Exhibit 10.61


 


Maximum
amount guaranty contract


 


Contract No.:B2111913000006


 


Guarantor: China Energy
Recovery (Shanghai) Co., Ltd (hereinafter referred to as “CER Shanghai”);


Address: Building#26,
No. 1388 Zhangdong Road, Zhangjiang Hi-tech Park, Shanghai, China


 


Creditor: Jiangsu Bank


Address:


 


In order to warranty
the performance of debts under item one of this contract, the guarantor provides the warranty to the creditor voluntarily, and
the two parties entered into this contract after equal negotiation.


 


Article 1: Master
contract 


The master contract hereunder
is    A     .


A. The creditor and the
debtor Zhenjiang Kailin heat energy Co., Ltd. entered into this contract of maximum amount comprehensive facility whose
number is sx111913000006, and has or will enter into the separate facility business contract, as well as amendments and
supplements.


B. The creditor and the
debtor                , from    
year   month   day    to    year month   day
, entered into the contracts of loans, bank acceptance drafts, trade financing, letter of guarantee, funds business, and other
agreement, as well as amendments and supplements.


 


Article 2: Primary
credit and period


Except the period determined
or agreed separately in accordance with the laws, the actual credit under the master contract consists of the primary credit of
the contract in the below period:       A     .


A. From the effective
date of “maximum amount comprehensive facility contract” in article one to the expiration date of facility period
stipulated in this contract and amendments or supplements.


B. From ___ year
__ month ___ day __ to __ year __ month __ day under article one of this contract.


 




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Article 3: Guarantee
covers


The scope of guaranty
of creditor hereunder covers all debts occurred under this contract by the debtor, including but not limited to principals, interest
expenses, compounded interests, penalties, processing fees, default expenses, damage compensation, legal fees, escrow fees, taxation
expenses, arbitration fees, travel fees, assessment fees, auction fees, property preservation fees, compulsory execution fees and
other expenses for realization of the creditor’s right.


 


Article 4: maximum
amount of the guaranty


The maximum amount which
the guarantee assumed hereunder is at most no more than RMB 30 million only. The maximum amount of guaranty hereon is loan
principal balance by total amount (means line of credit deducting the part of cash deposit) of use of loans and facility actually
under the master contract signed between creditor and debtor and in the period as mentioned in the contract deducting the part
of repayment, excluding the proceeds of payable except the principals stipulated in article 3, such as interest expenses and penalties,
etc., but the guarantee shall still assume the joint liquidated liability.


 


The guarantor agrees
that the debtor can recycle the loans under master contract, and agrees that the debtor can adjust the credit line of all kinds
of loans within the line of credit hereunder, and the guarantor shall assume the joint guarantee liability.


 


Article 5: 


The guarantor has read
the contract comprehensively and carefully and fully understands the master contract entered into between creditor and debtor,
upon the request of guarantor, the creditor has made the terms interpretation accordingly as for the master contract and the contract
hereunder, and the guarantor are fully aware of and understands the whole terms content of master contract and the contract hereunder,
and signed this contract with true willing. The guarantor is fully aware of the legal consequence for the conclusion and performance
of the master contract and the contract hereunder may give rise to, and fully confirms the obligations related to this contract.


 




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Article 6: 


The guarantor shall assume
the responsibilities for all debts owed by the debtor to the creditor under the master contract, including the debts arising from
the prepayment requested by the creditor. After received the written notice sent by creditor, the guarantor shall perform the settlement
responsibilities according to the time, kinds of currency, amount, and method of settlement specified by the creditor, and commit
to the creditor that the creditor has the right to deduct all amount of guaranty from the guarantor’s account when the creditor
deems appropriate, if the deducted proceeds is foreign currency, the currency shall be calculated according to the bid price published
by the creditor at the deducted date.


 


Article 7: 


The guarantee obligation
of the guarantor (including the inheritor, assignee, and conservator of the guarantor) need continuity under this contract, shall
not affected by the change of the guarantor or the debtor (including but not limited to merger, split, recombination,
conduct title transaction or transactions of managerial authority by way of lease, contract, and so on). If the debtor’s
subject qualification ceases to exist before clear off the loans hereunder, or the debtor declares that its subject qualification
cease within six month from the date clear off all of loans leading to its foregoing repayment activity invalid, the guarantor’s
warranty obligations is still effective.


 


Article 8:


The term of the guaranty
hereunder is from the date of effective to two years after expiration of the debts hereunder (including the maturity of extension
period).


 


Article 9:


The guaranty obligations
under this contract shall not subject to be affected by any change for the terms and conditions of master contract agreed by both
creditor and debtor (including but not limited to amendments, supplements, and cancellations). If the creditor and debtor agree
to extension or delay the performance of the obligations hereunder, the contract hereunder shall continue to be valid.


 


In the event of the creditor
transfers its credit right to others in the period of guaranty according to the law, the guarantor continues to assume the guaranty
responsibility within the scope of the guaranty.


 




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Article 10:


The guarantor makes the
following commitment to the creditor unconditionally and irrevocably: if the debtor fails to or delays to fulfill the obligations
of master contract, or confirm the invalidity of the master contract in certain reason, or due to the guarantor fails to or delays
to perform any clause hereunder leading to a loss to the creditor, all of above shall be a debt payable for the guarantor to the
creditor.


 


Article 11:


Whatever reasons leading
to the master contract invalid in law or part of terms invalid, the guarantor shall still assume the guaranty responsibility for
the debtor’s repayment liability in accordance with the terms listed hereunder. The guarantor pledge to monitor the debtor
to use the loans (facility), in the event of the debtor change the purpose of the loan, the guarantor shall still assume the guaranty
responsibilities.


 


Any tolerance, grace
or postpone the exercise of any right preferential by the creditor to the guarantor under this contract, shall not affect, damage,
or restrict the creditor’s all rights in accordance with the contract hereunder, laws and regulations, and normative documents,
shall not deem as give up the rights and benefit under this contract, and shall not affect any obligations assumed by the guarantor
under this contract.


 


Article 12:


If there is any collateral
security except this guarantee under this contract, the guarantor is willing to perform the joint guaranty responsibility prior
to collateral security on all guaranty debts.


 


Article 13:


The guarantor is an entity
established in accordance with the laws, is qualified to identify the contract hereunder and perform joint guaranty responsibility.
In addition, signing this contract has obtained empowerment thereof, and the process of performing the contract has been completed.


 




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Article 14:


The guarantor to sign
and perform this contract is its real intension, is true and effective and legal, shall not affected by any relationship of any
party hereunder and others or other any events.


 


Article 15:


The debts hereunder has
the equal position with guarantor’s other debts, shall be in the same compensation sequence.


 


Article 16:


If the guarantor enters
into the counter guarantee contract with the debtor upon this contract, this counter guarantee contract shall not damage the creditor’s
any interests, and when the guarantor’s compensation arising from the counter guarantee contract and the creditor’s
claim are in the same sequence, the creditor shall be compensated prior to the guarantor.


 


The guarantor shall not
request the debtor to set up a counter guarantee by way of property pledge as to the obligations assumed by the debtor hereunder.


 


Article 17:


The guarantor’s
responsibility shall decrease gradually with the decrease of the debts hereunder.


 


Article 18:


The guarantor shall provide
the true, complete, valid financial statement and other relevant materials and information as required by the creditor.


 


Article 19:


In the event of guarantor
change residence, mailing address, telephone number, the scope of business, and the legal representative, shall notice the creditor
in written within 10 days from the date of change events occurred.


 




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Article 21: The application
of laws and resolution of dispute


The signing, effectiveness,
interpretation, performance and settlement of disputes of this contract shall apply for the People's Republic of China's laws.
If there are any disputes based on this agreement, the contracting parties could attempt to resolve them through consultation.
If negotiation fails, shall resolve the disputes according to the following way of     A    :


A. Institute legal proceeding
to the court where the creditor located.


B.


 


The guaranteed claims
under the contract arising from the obligations under the "waste heat recovery upgrading project contract" that Zhenjiang
Kailin shall fulfill its obligations to CGN Energy, means that CGN Energy is entitled to rights as a creditor against Zhenjiang
Kailin under the terms of the "waste heat recovery upgrading project contract”.


 


Article 2: Guarantee
covers


(1) Zhenjiang Kailin
shall pay all amounts payable to CGN Energy arising from the “waste heat recovery upgrading project contract”, such
as contract prices, penalty, damages, and payments for the use of state funds and so on.




(2) All the expenses that CGN Energy incurred to enforce its rights as a creditor of Zhenjiang Kailin (including but not limited
to legal fees, arbitration fees, property preservation fees, travel fees, execution fees, assessment fees, legal fees, auction
fees and so on).


 


Article 3: Ways of
guaranty


CER Yangzhou voluntarily
provides this guarantee. CGN Energy has the right to directly request CER Yangzhou to undertake the payment obligation under scope
of the guaranty contract, even if there is more than one guarantor and there is joint liability between them. CER Yangzhou confirms
that CER Yangzhou can not have any plea if Zhenjiang Kailin fails to fulfill its obligations under "waste heat recovery upgrading
project contract".


 




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Article 4: Terms of
guaranty


The guaranty shall terminate
two years after Zhenjiang Kailn fulfills its obligations under the "waste heat recovery upgrading project contract".
If the "waste heat recovery upgrading project contract" is found to be invalid or terminated, the guaranty period shall
be two years from the date the "waste heat recovery upgrading project contract" was found to be invalid or terminated.


 


Article 5: 


If Zhenjiang Kailin defaults
or cannot fulfill its obligations under the "waste heat recovery upgrading project contract", CGN Energy should the first
attempt to realize compensation from the mortgage of the equipment under the contract of HT2012ISC010 for the production line of
Zhenjiang Kailin’s 800kt/a sulfuric acid waste heat recovery project and the guarantee of Jiangsu SOPO (Group) Company. The
guarantee under this contract is independent and accumulated to any other guarantee which CGN Energy has or will obtain, and this
guarantee will be not reduced or affected by any other guarantee which CGN Energy has or will obtain in any way. CGN Energy realized
guarantee under this agreement will not in condition of undertaking any other guarantee. CER Yangzhou agreed, if CGN Energy fails
to perform the rights related to this contract (including but not limited to the right of claim, right of guarantee and right of
relief), in any case, which is not equal to CGN Energy abandon that rights, and will not have an impact on perform the rights completely
under this agreement.


 


Article 6: Claims
and Confirmations


Zhenjiang Kailin and
CGN Energy should amend the contract price, period, penalty, damages, rights and obligations and so on in "waste heat recovery
upgrading project contracts.” CER Yangzhou confirms that CER Yangzhou’s guarantee liability will not terminate, and
do not require the consent of CER Yangzhou, if there is any changes in the terms of the “"waste heat recovery upgrading
project contract" between Zhenjiang Kailin and CGN Energy. However, any addition to the contract price shall require the consent
of CER Yangzhou, or else CER Yangzhou will not have any guarantee responsibility for the additional price.


 




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Article 7: Other Contract
Related


The effect of the guarantee
contract is independent of the "waste heat recovery upgrading project contract" and its possible affiliations. The validity
of all or part of the "waste heat recovery upgrading project contract" does not affect the validity of the guaranty contract.
If the "waste heat recovery upgrading project contract" signed between Zhenjiang Kailin and CGN Energy is invalid and
both of them are in default, CER Yangzhou will assume the joint responsibility according to the amount of compensation that Zhenjiang
Kailin should undertake. Any contracts, agreements, guarantees, tacit understanding or disputes among Zhenjiang Kailin, CGN Energy
and CER Yangzhou will have no influence to the validity of this guarantee contract. The guarantee of CER Yangzhou will not be reduced
or eliminated if there is any merger, split, joint-stock reform, changes in capital, joint ventures, or other similar circumstances
affecting Zhenjiang Kailin and CGN Energy during the contract period


 


Article 8: Other Clauses


During the guarantee
period, CER Yangzhou will be requested for the guaranteed responsibility if there is any breach of contract under the "waste
heat recovery upgrading project contract" or if CGN Energy regards that an event happened that affects its ability on realizing
its claims.


 


Article 9: Representations
and Warranties


CER Yangzhou guarantee:


 


1. The provided guarantee
to CGN Energy is legal, complete, true and effective;


2. CER Yangzhou’s
financial station is sufficient to ensure the capability of fulfilling the guarantee; CER Yangzhou is willing to fulfill the responsibility
with all its properties;


3. The provided guarantee
procedure is legal and effective;


4. There is no matter
undisclosed that should be, there is no case for infringement of legal rights of third parties, otherwise CER Yangzhou will assume
all the legal responsibility arising from the dispute and compensate all the losses to CGN Energy;


5. In the meantime, CER
Yangzhou will assume all the cost rising from the process allowing CGN Energy to achieve its own claims (including: evaluate and
auction fee, litigation costs, implementation costs, counsel fees etc.)


 


Article 10: Effective


		1.	This contract shall take effect from the date of signing;



		2.	For the actual situation, each party can amend this agreement in the confirmed supplement after
negotiation;



 




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		3.	If there are any disputes based on this agreement, the contracting parties could attempt to resolve
them through consultation. If negotiation fails, either party may bring proceedings in a court of law. This Contract shall be governed
by and interpreted in accordance with the law of the People's Republic of China;



		4.	The contract is in three duplicates, one copy for each party;



 




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(Signature page,
no text)


 


Contract party:


 


CER Energy Recovery (Yangzhou)
Co., Ltd  (Stamp)


 


Signature


 


Kailin Energy Zhenjiang,
Ltd. (Stamp)


 


Signature


 


China Guangdong Nuclear
Energy Service Co., Ltd (Stamp)


 


Signature


 








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