/mm/annum; the specific
          price shall be confirmed through negotiation by both Parties.

6.    
          Party A shall be responsible to assist Party B to handle the examination and
          approval procedures for obtaining the permission of construction land for the
          Wind Power Plant and land requisition. In addition, Party A shall assist Party B
          to handle various necessary procedures of the project construction within this
          Province.

7.    
          Party A and Party B shall co-operate in all other matters relating to the Wind
          Power Plant, e.g. road construction, entering of network and purchase of
          electricity agreement, etc.

8.    
          Furthermore, Party A guarantees that any development within above described site
          shall not affect the current and future construction and operation of the Wind
          Power Plant of Party B. The detailed issues shall be discussed further between
          both Parties.

9.    
          Party A shall assist Party B handling various preliminary procedures required
          for the construction of the Wind Power Plant.

10.    
          It is the intention of Party B to complete the first phase of the construction
          project within three years from the date of signing of this MOU to pursue the
          Wind Power Plant Project after successful wind measuring.

11.    
          Within this three year period, the above said land is only used for the purpose
          of wind-measurement, project evaluation and erection of the Wind Power Plant by
          Party B and Party A will ensure that it cannot be used by other persons or
          entities. In case Party B fails to complete phase one project (i.e. install at
          least one tower), Party A is entitled to take back the project and transfer it
          to another party without any penalties payable by MFC.

12.    
          Upon approval from Party A, Party B is entitled to transfer the effective rights
          and interests related to this MOU to a subsidiary of MFC. The Parties have the
          understanding that the Wind Power Project will be done by a subsidiary of MFC
          duly established and registered under the laws of the PRC and each and any
          contracts referred to herein and support provided to will be with this
          subsidiary. Party B will consider to establish this subsidiary in Weichang
          subject to commercial, technical and legal parameters being met satisfactory to
          Party B.

13.    
          Within the duration as set out in Article 11, Party A shall not interrupt or
          cancel the project construction right of Party B for any reason.

14.    
          The issues not covered by this Memorandum of Understanding shall be solved
          through negotiating by both Parties. In the event an agreement cannot be reached
          the issue shall be handled by the Intermediate Court of Beijing in accordance
          with the laws of the PRC. However, no Party shall be entitled to damages from
          the respective other Party.

15.    
          This Memorandum of Understanding shall come into effect upon signing and it is
          made in quadruplicate and written in Chinese and English. Each Party shall hold
          one origianl in Chinese and one original in English language.

Party A.

/s/ Yang Meng WeiChang Manchu Mongloia
Autonomous County Government of Hebei Province

/s/ Wu WeiminYudaokou County Government

/s/ Qin Baoli Laowopu County Government

Party B:

/s/ Eugene Chen MFC Bancorp