Contract
No.: LJ20070830

       

      Daqing
Longjiang Wind Farm Project

       

      50 MW
Wind Power Generator Set

      Facilities

       

      Purchase
Contract

          

      
        
          
            
              	
                      Signing
      Date: Nov. 15, 2007

                    
	
                      Signed
      at:Wuhan

                    


            

          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                1. Definitions

                                                                                              	 	 	4	 
	 	 	 	 	 
	
                                                                                                2. Subject of Contract

                                                                                              	 	 	6	 
	 	 	 	 	 
	
                                                                                                3. Scope of Supply

                                                                                              	 	 	6	 
	 	 	 	 	 
	
                                                                                                4 Contract Price

                                                                                              	 	 	8	 
	 	 	 	 	 
	
                                                                                                5 Payment

                                                                                              	 	 	9	 
	 	 	 	 	 
	
                                                                                                6. Delivery and Transport

                                                                                              	 	 	13	 
	 	 	 	 	 
	
                                                                                                7 Packing and Mark

                                                                                              	 	 	16	 
	 	 	 	 	 
	
                                                                                                8 Technical Service and
    Liaison

                                                                                              	 	 	19	 
	 	 	 	 	 
	
                                                                                                9 Quality Supervision and
      Inspection

                                                                                              	 	 	22	 
	 	 	 	 	 
	
                                                                                                10 Installation, Debugging, Commissioning and
      Acceptance

                                                                                              	 	 	26	 
	 	 	 	 	 
	
                                                                                                11 Claim

                                                                                              	 	 	30	 
	 	 	 	 	 
	
                                                                                                12
      Insurance

                                                                                              	 	 	33	 
	 	 	 	 	 
	
                                                                                                13 Taxes and
      fees

                                                                                              	 	 	33	 
	 	 	 	 	 
	
                                                                                                14 Assignment, subcontracting and
      outsourcing

                                                                                              	 	 	34	 
	 	 	 	 	 
	
                                                                                                15 Change, modification, suspension and
      termination of contract

                                                                                              	 	 	34	 
	 	 	 	 	 
	
                                                                                                16 Force Majure

                                                                                              	 	 	36	 
	 	 	 	 	 
	
                                                                                                17 Settlement of Disputes of the
      Contract

                                                                                              	 	 	36	 
	 	 	 	 	 
	
                                                                                                18 Execution of Contract and
      Valid Period

                                                                                              	 	 	36	 
	 	 	 	 	 
	
                                                                                                19 Others

                                                                                              	 	 	37	 
	 	 	 	 	 
	
                                                                                                Appendix 1 Composing and technical performance
      of contract equipment

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 2 Supply scope of the seller and
      itemized price

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 3 Technical Materials and relevant
      documents offered by the seller

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 4 Technical
    training

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 5 Requirement and treatment of
      seller’s technicians

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 6 Treatment of the buyer’s
      employees

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 7 Project schedule

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 8 Check standard and
      method

                                                                                              	 	 	 	 
	 	 	 	 	 
	
                                                                                                Appendix 9 Inspection of power curve and
      availability

                                                                                              	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
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                    Appendix 10 Special tools, spare parts and
    consumables

                  	 	 	 	 
	 	 	 	 	 
	
                    Appendix 11 Acceptance certificate
      form

                  	 	 	 	 
	 	 	 	 	 
	
                    Appendix 12 DNA
      authentification

                  	 	 	 	 


          

        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      The
contract is signed by and between Daqing Longjiang Wind Power Co.,
Ltd.(hereinafter referred to as the buyer) and Wuhan Guoce Nordic New Energy
Co., Ltd. (hereinafter referred to as the seller ) with friendly negotiation.
The items are as follows:

       

      1.
Definitions

       

      The terms
that are used in this document and in the appendices are hereby
defined.

       

      1.1 “The
buyer” refers to Daqing Longjiang Wind power Co., Ltd.

       

      1.2
“Seller” refers to Wuhan Guoce Nordic New Energy Co., Ltd.

       

      1.3
“Contract” refers to this document and all parts of its appendices.

       

      1.4
“Contract Price” refers to the part specified in Article 4 herein.

       

      1.5
“Effective date” refers to the effective date of the contract specified in
Article 18 herein.

       

      1.6
“Technical Materials” refers to documents (including drawings, various captions,
standards and various kinds of software) related to the design, production,
inspection, installation, debugging, acceptance and performance acceptance test
of the wind farm, and files applied to the correct running and maintenance of
the contractual wind farm.

       

      1.7
“Contractual Equipments” refers to the machines, device, materials, things,
special tools, spare parts and all other things that are to be supplied by the
seller in accordance with the contract.

       

      1.8
“Supervision” refers to that the buyer entrusts a qualified supervisory
organization to dispatch a representative or representatives to supervise the
quality of the key parts of the contractual equipments in ways of documentary
witness and on-site witness during the process of manufacturing the contractual
equipments. This kind of quality supervision does not relieve the seller of
liabilities for the quality of the contractual equipment quality.

       

      1.9
“Performance Acceptance Test” refers to the test to be made in accordance with
the requirements of appendix 7 herein for inspection the guaranteed performance
value specified in the technical specifications.

       

      1.10
“Pre-acceptance” refers to the acceptance entering quality guarantee period
after the completion of all the tests on and during the installation of
equipments supplied by the seller. See appendix 3 herein for pre-acceptance
certificate which is to be signed by both parties.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      1.11
“Final Acceptance” refers to the acceptance after the quality guarantee period.
If tests prove that both performance indexes of each generator and other terms
of the contract have been performed and the running of equipments are
satisfactory, the buyer will issue a final acceptance certificate on which both
the seller and the buyer will sign.

       

      1.12
“Day, Month and Year” refers to the day, month and year by Gregorian calendar;
“Day” refers to 24 hours; “Week” refers to 7 days.

       

      1.13
“Contractual Wind Farm” refers to Daqing Longjiang Wind Farm.

       

      1.14
“Technical Service” refers to such all-through services as relevant technical
instructions, technical cooperation and technical trainings for the engineering
design, equipment construction supervision, inspection, earthwork, installation,
debugging, acceptance, performance acceptance test, running and maintenance
related to the contractual equipments supplied by the seller.

       

      1.15
“Site” refers to the site of the contractual wind farm. It is the place where
the buyer will install the contractual equipments.

       

      1.16
“Spare parts” refers to the parts of the 50 generator sets and its auxiliary
equipments to be supplied according to this contract. The spare parts list is
shown in appendix 2.

       

      1.17
“Commissioning” refers to the runs during the debugging stage of each system or
equipment of the wind power generator sets and the commissioning stage of the
wind farm.

       

      1.18
“Generator sets” refers to a complete set of equipments consisting of wind power
generator sets and their auxiliary equipments.

       

      1.19
“Written Documents” refers to any manuscript, typed or printed documents with an
organization’s official seal.

       

      1.20
“Sub-contractor” or “Sub-supplier” refers to another legal person and her/his
successor and an assignee with the approval of this legal person who are
subcontracted the five large parts within the contractual scope of supply by the
seller.

       

      1.21
“Equipment Defect" refers to such situations that the contractual equipments
(including parts, raw materials, castings and forgings, and original parts etc.)
may not meet the requirement of performance and quality standard specified in
this contract as caused by design, fabrication error or ignorance of the
seller.

       

      1.22
“Installation” refers to assembling, installing and connecting each part of
materials and equipments within contractual scope to the due locations at the
running site according to the drawings.


      
        
           


        

        
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      1.23
“Debugging” refers to start of each wind power generator and the 360-hour-long
inspection period for consecutive, unfailing, normal run of the entire
system.

       

      1.24
“Quality Guarantee Period” refers to the period from pre-acceptance to final
acceptance.

       

      1.25
“Overhaul” refers to regular maintenance and repairing according to the wind
power generator sets running manual.

       

      2.
Subject of Contract

       

      2.1
Names, Specifications (Types) and Quantities of Equipments

       

      This
contract includes manufacturing, transportation, installation, debugging,
putting into production and quality guarantee of wind generator
sets(excluding manufacturing of fitted tower), and all the auxiliary equipments,
spare parts, special tools, consumable materials etc., drawings, each technical
service, technical trainings, and necessary technical materials for assembling,
inspection, training, technical service, installation, debugging, performance
test, normal running and maintenance. See appendix 2 in detail.

       

      2.2 See
appendix 1 for the technical performances of contract equipment, and See
appendix 9 for the technical guarantee parameters of the contract equipment by
the seller.

       

      2.3 The
seller shall be liable for the engineering design related to the contractual
equipments and provide technical materials.

       

      2.4 All
the equipments supplied by the seller shall be totally new, technologically
advanced and mature and reliable, and be marked with mechanical processing
equipment and test method. Materials used for the equipments must be
attached with qualification certificate.

       

      2.5
Delivery condition for the contractual equipment is: on-site delivery at the
buyer’s project site. The seller is responsible for applying for train
wagon/ship program and contacting related affairs about railway/waterway
transport and for transporting the goods to the designated site by the
owner.

       

      3.
Scope of Supply

       

      3.1 Scope
of contractual equipment supply provided the seller:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      3.1.1
Scope of equipment supply of the first batch

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              S.N. 

                                                            	 
      	
                                                              Name of contractual

                                                              equipment 

                                                            	 
      	
                                                              Type or

                                                              specification 

                                                            	 
      	
                                                              Quantity 

                                                            	 
      	
                                                              Delivery time

                                                            	 
      	
                                                              Delivery

                                                              place 

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              1

                                                            	 
      	
                                                              Wind
      generator sets

                                                            	 
      	
                                                              DW1.0/56

                                                            	 
      	
                                                              10
      sets

                                                            	 
      	
                                                              Within
      10 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              2

                                                            	 
      	
                                                              Central
      monitoring system

                                                            	 
      	
                                                              DW-CT02

                                                            	 
      	
                                                              1
      set

                                                            	 
      	
                                                              Within
      10 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              3

                                                            	 
      	
                                                              Spare
      parts

                                                            	 
      	 
      	 
      	
                                                              1
      batch

                                                            	 
      	
                                                              Within
      10 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              4

                                                            	 
      	
                                                              Consumables

                                                            	 
      	 
      	 
      	
                                                              1
      batch

                                                            	 
      	
                                                              Within
      10 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              5

                                                            	 
      	
                                                              Special
      tools

                                                            	 
      	 
      	 
      	
                                                              1
      set

                                                            	 
      	
                                                              Within
      10 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              6

                                                            	 
      	
                                                              Training
      (at home)

                                                            	 
      	 
      	 
      	
                                                              120
      persons/days

                                                            	 
      	
                                                              Within
      6 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              7

                                                            	 
      	
                                                              Training
      (abroad)

                                                            	 
      	 
      	 
      	
                                                              30
      persons/days

                                                            	 
      	
                                                              Within
      6 months after signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              8

                                                            	 
      	
                                                              Instruction
      for installation and debugging

                                                            	 
      	 
      	 
      	
                                                              Entire
      process of installation and debugging

                                                            	 
      	
                                                              Within
      one week after equipments arrive at the site.

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              9

                                                            	 
      	
                                                              Quality
      guarantee technical service

                                                            	 
      	
                                                              24
      months

                                                            	 
      	
                                                              According
      to the demand

                                                            	 
      	
                                                              To
      begin after completing on-site installation

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              10

                                                            	 
      	
                                                              Technical
      documents

                                                            	 
      	 
      	 
      	
                                                              10
      sets

                                                            	 
      	
                                                              Before
      signing contract

                                                            	 
      	
                                                              On-site

                                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                                              11

                                                            	 
      	
                                                              Transport
      and insurance

                                                            	 
      	 
      	 
      	
                                                              10
      sets

                                                            	 
      	
                                                              Be
      handled before delivery

                                                            	 
      	
                                                              On-site

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      3.1.2
Supply scope of equipment of the second batch

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              S.N. 

                                            	 
      	
                                              Name of contractual

                                              equipment 

                                            	 
      	
                                              Type or

                                              specification 

                                            	 
      	
                                              Quantity 

                                            	 
      	
                                              Delivery time

                                            	 
      	
                                              Delivery

                                              place 

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              1

                                            	 
      	
                                              Wind
      generator sets

                                            	 
      	
                                              DW1.0/56

                                            	 
      	
                                              40
      sets

                                            	 
      	
                                              Within
      10 months after the beginning of the execution time in written form by the
      buyer

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              2

                                            	 
      	
                                              Spare
      parts

                                            	 
      	 
      	 
      	
                                              1
      batch

                                            	 
      	
                                              Within
      10 months after the beginning of the execution time in written form by
      the  buyer

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              3

                                            	 
      	
                                              Consumables

                                            	 
      	 
      	 
      	
                                              1
      batch

                                            	 
      	
                                              Within
      10 months after the beginning of the execution time in written form by
      the  buyer

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              4

                                            	 
      	
                                              Instruction
      for installation and debugging

                                            	 
      	 
      	 
      	
                                              According
      to the demand

                                            	 
      	
                                              Within
      one week after equipments arrive at the site.

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              5

                                            	 
      	
                                              Quality
      guarantee technical service

                                            	 
      	
                                              24
      months

                                            	 
      	
                                              According
      to the demand

                                            	 
      	
                                              To
      begin after completing on-site installation

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              6

                                            	 
      	
                                              Technical
      documents

                                            	 
      	 
      	 
      	
                                              40
      sets

                                            	 
      	
                                              Before
      signing contract

                                            	 
      	
                                              On-site

                                            
	 	 	 	 	 	 	 	 	 	 	 
	
                                              7

                                            	 
      	
                                              Transport
      and insurance

                                            	 
      	 
      	 
      	
                                              40
      sets

                                            	 
      	
                                              To
      handle before delivery

                                            	 
      	
                                              On-site

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      3.2 The
contractual scope of supply includes all the equipments, technical materials,
special tools, spare parts and consumables. Any item, which is not listed
in the invoice but should have been in the scope of supply by the seller and is
necessary for the requirement of the performance guarantee value of contractual
equipment meeting technical specifications, is found missing during the process
of executing the contract, the seller shall be responsible for supplementing all
the missing equipments, Technical materials, special tools and spare parts, for
which the incurred fees the buyer does not bear.

       

      4
Contract Price

       

      4.1 The
contract price is the total price of the contract

       

      The total
price of this contract is 316,900,238 Yuan, which mainly includes:

       

      (1) 50
equipments 287,500,000 Yuan (50 sets×5,750,000Yuan/set);

       

      (2) The
sum of other fees is 29,400,238 Yuan, which includes fees of technical
materials, technical service, taxes of contractual equipments, transportation
and incidental expenses from manufacturer to project site, insurance fee etc.
and all the other fees related to this contract.

       

      4.1.1
Price of Contractual equipment

       

      The price
of this contractual equipment includes all the taxes, fees, and technical
material fees, transport fees from the manufacturer to project site, insurance
fees and all the equipment package fees.

       

      4.1.2
Transportation and incidental expenses of the contractual equipments from
starting station (on board)/ dock (on board) to the delivery site are born by
the seller.

       

      4.1.3
Insurance fees of the contractual equipments from starting station (on board)/
dock (on board) to the delivery site are born by the seller.

       

      4.2    Itemized
price see annex 2.


      
        
           


        

        
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      4.3    The
above contractual price does not include fees for hoisting equipment at the
buyer’s site.

       

      4.4    The
total value of this contract does not vary within the effective period of the
contract.

       

      5.
Payment

       

      5.1
Currency used in this contract is RMB.

       

      5.2 Terms
of payment: P.O. or T.M.

       

      5.3
Payment for the contract price of the first batch of equipments paid in
accordance with the following terms:

       

      5.3.1
Within 30 days from the date when the contract comes into force, the buyer will
pay five percent (5%) of the total price of the contract, i.e. 15,845,000 Yuan
to the seller as deposit money.

       

      5.3.2
Within 60 days from the date when the contract comes into force, the buyer will
pay twenty five percent (25%) of the price of the first batch of equipments,
i.e. 15,687,500 Yuan, as payment in advance, to the seller upon receiving the
following receipt of the seller which is found in order by the
buyer.

       

      a) Issue
a receipt with amount of twenty five percent (25%) of the contract price of the
seller’s company sealed with the special financial stamp of the seller’s
company, indicating such contents as product name, amount, unit price, total
price and contract No. etc.

       

      5.3.3
When the equipments arrive at the site, the buyer will pay thirty five percent
(35%) of the price of the first batch of equipment, i.e. 22 151 500 Yuan to the
seller after receiving the goods delivered within the specified time according
to the delivery progress by the seller upon receiving the following
documents of the seller which are found in order by the buyer:

       

      a)   Two
originals and three duplicate copies of detailed packing list;

       

      b)   Two
originals and three duplicate copies of manufacturer’s quality and quantity
certificates;

       

      c)   Tow
originals and three duplicate copies of receipt sealed with special financial
stamp issued by the seller’s company equivalent to thirty five percent (35%) of
the price of the first batch of equipment, i.e. 21,976,500 Yuan, indicating such
contents as product name, amount, unit price, total price and contract No.
etc..

      


      d)   Three
copies of delivery receipt/railway transport document/truck receipt/shipping
document;

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      e)   Copies
of shipping notification to the buyer to notify him of the starting time of
shipment, arriving time, quantity, weight and amount etc. of the goods 24 hours
after delivery by the seller;

       

      f)    Two
originals and three copies of origin certificate of products.

       

      5.3.4
After the on-site debugging is completed, the buyer will pay thirty percent
(30%) of the price of the first batch of the equipments, i.e. 18,837,000 Yuan to
the seller after the seller completes equipment installation and received the
following documents of the seller in accordance with the contract which are
checked by the buyer:

       

      a)   Issue
a receipt sealed with special financial stamp issued by the seller equivalent to
thirty five percent (30%) of the price of the first batch of equipment, i.e.
18,837,000Yuan, indicating such contents as product name, amount, unit price,
total price and contract No. etc..

       

      b)   Three
pre-acceptance certificates issued by the buyer proving that the seller has
completed equipment installation and debugging in accordance with the
contract;

       

      c)   At
the same time submit to the buyer the value-added invoice of the contract price
of the first batch equipment (the sum is 100% of the contract price of the first
batch of equipments, one in original and four in duplicate copies).

       

      5.3.5
Payment condition for quality guarantee deposit: the quality guarantee deposit
is five percent of the contract price of the first batch of equipments i.e.
3,139,500 Yuan upon receiving the following documents of the seller which are
found in order by the buyer:

       

      a)   Two
originals and two copies of the final acceptance certificates signed by
representatives of both parties;

       

      b)   Issue
a receipt sealed with special financial stamp issued by the seller’s company
equivalent to five percent (5%) of the price of the first batch of equipment,
indicating such contents as product name, amount, unit price, total price and
contract No. etc.;

      


      c)   The
buyer has the right to deduct from the above mentioned payment from the claim or
penalty that the seller shall pay.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      5.4
Payments for the contract price of the second batch of equipments are paid in
accordance with the following terms:

       

      5.4.1
Within 30 days after the seller receives the written notification of the buyer
and the production of the second batch equipments start, the buyer pay twenty
five percent of the total contract price of the second batch of equipments, i.e.
63,527,500 Yuan, as payment in advance to the seller after receiving the
following references and find them in order:

       

      a) Issue
a receipt with amount of twenty five percent (25%) of the contract price of the
seller’s company sealed with the special financial stamp of the seller’s
company, indicating such contents as product name, amount, unit price, total
price and contract No. etc.

       

      5.4.2
When the equipments arrive at the site, the buyer will pay thirty five percent
(35%) of the price of the second batch of equipment, i.e. 88,938,500 Yuan to the
seller after receiving the goods delivered within the specified time according
to the delivery progress by the seller upon receiving the following documents of
the seller which are found in order by the buyer:

       

      a)   Two
originals and three duplicate copies of detailed packing list;

       

      b)   Two
originals and three duplicate copies of manufacturer’s quality and quantity
certificates;

       

      c)   Issue
a receipt sealed with special financial stamp issued by the seller’s company
equivalent to thirty five percent (35%) of the price of the second batch of
equipment, i.e. 88,938,500 Yuan, indicating such contents as product name,
amount, unit price, total price and contract No. etc..

       

      d)   Three
duplicate copies of delivery receipt/railway transport document/truck
receipt/shipping document;

       

      e)   Copies
of shipping notification to the buyer to notify him of the starting time of
shipment, arriving time, quantity, weight and amount etc. of the goods 24 hours
after delivery by the seller;

       

      f)    Two
originals and three duplicate copies of origin certificate of
products.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      5.4.3 Pay
thirty percent (30%) of the price of the first batch of the equipments, i.e.
76,233,000 Yuan to the seller after the seller completes equipment installation
in accordance with the contract upon receiving the following documents of the
seller which are found in order by the buyer:

       

      a)   Issue
a receipt sealed with special financial stamp issued by the seller’s company
equivalent to thirty percent (30%) of the price of the second batch of
equipment, i.e. 76,233,000 Yuan, indicating such contents as product name,
amount, unit price, total price and contract No. etc..

       

      b)   Three
certificates issued by the buyer proving that the seller has completed equipment
installation and debugging in accordance with the contract.

       

      5.4.4
Payment condition for quality guarantee deposit: the quality guarantee deposit
is five percent (5%) of the contract price of the second batch of equipments
i.e. 12,705,500 Yuan upon receiving the following documents of the seller which
are found in order by the buyer:

       

      a) Two
originals and two copies of the final acceptance certificates signed by
representatives of both parties;

       

      b) Tow
originals and three duplicate copies of receipt sealed with special financial
stamp issued by the seller’s company equivalent to five percent (5%) of the
price of the second batch of equipment, indicating such contents as product
name, amount, unit price, total price and contract No. etc.;

       

      c) The
buyer has the right to deduct from the above mentioned payment from the claim or
penalty that the seller shall pay.


      
        
           


        

        
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      6.
Delivery and Transport

       

      6.1 The
delivery date and sequence of this contract equipment shall meet the requirement
of equipment installation progress and sequence of the project to guarantee the
timeliness and completeness of equipment. The contract equipments should be
delivered as a whole as possible. Special tools and spare parts are shipped with
the first batch of contract goods.

       

      6.2
Delivery place: the delivery place of the contract equipments is the buyer’s
project site.

       

      6.3
Within 45 days from the date when the contract comes into force, the seller
shall provide names, total weight, and total volume of each batch of goods,
primary delivery plan of delivery date and total product lists under the terms
of this contract and total packing lists (including one disc or disk). 30 days
before the start of the expected shipment of each batch of goods, the seller
shall notify the buyer of content of each item in article 6.5 with
fax.

       

      6.4 The
seller shall deliver the goods to the destination designated by the buyer the
buyer’s project site, and shall be responsible for all the affairs for
delivering the goods to the destination designated by the buyer including
insurance and middle-way storage specified in the contract and the related fees
shall be contained in the contract price; the seller delivers goods at one time
and the actual delivery date shall be considered as the day when the goods
arrive the site. This date shall be the basis for calculating the penalty for
later delivery of good hereof.

       

      6.5
Within 24 hours after the goods are ready and shipping vehicles/ships are sent
off, the seller shall notify the seller of the following contents about this
batch of goods.

       

      a)   Contract
No.;

       

      b)   Goods
delivery starting date;

       

      c)   names,
codes and price of good;

       

      d)   Gross
weight of goods;

       

      e)   Total
volume of goods;

       

      f)    Total
packed quantities;


      
        
           


        

        
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      g)   Handing-over
railway station/dock name/vehicle license No./ship License No. and waybill
No.;

       

      h)   Names,
weight, volume and quantities of each product exceeding 20 tons in weight and
9m×3m×3m in size. Center of gravity and hoisting point must be indicated for
each piece of such equipment (part) with sketches attached.

       

      i)    For
special products (equipments or substances having special requirement for
environmental factors such as temperature and vibration and explosive, flammable
and poisonous substances and other dangerous products), special indications must
be made for its name, code, quality, special protective measures, storage method
and accident treatment methods.

       

      The
seller shall at the same time airmail to the buyer one original and six
duplicate copies of a detailed equipment list containing equipment code,
specification, quantity, gross weight, total volume and size (length, width and
height), unit price, total price, shipment starting place, shipment ready date,
estimated arriving date and special requirements and attentions during
transporting and storing process. For large parts exceeding 15 tons and 15m, 2m,
2m in length, width and height respectively and parts with special shape, the
seller shall airmail to the buyer one original and three duplicate copies
of an appearance drawing indicating center of gravity and hanging point. Within
5 days after shipment, the seller shall send to the buyer a set of the
following nonnegotiable documents with express mail:

       

      a)   Commercial
invoice

       

      b)   Packing
list/weight list

       

      c)   Certificates
of quality and quantity

       

      d)   Copies
of transport documents

       

      6.6
Products not invoiced shall be delivered on the basis of installation
progress.

       

      6.7
Before the ending of quality guaranteeing period, in case that spare parts in
the buyer’s storage for replacing damaged equipment or parts are used because of
the damage or potential deflect caused by the seller’s error or neglect, the
seller shall be responsible for supplement all the used spare parts for free,
and the seller shall transport them to the designated destination railway
station/dock not later than 60 days with the knowledge of the
buyer.


      
        
           


        

        
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      6.8    The
seller shall, in accordance with the provision, provide Technical materials
needed for wind farm design, construction supervision, debugging, test,
inspection, training, running and maintenance to the sell batch by batch. The
seller shall give the technical materials to the buyer with express mail or
delivery within 6 weeks after the execution of the contract. Each set of
technical materials shall contain one original and six duplicate copies of a
detailed packing list. Provide 3 sets of Technical materials and relevant discs
for equipment of each set according to the provision. A list of the above
mentioned Technical materials shall be listed.

       

      6.9    The
Technical materials are usually delivered in the way of postal express. After
each batch of Technical materials are delivered, the seller shall notify the
buyer of the delivery date, mail No.; detailed list of Technical materials,
quantity and weight and contract No. etc. with fax within 24 hours.

       

      6.10  The
actual delivery date is considered as the postal mark date on the consignment
notice of the postal department. This date will be used as the basis for delay
penalty calculation for any late document delivery according to article 11.10 of
the contract. If it is found that technical materials are missed, lost or
damaged after checked by representatives of the buyer or seller, and not
caused by the  buyer, the seller shall supplement and provide to the
site the missed, lost or damaged parts thereof for free within 14 days (7 days
for urgent affairs) upon receiving notification of the  buyer. If the
Technical materials are missed, lost or damaged because of the buyer, the seller
shall supplement and provide to the site the missed, lost or damaged parts
thereof within 14 days (7 days for urgent affairs) upon receiving notification
of the buyer and the fees are born by the buyer.

       

      6.11  The
buyer can dispatch a representative to the seller’s factory and shipment station
to check packing quality and monitor loading situation. The seller shall inform
the buyer of the delivery date 20 days in advance. If the representative of the
buyer can not participate in inspection in time, the seller has the right
to send out goods. Inspection and monitoring of the above mentioned
representative may not relieve the seller of its due liabilities.

       

      6.12  The
seller is required to delay equipment delivery because of the buyer(when the
equipment fabrication is already completed), the buyer shall bear storage fee
and maintenance fee if necessary.

       

      6.13  The
seller is liable for the loss of good during delivering process.

       

      6.14  Station
of arrival: Beidagang, Bayan Chagan village, Mongolian self-government county of
Duerbote.


      
        
           


        

        
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      6.15  Goods
acceptance unit: Daqing Longjiang Wind power Co., Ltd.

       

      6.16  Mailing
address of technical data

       

      Unit:
Daqing Longjiang Wind power Co., Ltd.

           Address:
ICBC Building, No. 37 of Dongfeng Rd. Saertu district, Daqing city.

           Zip
code: 163311

           Fax:
0549-4621899

           Tel.:
0459-4627259

           Contact:
Lin Baojun

       

      7
Packing and Mark

       

      7.1 All
the goods delivered by the seller shall comply with provisions in GB191-73
packing, storage and shipping direction mark and firm packages applicable to
long-distance transport, repetitious moving, loading and unloading specified by
the national supervisory organ. The packaging shall be complete and intact
during transport, loading and unloading process equipped with vibration-reducing
and impact-proofing measures. If the packages can not prevent the equipments
from damages caused by vertical and horizontal added speed during transport,
loading and unloading process, the buyer shall solve the problem in the design
structure of equipments. The packaging shall be equipped with protective
measures for preventing humidity, mold, corrosion and rust when needed according
to equipment characteristics. Consider to prevent freezing when in severe
winter. Deliver the goods safely to the installation site, ensuring there is no
any damage or corrosion of the goods. Before product packaging, the seller is
responsible for inspection and cleaning without foreign things left and
guaranteeing complete parts and components.

       

      7.2 The
seller shall clearly mark component No. and part No. in the installation daring
for each bulked parts and components within the packing box.

       

      7.3 The
seller shall print the following marks at the four neighboring sides of each
packing box in Chinese characters with striking unfading paint.

       

      a)   Contract
No.;

       

      b)   Shipment
station/dock;

       

      c)   Destination
station/dock;

       

      d)   Names
of supply and receiving units;

       

      e)   Name
of equipment, set No. and drawing No.;

       

      
        
          
          

        

        
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      f)    Box
No./Piece No.;

       

      g)   Gross
weight/net weight (kilogram);

       

      h)   Volume
(length×width×height, expressed with mm).

       

          For
goods with or exceeding two tons, the side of the packing box shall be indicated
with center of gravity and hoisting point with common mark and pattern for the
convenience of loading, unloading and transport. According to the goods
features, different requirement for loading, unloading and transport, such words
as “gently place” “no upside-down” and “anti-rain” shall be brushed on the
packing box.

       

      For nude
packed goods, the above mentioned relevant contents shall be indicated with
metal label or directly on the equipment. Large goods shall be equipped with
sufficient support or packing cushions.

       

      7.5
Within each packing box, detailed packing list for names of sub-items, quantity,
price and set No., qualification certificate and related equipment technical
materials etc. shall be attached.  One technical instruction and one
quality certificate for product acceptance respectively should be in the packing
box of the purchased parts. Another two packing lists shall be sent by
mail.

       

      7.6 Spare
parts listed in the contract shall be packed respectively according to each set
of equipment, and indication shall be made at the external side of the packing
box as one-time delivery.

       

      7.7 Spare
parts shall be packed separately, and in accordance with article 7.2, special
tools shall also be separately packed. Special tools and spare parts are shipped
with the main contract goods.

       

      7.8
Bulked parts for equipment of each set shall adopt good packing method and put
into suitable box, and send out within one vehicle if possible to reduce
transport fees.

       

      7.9
Latticed box and/or similar packages shall be capable of containing equipments
and spare parts that may not be stolen or damaged by other substances or
rain.

       

      7.10 All
ports of all pipes, pipe fittings, valves and other equipments must be protected
with covers or otherwise properly protected.

       

      7.11 The
seller and/or other sub-contract shall not indicate any two boxes with one box
No..


      
        
           


        

        
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      7.12 For
goods with bright and cleaning process surface in need of accurate assembly, the
process surface shall be protected with fine and durable layer (no paint is
allowed) to prevent the occurrence of rust corrosion o r damages before
installation.

       

      7.13 The
seller shall, 6 weeks after the contract comes into force, use packages
applicable for long-distance, repetitious moving, rain prevention and humidity
prevention for the Technical materials delivered and files together with
equipments. The cover of each technical material package shall indicate the
following contents:

       

      a)   Contract
No.;

       

      b)   Names
of supply and receiving units;

       

      c)   Destination
station/dock;

       

      d)   Gross
weight;

       

      e)   Box
No./Piece No..

       

      Within
each material package, one original and two duplicate copies of a detailed list
of technical materials indicating Technical materials’ sequence No., Document
Item No., Name and pages shall be attached.

       

      7.14
Where the good are damaged or lost because of the bad packing or keeping of the
seller, anytime or anywhere, once validated, the seller shall be responsible for
timely repairing, replacement or compensation according to Article 11 of this
contract. When the goods are damaged or lost during the transport, the seller is
responsible for negotiate with insurance company and transport-undertaking
department, and at the same time shall supplement the goods as soon as
possible to the buyer to meet the demand of construction period.

       

      7.15 The
buyer shall return to the seller the special packing box and frames for multiple
uses after the parts and components are delivered and confirmed (the seller
shall bear the fees).

       

      7.16
Within 5 working days after the equipment transport, the seller shall inform the
buyer of storage and transport methods with fax and the buyer shall strictly
follow the direction as possible.

       

      7.17 If
the contract equipments are damaged or lost because of the incorrect packing by
the seller before loading and shipment, the seller shall be responsible for
replacing, repairing and compensating according to the
contract.


      
        
           


        

        
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      8
Technical Service and Liaison

       

      8.1   The
seller shall timely provide such all-through services as relevant technical
instructions, technical cooperation and technical trainings for the engineering
design, equipment construction supervision, inspection, earthwork, installation,
debugging, acceptance, performance acceptance test, running and maintenance
related to the contractual equipments supplied by the seller.

       

      8.2   The
seller shall send representatives to the site of the contractual wind farm to
provide technical service and instruct the buyer through the process of
installation, partial commissioning, debugging and start-up according to the
Technical materials from the seller. And the seller shall also be liable for
settlement any problem concerning manufacture quality and performance that
arises during installation, debugging and commissioning.

       

      8.3   The
seller shall submit the plan for carrying out the services stated in item 8.1
and 8.2 in duplicate to the buyer by mail within 60 days after the contract
comes into effect.

       

      8.4   Both
parties shall determine the frequency, time and place of the technical liaison
meeting within 30 days after the contract comes into effect.

       

      8.5   The
seller is under the obligation to invite the buyer to participate in the
seller’s technical design when necessary and is also liable for the
interpretation of the design.

       

      8.6   In
case there are big problems that call for the immediate negotiation of both
parties, either of the two parties can propose a meeting and generally the other
party shall agree to attend the meeting.

       

      8.7   As
to each meeting and other types of liaison, the meeting or liaison minute shall
be signed and enforced by both parties. In case the contract terms and
conditions are to be amended, it shall be approved by the legal representative
of both parties and the amended version shall be the standard.

       

      8.8   In
case the seller is to amend the scheme for installation, debugging, running and
technical service proposed by the seller and confirmed by both parties at the
meeting, the seller shall inform the buyer in written form for
confirmation. In order to meet the requirements of site conditions, the
buyer has the right to suggest alteration or amendment and shall inform the
seller in written form. The seller shall take full consideration and meet the
requirements of the buyer as possibly as it can.

       

      8.9   The
seller or the buyer has the right to distribute the materials related to
the contractual equipments provided by the counterpart to all parties involved
in the project, and no forms of tort thus arises. However, in no circumstances
shall the materials be provided to the third party who is not involved in the
project.


      
        
           


        

        
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      8.10 As
to the materials of the seller and the buyer which are sealed with
“CONFIDENTIAL”, both parties undertake the confidentiality liabilities and
obligations.

       

      8.11 In
case the seller’s sub-contractor needs part of the technical service related to
the contractual equipments or works in the site, it shall be organized by the
seller and approved by the buyer. All the expenses shall be borne by the
sub-contractor itself.

       

      8.12 The
seller (including subcontracting and outsourcing) shall undertake the full
liability for supply, equipment, technical interface and technical service
involved in the contract.

       

      8.13 As
to other equipments connected with the contractual equipments, the seller is
under the obligation to provide interface and technical cooperation and no other
expenses thus arises beyond the contract price.

       

      8.14 The
technicians who are sent to the site by the seller to offer services shall be
experienced and competent. The technicians shall be confirmed by the
buyer within 60 days after the contract comes into effect. The
buyer has the right to suggest replacing those who fail to meet the
requirements, and the seller shall assign new technicians recognized by the
buyer. In case the seller fails to make a timely reply to the request for
replacing incompetent technicians by the buyer, it shall be regarded as the
delay of the project according to item 11.11.

       

      8.15 The
seller shall be liable for the loss caused by the technicians’ negligence or
faults in instructing the installation, debugging and commissioning or by the
seller’s failure in assigning personnel for instruction according to the
requirements.

       

      8.16
Specific requirements for technical service and liaison

       

      8.16.1
Technical materials and design of liaison meeting

       

       The
seller and the buyer shall prepare technical materials for technical
liaison meetings. The content, time, place and participant of the meetings shall
be determined by both parties. As to the scope of the seller’s technical
materials, please refer to appendix 6 — list of technical materials

       

      In the
course of designing and interpreting, solution for problems shall be reached by
all parties so as to ensure the economy and efficiency of the project and the
reliability of technology.

       

      The
acceptance of the technical materials by the buyer does not exempt the
buyer from any liability in the contract.


      
        
           


        

        
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      8.16.2
Drawing, planning and calculating

       

      The
seller shall prepare essential detailed drawings. The drawings shall be
authentic and complete so that the buyer can consider the design of the
project accurately.

       

      The
seller shall examine the drawings provided by the subcontractors in terms of
dimension, components size and materials and sign the date of approval when they
are considered to be up to the requirements and technical criteria. In case the
drawings are not accurate or with error, the seller shall return them to the
subcontractor for amendment before submitting them to the buyer.

       

      The
drawings submitted by the seller shall be noted with names of the drawings and
confirmed by both the seller and the subcontractor. The drawings shall be
supplied according to the specified number of copy.

       

      The
drawings are supplied by filling in the assignment note/form with serial number
and caption.

       

      Each
drawing has one caption, serial number, issue number and scale.

       

      Each
drawing shall adopt metric scale and be note with proportion.

       

      Design
the calculation tables that can be checked and the calculation in manuscript are
not accepted

       

      The
drawings for final installation and running shall be regularly renewed. In the
process of debugging, the renewed drawings shall be examined by the seller and
confirmed by the representative of the buyer. The “as-built drawings” shall be
based on the renewed drawings.

       

      The
seller shall prepare the final complete drawings, i.e. the “as-built drawings”
which are to be one part of the final operation and maintenance manual. After
the final drawings are completed, the seller shall provide them in quintuplicate
to the buyer.

       

      All
documents shall be specific enough for the buyer to operate each part of
maintenance, disassembly and debugging.

       

      8.16.3
Training program

       

      o The seller’s
liability of training: the seller shall bear all the buyer’s expenses on
transport, accommodation, training materials as well as other expenses during
the training in the seller’s factory; the seller is also liable for the
second-round training in the course of installation and debugging.

       

      o The seller’s
commitment for the training effect: The seller must guarantee adequate training
time and training quality and ensure the technicians from the buyer can
master the skills in full maintenance of the equipments.


      
        
           


        

        
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      8.16.4
Others

       

      According
to the contract, during the operating period of the equipments, the seller and
the buyer shall answer the questions concerning the design and technology
posed by the counterpart.

       

      Besides
the formal training, the buyer has the right to send technicians to the
seller to receive training at their own expenses.

       

      During
the period of training, the personnel from the buyer shall be permitted to
have access to the seller’s workshop and similar operating equipments for the
sake of installation, debugging and maintenance.

       

      8.16.5
Time for maintenance of wind power generator breakdowns: On receiving the
maintenance notification from the buyer, the seller shall arrive at the site
within 36 hours after ascertaining the status of the breakdown.

       

      9
Quality Supervision and Inspection

       

      9.1   Supervision

       

      9.1.1 The
seller should offer design, fabrication and inspection standard catalog for the
contract to the buyer in 30 days on the date when the contract takes
effect.

       

      9.1.2 The
buyer will consign supervision units who are qualified or delegate
representatives, together with identifiers from the seller, to do equipment
construction supervision and test before leaving factory to understand the
instance of equipment assembling, inspection, testing and casing quality, and
sign. The seller has the responsibility to cooperate with supervisors to offer
relative data and standards without assuming any charge from them in
time.

       

      9.1.3
Supervising range and detailed supervising testing/witness item include full
course of products involved in the contract.

       

      9.1.4 The
seller should offer data follows to the supervising test of factory stationed
representatives and supervising representatives:

       

      9.1.4.1
When delivering equipment materials according to the contract, producing plan of
the whole equipment and producing schedule and inspection project per month
should be offered.

       

      9.1.4.2
Offer supervising content and inspection time for equipment 7 days before
action.

       

      9.1.4.3
Offer standards (including factory standard), drawing, data, craftwork and
practical craftwork course, inspection record, relevant files and copies related
to the equipment supervision in the contract.

       

      9.1.4.4
Give working and living convenience to the supervising
representatives.


      
        
           


        

        
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      9.1.5
Supervising inspection/witness (usually on-site witness) should not affect the
producing schedule in gear (not including shutdown inspection when significant
problem appears), and should take practical producing course of the seller into
account. If supervising representatives can not arrive to the locale on the
informed time from the seller, testing work of the seller’s factory can be on
the rails, with the results in effect, but the supervising representatives have
the right to know, consult and copy the report and results of inspection and
testing after (assignment to documentary witness). If the seller checks
separately without informing supervising representatives, the buy will not
accept the inspection results, and the seller should test with the seller’s
representatives on the site.

       

      9.1.6
Through supervision, when finding equipments and materials not matching
standards and casing in the contract, supervising representatives have the right
to make remarks and not to sign. And the seller should improve to ensure product
quality. No matter the supervising representatives know or claim to know, the
seller has the responsibility to tell initiatively and timely the big quality
defects and problems through fabrication of contracted equipment. Keeping back
is not allowed and the seller should not handle separately when the supervising
unit knows nothing about it.

       

      9.1.7 No
matter supervising representatives are concerned with supervision and leaving
factory check, or supervising representatives attend supervision and inspection,
and sign the supervision and check report, it can not be considered as the
seller unchaining the quality insurance responsibility under contract item 11,
and it can not prevent the responsibility the seller should take on the
equipment quality.

       

      9.2  Factory
Inspection and Open package inspection

       

      Factory
Inspection:

       

      9.2.1 The
seller should check and test the product under quality test project in appendix
7. The seller should offer quality certification, or quality certification of
the producer the seller affirms, including physics and chemistry analysis
certification. The seller should take all charge on check and test. And the
seller should inform the buyer the exact date 2 weeks in advance before
equipment check and test.

       

      9.2.2 All
contracted equipment/parts (including subcontracting and outsourcing) applied by
the seller should be check and test strictly through producing process, and
parts and/or the complete machine should be equipped and tested before leaving
factory. All check, test and assembling should be recorded formally. And
acceptance certification, as a part of technique data, should be posted to the
buyer for data save. Besides, the seller should offer acceptance certification
and quality certification in random files.


      
        
           


        

        
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      9.2.3
Identifiers from the buyer have the right to make remarks when they find defects
on the equipment or unconformity to the contract. The seller should think over
and adopt necessary measure to eliminate the defects, and all fees shall be born
by them. After deflects are cleared, the seller should test and check once
again, with all fees born by the seller.

       

      9.2.4  Quality
inspection and testing made by identifiers from the seller in fabricating
factory of the seller does not equal to open package inspection and testing
after the equipment reaches the building site, so the seller should still take
quality responsibility.

       

      9.2.5 The
seller should offer necessary working facilities, technical data, drawing,
testing tools and outfits to the buyers for free.

       

      Open
package inspection:

       

      9.2.6
When products reach the destination, the buyer should reach the locale within 4
days after receiving the notice from the seller on his own expense, and check
the casing, appearance and amount according to the waybill and packing list
together with the buyer. Any unconformity that is affirmed to be the seller’s
responsibility by the two parties should be solved by the seller. After the
product reaching the locale, the buyer should open the box and test the amount,
specs and quality as soon as possible. The buyer should inform the date of box
opening test to the seller 2 day before test, and the seller should sent
identifiers to attend locale test. The buyer should give working and living
convenience to the identifiers from the seller. If the seller’s personnel do not
reach the locale on time, the buyer has the right to open the box and test
separately, and the test results and records have the effect to both sides and
are the evidence in effect when the buyer claims compensation to the
seller.

       

      9.2.7
When any damage, defect, shortage or unconformity to quality standard and
criterion in the contract on the equipment for the seller’s reason is found
through locale test, record should made and be signed by both parties, each side
keeping one as the gist for claiming repairing and/or changing and/or
compensation; if the seller asks the buyer to repair the equipment, all the
repairing charge should be taken by the seller; if damage or shortage for
the  buyer’s reason are found, the seller should offer or change
relevant parts as soon as possible after receiving notice from
the  buyer, with all charge taken by
the  buyer.


      
        
           


        

        
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      9.2.8 If
the seller dissents the requirements of repairing, changing and compensation
from the buyer, he should bring forward it within 7 days after receiving written
notice from the buyer, or the requirements will come into existence. If
dissenting, the seller should send representatives to the locale on his own
expense to test again within 15 days after receiving the notice.

       

      9.2.9 If
representatives from the two parties can not be unanimous on the test records,
they can consult wind farm testing institution to test. The test results have
sanction to both sides and the test charge should be taken by the responsible
party.

       

      9.2.10
When receiving compensation claim from the buyer under the contract items,
the seller should repair, change or reissue the shortage as soon as possible,
all charge, including fabricating, repairing, carriage, and insurance should be
taken by the responsible party. The compensation claim laid before will be
deducted from contract fulfilling guarantee or the next payment by the
buyer.

       

      9.2.11
For the repairing or changing time of equipment or parts for the seller’s
reason, under the principle that without affecting the building progress, but no
later than 7 days after finding the defect, damage or shortage, or it will be
solved under item 11.11.

       

      9.2.12
The time of the buyer claims for compensation on the tested product will be not
later than 180 days after products’ reaching on equipment storing field of
contracted wild farm.

       

      9.2.13
Inspection in item 9.2.2 to item 9.2.10 is only for the test of arrival
products. Though no problem is found or the seller has changed or repaired under
compensation claim, it can not be taken as the seller’s unchaining of quality
assurance responsibility under item 11.

       

      9.3   Quality
Check and Accept of Fan Tower and Fan Foundation

       

      Quality
Check and Accept of Fan Tower: the seller should send personnel to attend the
quality check and accept of the tower when leaving factory, and signs and issues
tower leaving factory quality check and accept certification together with the
buyer and tower producing and supervising party.

       

      Quality
Check and Accept of Fan Foundation: the seller should send personnel to attend
the quality check and accept of finish of fan foundation, and signs and issues
tower foundation finish quality check and accept certification together with the
buyer and supervising party.

       

      
        
          
          

        

        
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      10
Installation, Debugging, Commissioning and Acceptance

      


      10.1 The
contract equipments are installed, adjusted, run and maintained see appendix
2.

       

      .10.2 The
acceptance after the completion of the contract equipment installation shall be
conduced according to the requirement of the installation check list in appendix
8.

       

      10.3
After the contract equipment is finished installation, the seller shall dispatch
people to instruct debugging and solve equipment problems during the debugging
as possible. The time needed for settlement equipment problems shall not exceed
14 days, otherwise it will be treated as delaying construction period according
to article 11.11.

       

      10.4
Performance acceptance test shall be conducted after all the equipments of each
set run stably and run consecutively and stably for 360 hours. The buyer is
responsible for this acceptance test and the seller participates. After the
performance acceptance test is completed, and the contract equipments reach each
performance guarantee index specified by power curve and availability in
appendix 9, the seller shall sign the equipment performance pre-acceptance
certificate with the seller within 10 days. If the contract equipments can not
reach one or several indexes specified by the power curve and availability in
appendix 9, it is treated according to article 10.6 and 11.7.

       

      10.5
Subject to the condition of not affecting safe and reliable run of the contract
equipments, if there is certain small flaw, and that the seller repairs the
above mentioned flaws within the agreed time by both parties, the seller may
agree to sign the performance pre-acceptance certificate.

       

      10.6 If
the first performance acceptance test can not reach one or several performance
guarantee values specified by the power curve and availability in appendix 9,
both parties shall analyze the reasons together and clarify liabilities which
shall be born by the responsible party for taking measures, and within 30 days
after the completion of the first acceptance test conduct the second acceptance
test and conduct commissioning that is consecutive, unfailing, safe and stable
for 360 hours.

       

      10.7
After the second performance acceptance test, if there are still one or several
technical indexes that can not reach the performance guarantee values specified
by the technical specification of this contract, both parties shall study and
analyze reasons together and clarify liabilities: if it is because of the
seller, article 11 of this contract is executed; if because of
the  buyer, this contract equipment should be considered as passed the
performance acceptance, and within 10 days thereafter, the representative of the
buyer will sign the performance pre-acceptance certificate of this contract
together with the representative of the seller. But the seller is still
obligatory to take measures with the buyer to make the performance of the
contract equipment to reach the guarantee value.


      
        
           


        

        
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      10.8 If
the commissioning and performance acceptance test on the contract equipments can
not be made due to the  buyer’s reason, after 24 months after the
arrival of the contract equipment at the site, it will taken as passed final
acceptance, and within 10 days thereafter, the buyer shall sign the final
acceptance certificate together with the seller. 360 hours after the stable
running of the contract equipments, the delaying period of the performance
acceptance test caused by the buyer exceeds 5 days, within 10 days thereafter,
the buyer shall sign the performance acceptance certificate together with the
seller.

       

      10.9
Whether the performance acceptance test of the contract equipment is made once
or twice, the buyer will issue the final acceptance certificate within 5 days
after finishing claim from the day when the pre-acceptance certificate is issued
to 24 months according to the provision of article 11.4.

       

      10.10
Performance acceptance certificate issued according to article 10.4 and 10.7
only prove that the equipment performance and parameters are accepted up to the
time when the performance acceptance certificate is issued according to the
contract requirement, but can not be considered as evidence for relieving
relevant liabilities of the seller for possible existing deflect that may cause
damage of the contract equipments. Likewise, the final acceptance certificate
shall also not be considered as evidence for relieving relevant liabilities of
the seller for possible existing deflect that may cause damage of the contract
equipments.

       

      Potential
deflect reforest to the potential danger of the equipment that can not be found
under normal situation during manufacturing and short-term running process. The
period of liability of the seller for correcting potential deflects shall last
till the termination of the 24 months guarantee period to the first overhaul.
When such potential deflect is found (through confirmation of both parties), the
seller shall repair or replace according to the specification of article 6.7 and
11.3.1 hereof.

       

      10.11
Anytime during the process of executing the contract, for the request of the
seller on inspection testing, retesting, repairing or replacing work out of the
need of the seller’s responsibilities, the buyer shall make arrangement to
cooperate with the above mentioned work. The seller shall bear fees for
repairing, replacement or labors. If the seller entrusts constructor of the
buyer to process and/or repair and replace equipment, or there is re-work caused
by the error of the design drawings of the seller, instruction errors of the
seller, the seller shall pay fees to the buyer according to the following
formula: (all the fees are calculated according to the rate at the time when the
fees happen).


      
        
           


        

        
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      P=ah+M+cm

      Among
which P – total fees (Yuan)

      a – labor
fee (Yuan/hour·person)

      h –
Person time (hour·person)

      M –
Material fee (Yuan)

      C – Set
& shift number (set·shift)

      M – Set
& shift fee for each equipment (Yuan/set·shift)

       

      10.12
Penalty for insufficient performance of equipment

       

      When the
equipment performance does not meet the requirement, the seller shall repair it
in time free of charge until the requirement is met. If the requirement still
can not be met after correction, for each lowering percentage point of power
curve, the penalty is 1% of the price of each equipment; for each lowering
percentage point of availability, the penalty is 1% of the total price of each
batch of equipments; but the final total penalty shall not exceed 5% of the
total price of the contract.

       

      10.13
Work at workplace

       

      10.13.1
Installation preparation

       

      The
installation plan of wind generator equipment is proposed by the seller and
handed to the buyer before installation and studied and approved by both
parties. Before installation, the seller’s people shall check once on the
delivered wind generator equipment and point out the final deflects caused by
transport or other reasons. These deflects will affect the quality guarantee for
the equipments delivered by the seller.

       

      Before
installation, technicians of both parties shall check whether the design,
drawings and materials of equipment are complete in an all-round way, and the
buyer is responsible for whether framework, earthwork and electricity etc. are
equipped with installation conditions.

       

      10.13.2
Experienced technicians of the seller

       

      The
seller shall dispatch experienced technicians in charge of installation,
completion test and commissioning of the supplied equipments and instruments and
other possible necessary tests to ensure the installation may be done smoothly
according to the contract.


      
        
           


        

        
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      10.13.3
Supervision of the seller’s employee

       

      The
seller’s employee will instruct the buyer’s employee responsible for
installation to complete the work according to the required preciseness and
quality.

       

      10.13.4
Water, power and others

       

      For the
purpose of the engineering, the buyer will provide the seller with working and
living service facilities such as on-site water and power, offices, and office
equipments.

       

      10.13.5
Safety measures

       

      The
equipment installation plan must put forward safety measures which shall be
observed by employees of both parties. Workers of both parties must observe all
the applicable safety rules on site.

       

      10.13.6
Test after project completion

       

      The test
after project completion is made jointly by both the seller and the
buyer.

       

      10.13.7
Commissioning

       

      The
commissioning of the equipments provided by the seller is conducted by the
seller and assisted by the buyer. The commissioning shall be conducted
immediately after finishing “test after project completion.”


      
        
           


        

        
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      11
Claim

       

      11.1
Quality warranty

       

      11.1.1
Start point and termination of quality warranty

       

      Quality
warranty to the contract equipment to be supplied by seller starts from the
signature of acceptance certificate for individual works. Warranty period is
good for 24 months. At the end of warranty period, performance will be conducted
on contract equipment, especially for the reliability under the
warranty.

       

      At the
end of 24-month quality warranty period, both parties will sign off relevant
certificates (final acceptance certificate) in triple copies of both original
and duplicate.

       

      11.1.2
Extension of warranty period

       

      If
equipment availability proves to not meet specified requirement during warranty
period due to quality problems on seller side, 24-month warranty period under
this contract will be prolonged by the same period of down time and maintenance
time.

       

      11.2
Seller guarantees all the equipment to be supplied under this contract is fresh
new, accommodating general and safe operation and demonstrating long life. Also
they must meet requirement specified in the contract. Equipment must be
fabricated with advanced, mature technology and best quality. Equipment must
demonstrate reliable and economical operation and is easy for
maintenance.

       

      11.3
Seller guarantees the technical materials to be provided as required in the
technical specification under the contract are integral and the contents are
correct and accurate. Such documents must accommodate design, installation,
commissioning, operation and maintenance of contract equipment. Warranty period
secured by seller for contract equipment will not expire until the buyer issues
acceptance certificate.

       

      11.3.1Seller
guarantees that the technical parameters for the equipment are tested and proved
by manufacturer. Their integrity also is qualified through test to comply with
contract. Drawings and document to be provided by seller must be correct and
free of errors, meeting requirement for design, installation, commissioning,
operation and maintenance.

       

      During
performance of contract, if the equipment provided by seller is found defective
and Technical materials are full of mistakes or rework or scrap are caused to
the project due to negligence by technicians of seller, seller should
immediately make repair or replacement at its own cost. If replacement is
needed, seller will take over all the costs to be incurred from occurrence to
the installation of new equipment is completed. Replacement or repair timing
should not be more than 30 days since the date when seller is proved to assume
the responsibility. If not, clause 11.11 will apply.


      
        
           


        

        
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      11.3.2 If
the buyer fails to follow the technical document, drawings, instructions or
follow the instructions given by site service technicians of seller while
carrying out construction, installation or commissioning and such actions lead
to equipment damage, the buyer will assume responsibility for replacement and
repair. However, seller has the obligation to provide needed replacement parts.
For parts urgently requested by the buyer, seller should arrange the fastest
delivery at its own cost.

       

      11.3.3 To
accommodate design, installation, commissioning, operation and maintenance,
seller will provide installation supervision, training to staffs of the buyer
and 24-month quality warranty as requested in the “service” part of the
contract.

       

      11.4
After warranty expires, the buyer will issue within 30 days the certificate of
acceptance against contract equipment. The conditions are: Seller must finish
handling all the claims and compensation which are implemented by the buyer
prior to the expiry of such warranty. However, seller assumes no liabilities for
any abnormal maintenance or wrong operation or losses from normal
wearing.

       

      11.5
Within warranty period, if equipment is found defective and not conforming to
contract, it is deemed as responsibility of seller. In this case, the buyer has
rights to make claim against seller. In case of doubt by seller, clause 9.2.7
will apply. Otherwise, seller will provide immediate and free of chare repair or
replacement, claim or arrange other parties for repair work right after seller
receives notice from the buyer regarding the claim. Both parties will arrive
within 30 days of the claim request on site where equipment should be
replaced.

       

      If minor
defects are found with equipment, seller can make the replacement by its own.
The costs incurred will be borne by seller.

       

      For the
defects found during quality warranty, claim request which is presented within
14 days after warranty period is still valid.

       

      11.6 If
defective equipment needs to be replaced or repaired due to fault on the side of
seller, such occurrence causes stop to delivery or delay to installation, then
warranty period will be prolonged by the period equivalent of actual repair or
replacement.

       

      11.7 If
equipment fails to maintain requirement as specified in the specification for
the warranty period due to fault on side of seller, then the buyer has rights to
make claim. Seller should within 1 month of the notice take possible actions. If
such actions fail, seller should pay penalty following clause
10.12.


      
        
           


        

        
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      After
seller pays penalty, he still has the obligation to provide technical service to
the buyer and take all the possible actions needed to maintain performance of
such equipment.

       

      11.8  For
serious defects with contract equipment during warranty period due to fault on
side of seller, that is, six main components (vane, gear box, generator,
deviation system, electrical control system and tower) cannot continue the
operation due to such defects, then the warranty period for such components will
be 24 months starting from the date of corrections are corrected. Downtime
cannot exceed 14 days. If yes, claim will be based on the power
generation.

       

      11.9 If
seller fails (except for force majeure) to deliver the goods to the schedule in
the contract not because of the fault on side of the buyer, actual delivery date
is calculated according to clause 6.1 and 6.4. The buyer has rights to claim
penalty against seller based on following rates:

       

      A. When
delivery or payment is delayed for 1-4 weeks, for each week, the penalty is
0.25% of the delayed amount.

       

      B. When
delivery or payment is delayed for 5-8 weeks, for each week, the penalty is 0.4%
of the delayed amount.

       

      C. When
delivery or payment is delayed for over 8 weeks, for each week, the penalty is
1% of the delayed amount.

       

      For above
calculation, if the delay is less than 1 week, then 1 week will be used in the
calculation. However, total of the penalty from the delayed delivery of
equipment under the contract will not exceed the total amount of contract
equipment by 5%. Price reduction or indemnity does not relieve seller of his
reliabilities during warranty period. Seller paying penalty does not relieve
seller of the obligation to continue the delivery of contract equipment. For
equipments which are delayed for over 6 months and have significant impact on
installation and trial operation, the penalty to be paid by seller to the buyer
can exceed the total amount of equipment by 5%. At the same time, the buyer has
rights to terminate the contract in partial or in full.

       

      11.10 If
it is verified that seller’s fault causes seller to fail to make the delivery as
scheduled in the specification of the contract, both parties will verify the key
technical materials, design and planned materials which affect construction
progress. For each week delay, penalty is 0.2% of contract amount. Delayed
delivery is counted as specified in clause 6.10.


      
        
           


        

        
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      11.11 If
contract performance is delayed due to delay, negligence and or mistakes with
the technical service by seller, for each week delay, seller will pay as penalty
to the buyer 0.5% of the amount for each equipment package. However, such
penalty should not exceed 5% of total contract amount for equipment. Also seller
will pay for all the direct losses due to his faulty technical service or breach
of contract.

       

      11.12
Delay by other organizations

       

      In
addition to contract equipment, this project also covers civil work and other
mechanical and electrical works. The buyer should guarantee the completion of
all other works to the schedule. Completion date and delivery of civil works are
very important for seller. Such delivery must be specified in the timing plan as
in annex 10.

       

      11.13 If
additional costs occur to seller due to delay to civil, mechanical or electrical
works, the seller will make claim request to the buyer. Such compensation will
be calculated based on physical costs, including inventory, but not including
profit. However, if above delays are longer than 30 days, seller cannot make
claim request. In case of excess of 30 days, compensation payout will be counted
from the 30th
day.

       

      11.14
After hoisting was completed, the fan could not be in long-term shutdown and the
failure must be disposed within 14 days. The seller should pay for the loss of
the buyer according to the reduced generated energy.

       

      12 Insurance

       

      12.1 The
insurance paid by seller will last until goods arrive on site. Insurance amount
will be 110% of contract amount (one hundred and ten percent)

       

      12.2
Seller will pay insurance for all the people he sent to site.

       

      13
Taxes and fees

       

      13.1
Seller will pay all the taxes and fees rated to this contract in accordance with
applicable national tax laws, codes and regulations.

       

      13.2 All
the taxes and fees occurred outside China in relation to the performance of this
contract will be paid by seller.

       

      13.3 The
prices contained in this contract are tax included. Taxes and fees for
equipment, technical materials, service (including transportation) and imported
equipment/parts are all included in the contract prices and will be paid by
seller.

       

      
        
          
          

        

        
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      14
Assignment, subcontracting and outsourcing

      


      14.1
Seller is not allowed to assignment in partial or full of any part of the
contract to any other parties.

       

      14.2
Annex 6 is the list of subcontractors for seller. Five big components of the
wind power generation system are not allowed for subcontracting without consent
with the buyer. If subcontract is allowed, the contents and ratio of subcontract
items must be approved by the buyer.

       

      14.3
Technical service for the equipment/components under subcontract will be handled
according to clause 8.11, 8.12 and 8.13.

       

      14.4
Seller assumes all the liabilities for all the subcontracted equipment and
components under the contract.

       

      14.5
Without obtaining agreement, seller can purchase materials or sign contract with
manufacturers or suppliers specified in the contract to purchase small items or
any commodities for the project.

       

      14.6
Seller assumes liabilities for their behavior, negligence or violation by its
subcontractors or agent or its employees. Seller assumes liabilities for its
agent or employees for their behavior, negligence or violation.

       

      14.7 The
buyer has the rights to access workshops or other places at designated
subcontractors and suppliers

       

      14.8 If
the seller is detected as violation in the subcontracting, the buyer has rights
to perform the contract on behalf of the seller while original liabilities of
the seller are not reduced.

       

      15
Change, modification, suspension and termination of contract

       

      15.1 Once
contract becomes effective, neither party is allowed to make and unilateral and
arbitrary modification to contracts (including appendices). Changes to contract
subject, quantity, quality, price, duration, quality standard and inspection
standard and methods must be agreed to between both parties through negotiations
in supplementary agreement, which has the same legal effect as the contract. In
case of conflict between supplementary agreement and contract, the former will
apply.

       

      15.2 In
case either party has violation or refuses to perform the contract, the other
party will notify such party in writing. The violating party will within 15 days
of the notice will make corrections to such violations or refusal. If
corrections cannot be corrected in 15 days, correction plan is needed. If
correction fails or correction plan cannot be proposed, the other party will
reserve the rights to terminate in partial or in full the contract. For such
termination, the other party will not issue change order. All the costs, fees
and claims incurred from this will be the liability of the opposite party. If
there are other clauses available with regards to such violation, such clauses
will be applied for.


      
        
           


        

        
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      15.3
During term of contract, if the contract cannot be further performed due to
change to national planning, the seller and/or the buyer can propose to the
other party to terminate or modify affected clauses.

       

      15.4 If
the returned goods are requested by the buyer during term of the contract, the
buyer will pay penalty to the seller. Such penalty will be 10% of the amount for
returned equipment. Also losses caused to seller will be paid to the
seller.

       

      15.5 If
the equipment cannot be delivered due to fault on seller side, the seller will
pay penalty to the buyer. Such penalty will be 10% of the amount for returned
equipment. Also losses caused to the buyer will be paid to the
buyer.

       

      15.6 If
the seller has bankruptcy, ownership change (merged, enquired, disbanded or
cancelled) or insolvency or carries out operation under bankruptcy just for the
interest of creditor, the buyer has rights to immediately notify in writing the
seller or trustee-in-bankruptcy or the new owner of the contract to terminate
the contract or propose different choices to trustee-in-bankruptcy, liquidator
or the new owner of the contract. Depending on their reasonable guarantee the
performance of such contract, the contract which was agreed to by the buyer will
be performed.

       

      15.7 In
case of occurrence related to clause 15.6, the buyer has rights to obtain the
takeover of all the contract equipment related tasks. Also he can at appropriate
time take away all the contract equipment related design, drawing, instructions
and materials in the premises of the seller. The ownership of such items belongs
to the buyer. The seller will provide the buyer with all the convenience for
such handling so that the buyer can remove above design, drawings and materials.
The buyer will assume no liabilities for any direct or indirect claims against
the seller from termination of such contract. In addition, both parties will
reach agreement on the evaluation of the performed part of the contract. Also
they will handle all the consequences because of advance contract
termination.

       

      15.8 Work
suspension due to violation to contract

       

      If one
party violates the contract or has negligence during performance, the other
party can request the violating party to stop any further violation and make
corrections. In such case, liability borne parties have no rights to request
extension. Nor has he the right to stop work and request for compensation. Nor
has he the rights to be relieved of penalty.

       

      
        
          
          

        

        
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      16
Force Majure

      


      16.1  Force
Majure means that when signing the contract , the incidents unforeseeable ,
unavoidable , and unsolvable , including but not limited to severe natural
disaster or calamity (such as typhoon , flood , earthquake , fire or explosion
etc.) , war (no matter declared or not) , rebellion , commotion etc . Any party
of the contract , because of force majure, and execution of the contract was
influenced , will delay the time limited of pursuing the obligation of contract
with the time limit equal to the duration of force majure , but can not adjust
the price of the contract due to delay caused by force majure.

       

      16.2 The
party influenced by force majure should notify by fax about the detail of force
majure to the other party after happening of force majure, and within 15 days
delivered the proving documents issued by the authority to the other party, the
party influenced should try his best to reduce the influence and the delayed
caused, once the influence of force majure is finished, he should notify the
other party.

       

      16.3 If
both party estimate that the influence of force majure might be prolonged to
over 120 days, each party should solve the execution problem of this contract
through friendly negotiation.(including delivery, installation, commissioning
and acceptance etc.)。

       

      17
Settlement of Dispute of the Contract

       

      17.1 All
the disputes related and caused by this contract should be solved through
friendly negotiation, if negotiation failed, any party of the contract has the
right to apply for arbitration at the arbitration institute at the location of
the buyer, and the arbitration will have power upon both parties.

       

      17.2
Unless other agreements exist, the arbitration will not influence that each
party continue pursue his own obligations under the contract.

       

      18
Execution of contract and valid period

       

      18.1 The
starting condition of this contract is as followed:

       

      Authorized
Representatives of both parties sign;

       

      The buyer
received the indemnity money of the seller.

       

      The
seller received the down payment of the buyer according to the contract;

       

      18.2 The
effective date will start from the action date of the contract to when the final
acceptance document is issued, compensation finished, money paid and goods
delivered. After the contract is finished, any unfinished debt and debit will
not be influenced by the contract finished date. The debit party will continue
his obligations to the debt party.


      
        
           


        

        
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      18.3 This
contract is written in Chinese, in four duplicates, each party holds two
copies.

       

      18.4 The
appendices of this contract is the crucial part of this contract, and has the
same legal power as the main body of the contract. If the appendices have some
difference with the main body of the contract, the main body of the contract has
the priority.

       

      18.5 Any
supplement, adding or revision of this contract should be in written form and
should be signed by authorized representative of each party. They should be the
part of this contract and has the same power as the main body of the
contract.

       

      18.6
Without permit of the other party, any party should not assignment any right or
obligation under the contract to any third party.

       

      18.7 The
seller can partly or totally assignment his contract obligations to the seller’s
registered company in China.

       

      18.8 If
any party under the contract has combination, separation of re-grouping, he
should immediately notify the other party about the arrangement of his contract
obligations, and the bearing party of the contract obligations will pursue the
contract changing formalities. The bearing party will continue the unfinished
responsibilities and obligations, and should ensure that the pursuing of the
contract and bearing of responsibilities will not be influenced
hereinafter.

       

      18.9
During the execution of this contract, any communications between two parties
should be in Chinese or in English. The formal notify should be in written form,
the fax about important matters should be in registered letter or by express
mail.

       

      19
Others

       

      19.1 The
laws adapted to this contract are the present laws of Peoples Republic of
China.

       

      19.2  The
contract documents include:

       

      a) Bid
publication file and supplement

       

      b)
Bidding tendering documents and supplement

       

      c)
Clarification document

       

      d)
Clauses of this contract and its appendices.

       

      e) Other
supplement files, drawings, meeting memos, and other written documents signed
formally by both parties.


      
        
           


        

        
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    Each part
of the above mentioned documents should be complementary, and illustrative. If
there is anything not in the same way for the early and late documents, the
early ones should have priority. When the drawings and the words has
contradiction, the words have priority. If there is any thing not in the same
way in standards, the higher standards have the priority.

     

    The
appendices included by this contract are the crucial part of this contract and
has the same legal power.

     

    19.3  Patent:The seller should
ensure the buyer, when using the goods or any part of the good , not be
impeached by third party for violation of his patent right , brand right or
industrial design right . When any third party raises compensation for
violation, the seller should response to the third party for Settlement, and
should bear the legal and economical responsibilities caused
hereinafter.

     

    19.4 Any
party without the permit of other party should not assignment part or all the
rights and obligations to the third party.

     

    19.5 For
the documents and files supplied by both parties under this contract should not
be provided to any third party unrelated to the contract equipments and
projects. Without authorization of the buyer, the seller should not let other
party know the content of the bidding document, and should not imply to the
public or make publication of the document or copy of the contract through
media.

     

    19.6 With
former written agreement of the buyer, the seller can absorb new partners. The
newly joined partner should be responsible for the contract obligations, and the
buyer should still be the main obligation part of the contract.

     

    19.7 [The
seller’s Project Manager]

     

    The
seller should nominate one representative or authorized person who is agreed by
the buyer in written form as the project manager of the seller and be
responsible for the entire work under this contract. This representative should
fully act the seller’s responsibilities. The instructions make by the buyer to
this representative should be deemed as the instructions to the seller. The
buyer should accredit this project manager, if during the execution of the
contract, the buyer doesn’t think the representative is efficient enough, he can
be changed after negotiation of both parties.

     

    [Qualified
and Enough People]

     

    The
seller should provide with qualified and enough engineers, supervisors and
workers , the name list of the authorized people should be kept as special
record , which displays the name , condition and communication address , and
notify to the buyer. This record should be checked by the
buyer.


    
      
         


      

      
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    19.8  Any
mail communication notification or requirement , if is written formally and sent
to the following address by people , or registered mail , air mail ,
telecommunication or fax , after getting confirmation by the people of other
party and/or by communication equipment , will be deemed as having been formally
accepted by the other party.

     

    19.9 At
the site, the seller should abide by the normal working regulation of the buyer.
The buyer allows that the buyer works continuously in the working time:beyond the normal
working time and the local regulated rest time should not work ,
unless

     

    According
to the contract he should work;

     

    To save
property or To save property or for the safety of project , the work is
unavoidable or must be proceeded , under this condition , the seller should
notify the  buyer;

     

    Or the
buyer agrees the work.

     

    19.10 The
buyer’s Responsibility

     

    The buyer
should provide the seller’s site people with transportation facilities and
drivers from Daqing City to the Site.

     

    The buyer
should prepare one office and tool storage room at the site.

     

    The buyer
should be responsible for the finishing of the fan base, road, civil work and
electrical work at the site.

     

    The
seller should be responsible for organizing qualified installation team, under
supervision and instruction of the seller, install, crane, finish and making
commissioning. The seller should be responsible for organizing qualified
installation team, under supervision and instruction of the seller, install,
crane, finish and making commissioning.

     

    The buyer
provide crane and crane operators for installation of the tower frame and the
fan.

     

    The buyer
should be responsible for the water, electricity and road at the
site.

     

    The buyer
should help the seller unloading at the site.

     

    The buyer
should provide accommodation for the seller’s technicians for
free.


    
      
         


      

      
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    19.11  Site
clearing:After the project
is finished , the seller should move all his equipments.

     

    19.12
This contract has 2 original copies and 4 duplicated copies, each party hold 1
original copy and 2 duplicated copies.

     

    19.13 The
address of each party is as follows:

     

    The
buyer: Daqing Longjiang Wind Power Co., Ltd.

    Address:
1707 Room, ICBC Building, No.37 of Dongfeng Rd., Saertu District, Daqing city,
Heilongjiang.

    Fax:
+86-459 4621889

    Tel.:
+86-459 6618200

    Zip code:
163311

     

    The
seller: Wuhan Guoce Nordic New Energy CO., LTD.

    Address:
T1, Guoce Road, Miaoshan development zone, Wuhan, Hubei

    Fax:
+86-27 87990787

    Tel.:
+86-27 87990702

    Zip code:
430223


    
      
         


      

      
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    The
buyer: Daqing Longjiang Wind Power Co., Ltd.

    Authorized
representative:

    The
seller: Wuhan Guoce Nordic New Energy CO., LTD.

    Authorized
representative:

     

    Signing
date: Aug. 30, 2007

     

    2.3 The
Plant shall be brand-new, mature, secure, economical and complete, meet national
environmental requirements, and be designed according to specific standards, and
its performance shall comply with the requirements of performance guarantee
value as defined in Appendix 1; production processes and raw materials
categorically prohibited by laws of PRC shall not be used.

     

    2.4
Technical specifications, technical and economic indicators and performance of
the Contract Plant are shown in Appendix 1 hereto.

     

    2.5
Detailed scope of supply of the Contract Plant supplied by the seller is shown
in Appendix 2 hereto.

     

    2.6
Detailed technical data supplied by the seller are shown in Appendix 3
hereto.

     

    2.7
Detailed technical services supplied by the seller are shown in Appendix 7
hereto.

     

    2.9 2.10
The Vender shall, within 15 years after final acceptance of each set of the
Contract Plant, continue providing the buyer with spare parts for normal
operation of the Contract Plant at market price.  Within the service
life of the Generator Set, in the event that the Vender intends to stop
production of or be unable to produce some spare parts, it has the obligation to
notify the buyer in advance so that the buyer has adequate time to place an
order for a last purchase of necessary spare parts from the
Vender.


    
      
         


      

      
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    5.3.2
When the manufacturing of each set of Contract Plant progresses to 60% completed
(i.e. hub, gear case, generator, main control cabinet and the yaw system to the
factory for general assembly, and blade materials complete), the Vender will
furnish relevant certifications to the buyer for confirmation and submit VAT
(value added tax) invoice (one original and two duplicates) for 30% of the
contract price of each set of Plant (RMB 1.8 million) to the
buyer. Within 1 month after verification, the buyer shall pay 30% of the
contract price of this set of Plant (RMB 1.8 million) to the
Vendor as the progress payment.

     

    5.3. 3
The Vender shall, in accordance with the order of delivery, transport each set
of Contract Plant (parts and components in Appendix 6 Schedule of Prices) to the
place of delivery within the specified time. When the last batch of each set
arrives at the delivery site, the Vender shall submit the VAT invoice (one
original and two duplicates) for 30% of the contract price to the buyer. It also
shall furnish the supply list, the certificate of quality conformity, the bill
of lading and the packing list to the buyer, who shall pay 30% of the contract
price of this set of Plant (RMB 1.8 million) to the
Vendor within 1 month after verification.

     

    5.3.4
After the installation of each set of Contract Plant, the single set
commissioning is conducted. Having passed the preliminary acceptance, the Vender
shall submit the VAT invoice (one original and two duplicates) for 25% of the
contract price (RMB 1.5 million). Within
1 month after verification, the buyer shall pay 25% of the contract price of
this set of Plant (RMB 1.5 million) to the
Vendor. If any problem is found, the corresponding part shall be
deducted.

     

    5.3.5. 5%
of the contract price of each set of Plant is taken as the quality guarantee
deposit for it.


    
      
         


      

      
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    5.3.5.1
After the granting of the final acceptance certificate of this set of Plant by
the  buyer, within 1 month after the Vendor submit the following
documents and the buyer verifies them, the buyer shall pay 5% of the contract
price of this set of Plant (RMB 0.3 million) to the
Vendor. If any problem is found, the corresponding part shall be
deducted.

     

    5.3.5.1.1
The financial invoice (one original and two duplicates) for 5% of total contract
price of this set Plant shall be furnished.

     

    5.3.
5.1.2 The copies of the final acceptance certificate of this set Contract Plant
are provided in duplicate.

     

    5.4 Payment of additional
charges: In total, RMB 21.7 million is to be paid for the technical
services, freight and miscellaneous charges, spare parts, consumables and
special tools, averagely RMB 0.434 million additional charges for each set
Plant, which shall be paid lump sum according to the initial sets before
delivery.

     

    5.5 The
time of payment takes the date of issue by the buyer’s bank as the actual
payment date. If this date is later than the specified payment date, the
liquidated damages shall be calculated and paid from the specified payment date
on as per Article 11.13 of this Contract.

     

    5.6
Subject to Articles 10 and 11 of this Contract, as regards paying the claim
against damage, field processing and purchase agent, liquidated damages, the
Vendor shall, within one month upon receiving the buyer’s written notice for
claim, pay the amount to the buyer. If it hasn’t paid in due time, the buyer
shall be entitled to deduct the claimed amount and its interests from the amount
payable in the next time of payment.


    
      
         


      

      
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    9.2.2 The
Vendor shall, 3 months before assembly of Plants jointly inspected by both
parties, notify the buyer of the preliminary plan of inspection and assembly and
the detailed plan should be proposed one month later. The buyer has the right of
sending its representative at its own cost to the manufacturing factory of the
Vendor and its technical support provider, for knowledge about Plant assembly,
inspection, testing and package. In case the  buyer’s representative
finds the Plant or any parts defective or non-conformable to standards or
packing requirements as specified in this Contract, the representative has right
to give his or her opinion, which should be given full consideration to. The
vendor shall also take corresponding measures to guarantee the quality of
delivery. The inspection and testing procedures shall be negotiated by the
buyer’s representative together with the Vendor’s personnel. Due to its reasons,
the Vendor fails to follow the above-mentioned procedures and notify the buyer,
so that the buyer hasn’t adequate time for inspection. Then, the buyer is
entitled to require the Vendor to postpone the ex-factory date of the main Plant
according to actual situations.

     

    10.3
After installation of each set Plant supplied, the Vendor shall be responsible
for making the commissioning plan, arranging the order of commissioning, and
conducting commissioning of single set and system, the last issue of which shall
be under the sole responsibility of the Vendor for the actual operation.
Afterwards, the wind farm system commissioning begins under the responsibility
of the buyer, but the Vendor shall assist with full efforts, providing the key
points for the Plant commissioning (including the commissioning outline, plan,
technical measures and specific requirements for commissioning), which are
subject to confirmation by the buyer. The actual operation shall be carried out
by the buyer within a period not exceeding 6 months, during which, if all Plants
and the whole set runs steadily, the full-load test run can conducted, as
detailed in Appendices 1 and 5.

     

    10.3.1
After installation of each set of Contract Plant, the Vendor shall be
responsible for making the commissioning plan, arranging the order of
commissioning, and conducting commissioning of single set and system, the last
issue of which shall be under the sole responsibility of the Vendor for the
actual operation. The Vendor shall solve the problems found in the commissioning
within 2 months. If, for its own reasons, the Vendor delays the commissioning,
it will be treated as equal to the delay of manufacturing time as per Article
11.9.


    
      
         


      

      
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    1.7 If,
due to the reasons of the Vendor, after the performance acceptance test as
specified in Article 10, each set of Contract Plant still can’t satisfy one or
many indicators defined in Appendix 1 in the second acceptance test, the Vendor
shall pay the liquidated damages, calculated as follows: compensation on the
basis of the wind-power curve and plant availability.

     

    (1) Power
curve is evaluated as per a single set ≥ 96% in the power curve form, and 1% of
the total contract price of the plant is paid as the liquidated damages for
every 1% lower.

     

    (2) The
plant availability is the average availability of contract plant in the wind
farm, and during the quality guarantee period, the average availability of the
wind Generator Set shall be ≥96%, and 1% of the total contract price of the
plant is paid as the liquidated damages for every 1% lower. The average
availability of a single set within the quality guarantee period shall be ≥85%,
and 1% of the total contract price of the plant is paid as the liquidated
damages for every 0.5% lower. The two kinds of liquidated damages shall not be
calculated at the same time, and whichever has the larger amount shall be
implemented. If the average availability of a single set within the quality
guarantee period is < 80%, the buyer is entitled to change another brand-new
Generator Set at the Vendor’s cost or return the Generator Set. Now the Vendor
shall indemnify the double of the contract price of the plant to the
buyer.

     

    12.2 The
Vendor shall furnish the duplicate copy of the insurance contract 20 days before
the first delivery. If the duplicate copy can’t be submitted due to the Vendor’s
reason, the Vendor shall agree the buyer’s refusal of paying the freight and
miscellaneous charges until it receives the duplicate copy.

     

    
      
         


      

      
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    14.8 Non
Contractual Relationship

     

    Whatever
the Contract stipulates, it shall not be deemed as a contractual relationship
existing between the buyer and any of the Vendor’s subcontractors for the
buyer’s approval, confirmation, agreement or supervision of it.

     

    14.9
Termination of Subcontractors

     

    In case
the buyer finds that the work any subcontractor of the Vendor doesn’t conform to
the requirements of this Contract or has serious defects, the buyer shall be
entitled to require the Vendor in written to terminate the subcontractor. The
Vendor shall give reasonable explanations within 7 days upon receiving the
buyer’s written requirement to the buyer’s satisfaction. If the buyer isn’t
satisfied with or doesn’t accept the explanation, the Vendor shall terminate the
subcontractor’s contract within 14 days upon receiving another notice of the
buyer. The exercising of the foregoing right by the buyer shall not be subject
to the restrictions of whether this subcontractor has been approved, agreed or
confirmed by the Vendor.

     

    15.9.2
The buyer shall not bear any liabilities for the claims, either direct or
indirect, against the Vendor by a third party due to termination of a part of or
the whole contract.

     

    15.9.3 If
the contract is partially terminated, the other parts shall be still valid and
performed.

     

    15.10 The
obligations undertaken by both parties of the Contract shall not extend beyond
the scope of this Contract. And one party of the Contract shall not make
statements, descriptions, commitments or actions having binding force over the
other party.

     

    Phase I
of Fengkou Wind Farm Project in Pinglu Constructed by Wuhan Kaidi Electric Power
Co., Ltd.

     

    Purchase Contract for Wind Generator Set

     

    
      
         


      

      
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    The
buyer’s Contract No.: KG0809C-FD-PL-J001


    
      
         


      

      
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