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EXHIBIT 10.14
 SINO-FOREIGN EQUITY JOINT VENTURE CONTRACT
 Table of Contents
 
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Chapter 1 General Provisions
        Article 1
  1. Affiliated Company
 2. Approval Authority
 3. Articles of Association
 4. Business License
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5. Confidential Information
 6. Effective Date
 7. Establishment Date
 8. Force Majeure
 9. Management Personnel
 10. Report on Feasibility Study
 Chapter 2 Parties to the Joint Venture and the Joint Venture
 Article 2
    
    The Parties to this Contract are as follows:Party A:
    
    Liaoning Coal Industry Group Co., Ltd.Place of Incorporation: ChinaRegistered Address: No. 13 Xiannongtan Rd. Shenhe District Shenyang CityLegal Representative: Liu ShuyuanPosition: Chairman
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Nationality: ChineseParty B:
    
    RAE Systems (Asia), Ltd.Place of Incorporation: Hong Kong, ChinaRegistered Address: Room 608,6/F Hong Leong Plaza, 33 Lok Yip Road, Fanling, New
Territories, Hong KongLegal Representative: Robert ChenPosition: President and Chief Executive OfficerNationality: U.S.A.Article 3
    
    The Joint Venture
 
 
  Article 4
 Article 5
 Article 6
 Chapter 3 Representations and Warranties of the Parties
 Article 7
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Article 8
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Article 9
 Article 10
 Article 11
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Article 12
  Chapter 4 Total Amount of Investment and the Registered Capital
 Article 13
 Article 14
     Article 15
 Article 16
 Article 17
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Article 18
 Article 19
 Article 20
 Chapter 5 Business Scope and Scale of the Joint Venture
 Article 21
 Article 22
  Chapter 6 Operation Premise of the Joint Venture
 Article 23
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Article 24
 Article 25
 Chapter 7 Responsibilities of Both Parties to the Joint Venture
 Article 26
 1.
    
    Going through all the licenses, approvals, permits and registration formalities
necessary for the operation of the Joint Venture;2.
    
    Guaranteeing the completeness of the business premises and equipments of the
Joint Venture to secure the continuity of the operation;3.
    
    Designating the managers, management personnel, technical personnel and other
working personnel with certain qualifications and actual working experience to undertake
the work of the Joint Venture after being examined and confirmed by the Joint Venture;4.
    
    Ensuring the changes of various qualifications necessary for the Joint Venture;5.
    
    Assisting the Joint Venture to go through the formalities related to the foreign
exchange, customs, industry and commerce and taxation necessary for conducting the
business activities in accordance with the provisions of this Contract; and6.
    
    Assisting the Joint Venture to go through the possible tax reduction, tax rebate
and tax exemption formalities.
 Article 27
 1.
    
    Designating the excellent management personnel and technical personnel to
participate in the management of the Joint Venture upon its request; and2.
    
    Assisting the Joint Venture to explore the overseas market outside China and
introduce advanced foreign technologies and products.
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Chapter 8 Technology Transfer and Confidentiality
 Article 28
 Article 29
 Article 30
 Article 31
 Article 32
 Chapter 9 Management of Technologies, Know-hows and Patents
 Article 33
 Article 34
 Chapter 10 Procurement and Sale of the Joint Venture
 Article 35
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Article 36
 Chapter 11 The Board of Directors
 Article 37
 1.
    
    making decisions on and approving important reports (like production plans,
annual operation reports and capital plans etc.) prepared by managerial departments;2.
    
    approving annual financial statements, income and expenditure budgets and schemes
of annual profit distribution;3.
    
    approving the major rules and regulations of the Company;4.
    
    concluding labor contracts;5.
    
    making decisions on establishing subsidiaries;6.
    
    discussing and approving amendments to the Articles of Association of the Joint
Venture;7.
    
    discussing and making decisions on issues related to the suspension or
termination of the Joint Venture and its merging with another economic organization;8.
    
    making decisions on engaging senior management like the General Manager, Deputy
General Manager, Chief Engineering, Chief Accountant and auditor etc.;9.
    
    taking charge of the liquidation of the Joint Venture at the moment of its
termination and expiration;10.
    
    dealing with other important issues subject to the decision(s) of the Board of
Directors.
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Article 38
 Article 39
  1.
    
    convene and preside meetings of the Board;2.
    
    supervise the implementation of the Boards resolutions;3.
    
    issue the certificate of investment in the Joint Venture;4.
    
    sign and approve the Boards documents and other documents to be signed by the
legal representative;5.
    
    exercise other rights authorized by the Board of Directors.
  Article 40
 Article 41
 1.
    
    amendment to any term of the Article of Association of the Joint Venture;2.
    
    termination and dissolution of the Joint Venture;3.
    
    increase or assignment of the registered capital of the Joint Venture;4.
    
    a merge with or separation from the Joint Venture;5.
    
    the profit distribution scheme of the Joint Venture;6.
    
    any conclusion of a contract with the contract price over RMB 5 million yuan by
either Party to the Joint Venture or its associated person(s);7.
    
    any establishment or revocation of any subsidiary or branch of the Joint Venture;8.
    
    any significant investment or financing by the Joint Venture.
 Article 42
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1.
    
    the engagement, dismissal, remuneration and bonuses of the General Manager,
Deputy General Manager, Chief Engineer, Chief Accountant
and Chief Officer of Human Resources of the Joint Venture;2.
    
    decisions on the budget of, or approval of the final accounts of, the Joint
Venture;3.
    
    any change of the business scope of the Joint Venture;4.
    
    establishment of the managerial organization, structure and key rules and
regulations of the Joint Venture.
 Article 43
    Chapter 12 Business Management
 Article 44
 Article 45
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Article 46
 Article 47
 Chapter 13 Labor Management
 Article 48
 Article 49
 Article 50
 Article 51
 Chapter 14 Annual Operation Plan and Budget
 Article 34
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Article 35
 Chapter 15 Taxation, Three Funds and Profit distribution
 Article 54
 Article 55
 Article 56
 Article 57
 Chapter 16 Financial Affairs and Accounting
 Article 58
 Article 59
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Article 60
 Article 61
 1.
    
    In the first five days after the end of each fiscal year, the Joint Venture shall
prepare and provide the balance sheet as of the fiscal year and the profit and loss
statement and statement of cash flow of the fiscal year that has just ended before they
are audited.2.
    
    In the first five days after the end of each fiscal quarter, the Joint Venture
shall prepare and provide the balance sheet as of the fiscal quarter and the profit and
loss statement (of the quarter and current year) before they are audited.3.
    
    In the first five days after the end of each month, the Joint Venture shall
prepare and provide the profit and loss statement of the month and report on the
financial results estimated for the coming period of current fiscal quarter, including
but not limited to the number of staff, revenue, balance of cash and expenditure.4.
    
    Should the Joint Venture fails to provide the said statements and reports on
time, it shall arrange schedule to provide the statements and reports after their
expiration.
 Article 62
  Chapter 17 Bank Account and Foreign Exchange
 Article 63
 Article 64
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Chapter 18 Confidential and Non-Competition Provisions
 Article 65
  Article 66
 Chapter 19 The Term of the Joint Venture
 Article 67
 Article 68
 Chapter 20 Early Termination
 Article 69
 1.
    
    If either Party is ordered by any pertinent governmental authority to suspend
operation, is dissolved for liquidation, or goes bankrupt, such Party shall have the
right to terminate this Contract by serving a termination notice;2.
    
    If either Party is in serious breach of this Contract or the Articles of
Association, rendering the Joint Venture unable to continue its
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operations or to realize the operation goals stipulated hereunder, then the
performing Party shall have the right to terminate this Contract by serving a
termination notice;3.
    
    If both Party A and Party B agree that the termination of the operation of the
Joint Venture is to the greatest interests of both Parties, the operation of the Joint
Venture may be early terminated; the early termination of the operation of the Joint
Venture requires the unanimous approval of the Board of Directors and the approval of
the Approval Authority originally approving this Contract;4.
    
    If an event of Force Majeure prevails for more than 90 days, rendering the Joint
Venture unable to continue its operations, then, with the unanimous approval of the
Board of Directors and the approval of the Approval Authority originally approving the
Contract, the Joint Venture may be early dissolved.
 Chapter 21 Dissolution and Liquidation
 Article 70
 Article 71
 Article 72
 Article 73
 Article 74
 Chapter 22 Liability for Breach of Contract
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Article 75
 Article 76
 Article 77
 Article 78
 Article 79
 Article 80
 Chapter 23 Force Majeure
 Article 81
 Chapter 24 Applicable Law
 Article 82
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Chapter 25 Special Provisions
 Article 83
 Article 84
  Article 85
 Chapter 26 Settlement of Disputes
 Article 86
 Chapter 27 Language
 Article 87
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Chapter 28 Effectiveness of the Contract and Miscellaneous
 Article 88
 Article 89
 Article 90
 Article 91
 Article 92
  Article 93
 Article 94
 Article 95
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Signature Page:
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