Exhibit 10.22


 


Unofficial English Translation Solely for Convenience


 


Strategic Cooperation Agreement


Regarding the Joint Development of the National Liquid Coal Pulp Market


 


	
  The
  Parties:

  	
  Shaanxi
  Suo’ang Biological Science & Technology Co., Ltd. (“Party A”)

  
	
   

  	
   

  
	
   

  	
  Qingdao
  Haizhong Enterprise Co., Ltd. (“Party B”)

  
	
   

  	
   

  
	
  Place
  of Execution:

  	
  Beijing

  
	
   

  	
   

  
	
  Date
  of Execution:

  	
  July 9,
  2009

  



 


Whereas
Qingdao Haizhong Enterprise Co., Ltd. is the largest specialized manufacturer
of environmental-friendly Liquid Coal Pulp furnace in China and the only one
that has obtained State qualification for manufacturing environmental-friendly
Liquid Coal Pulp furnace.  It is a
high-technological company dedicated to the research, manufacturing and
application of the environmental-friendly Liquid Coal Pulp furnace, and its “Haizhong”
brand environmental-friendly Liquid Coal Pulp furnace occupies a market share
of almost 85% in the nation.  It is
planning to be listed on the ChiNext board in China;


 


Whereas
Sha’anxi Suo’ang Biological Technology Co., Ltd. is currently the top-ranked
enterprise operating in commercialization of the Liquid Coal Pulp clean fuel in
the national market.  It has integrated
R&D, production, sales and technical services into one high-technological
company dedicated to the investment and operation of Liquid Coal Pulp clean
fuel and the centralized provision of heat using Liquid Coal Pulp.  It is a subsidiary of the US listed Clean
Energy Co., Ltd. (Stock symbol: SCLX.OB);


 


Therefore,
Sha’anxi Suo’ang Biological Technology Co., Ltd. and Qingdao Haizhong
Enterprise Co., Ltd. (“Parties A and B”), with the spirit of mutual growth, in
consideration of the business characteristics of each enterprise and with a
view toward the development of market nationwide, have entered into the
strategic cooperation agreement regarding the formation of close strategic
partnership to engage in the comprehensive market penetration, exploration and
development as follows:


 


I.             Scope and Model of
Cooperation


 


1.
Information Exchange


 


Either
side of Party A and Party B has the obligation to notify the other side of the
development and demand of the Liquid Coal Pulp market in a certain region of
the country.


 

















 


2.
Party A and Party B adopt the cooperation model of “bundling” when serving the end
users in the market.  Specifically:


 


(1) For
the Liquid Coal Pulp fuel produced by Party A, the Liquid Coal Pulp furnace
equipment (“furnace”) manufactured by Party B should first be recommended to
the customers;


 


(2) When
the Liquid Coal Pulp furnace equipment (“furnace”) manufactured by Party B
enters a certain region, the Liquid Coal Pulp fuel produced by Party A should
also first be recommended to the customers;


 


(3) Party
A and Party B mutually engage in the cooperation of the applicable “furnace-fuel
match” technology to jointly expand the market and provide customer service to
ensure that the customers have maximum operation result of the equipment.


 


(4) Party
A and Party B shall not use products similar to those of the other party in any
region of the country to engage in other cooperation projects, or in the
distribution, sales and recommendation of such similar products.


 


3.
For large scale investment project, Party A and Party B may also adopt other
various types of cooperation model, such as: BOT or joint lease investment
model.


 


II             Plan for Scope of
Cooperation


 


1.
Starting from 2009, Party A and Party B will form a long-term strategic
partnership in the national Liquid Coal Pulp market.


 


2.
Pursuant to the provision above, Party A and Party B will explore the
cooperation project of centralized provision of heat to the cities.


 


3.
With Party A’s Liquid Coal Pulp product production base and technology as
foundation and Party B’s patent and proprietary technology as support, Party A
and Party B jointly conduct the development and application of Liquid Coal
Pulp-based coal-mixture fuel technology.


 


4.
With the technology and capital of both Party A and Party B as foundation,
Party A and Party B jointly acquire Liquid Coal Pulp enterprises or develop
Liquid Coal Pulp central heat provision projects.


 


III           Rights and
Obligations


 


1.
Party A and Party B shall both follow the provisions of cooperation with trust
as core and mutual glory or shame as standards.


 


2.
In accordance with the business characteristic of mutual dependency (“fuel
depending on furnace and furnace depending on fuel”), Party A and Party B must
each perform its duty to protect the joint interests with the need of the
customers in the market as the ultimate objective.


 

















 


3.
Party A and Party B shall strictly maintain confidentiality regarding the
business technological secrets and commercial secrets of each during the course
of cooperation and shall not infringe the other’s intellectual property.  Party A and Party B shall bear corresponding
legal responsibility for any damage resulting from disclosure of such secrets
without prior consent from the other party.


 


IV           Miscellaneous


 


1.
This agreement may be amended or supplemented from time to time upon unanimous
consent of Party A and Party B.


 


2.
Any amendment hereof and supplement hereto shall have no effect on the
implementation of the unfinished project, action or plan started prior to the
date of such amendment or supplement.


 


3.
Party A and Party B may draft plans for specific cooperation projects on
condition that they are not inconsistent with the provisions herein.


 


4.
This agreement becomes effective upon the date of its execution.


 


5.
This agreement has one set of quadruplicates, with two to each side and all of
them have the equal legal effect.


 


	
  Party
  A (seal)

  	
  Shaanxi
  Suo’ang Biological Science & Technology Co., Ltd.

  
	
   

  	
   

  
	
  Legal
  Representative:

  	
  (signature
  present)

  
	
   

  	
   

  
	
  Date:
  July 9, 2009

  	
   

  
	
   

  	
   

  
	
  Party
  B (seal)

  	
  Qingdao
  Haizhong Enterprise Co., Ltd.

  
	
   

  	
   

  
	
  Legal
  Representative:

  	
  (signature
  present)

  
	
   

  	
   

  
	
  Date:
  July 9, 2009