Exhibit
      10.1





LongHua
      county BIOMASS ENERGY


Power
      plant Project


Investment
      and Construct AGREEMENT





















(CHINA
      POWER INC)




Party
      A:
      LongHua government




Party
      B:
      BeiJing JinRenTaiHe Trade Ltd.




CHINA
      POWER INC. USA




2007/10/10









Party
      A:
      LongHua government




(Party
      A)




Party
      B:
      BeiJing JinRenTaiHe Trade Ltd.




CHINA
      POWER INC. USA




(Party
      B)




According
      to continuing development strategy and circulation economy building
      requirements, for accelerating the utility of renewable resource, whereas Party
      A has plenty of biomass resource , including corn - straw, whereas Party B
      has
      the ability to invest and build BIOMASS ENERGY power plant with technology
      and
      financing, both of the party agree to the following THIS AGREEMENT FOR FURTHER
      cooperation of investment and building BIOMASS ENERGY power plant,
      after  friendly negotiation and fieldwork demonstration, BOTH PARTIES
      HAVE REACHED AGREEMENT/TERMS AS FOLLOWING:




Project
      Scale




According
      to Party A’s authorized areas and the development plan for straw ( CORN) and
      uncultivated mountain resource, Party B invest to build a BIOMASS ENERGY Power
      plant, which can treat BIOMASS /STRAW FOR 1000 ton/day and generate electricity
      POWER FOR 50 MW (= 2×25,000 KW),
      the total
      INVESTMENT is about RMB 580 million Yuan ( CHINA CURRENCY) and named the project
      as “LongHua GREEN ENERGY CO. LTD /LongHua Biomass ENERGY power
      plant”.




Construction
      Location









After
      field work/trips, this BIOMASS ENERGY power plant is located at LongHua county
      TangTouGou Town LuoYing village. TOTAL LANDS POSITION IS 200 MU ( 1 MU = 667
      SQ.METERS)




Construction
      Time




December
      30, 2009




UPON
      FURTHER GOVERNMENT’S APPROVAL FOR CONSTRUCTION FOR THIS BIOMASS ENERGY PROJECTS,
      THE TOTAL CONSTRUCTION TERM IS 2 YEARS. THE EXPECTED/ESTIMATED COMPLETION FOR
      THE FULL CONSTRUCTION FOR FULLY PRODUCTION FOR THIS BIOMASS PROJECT IS
      BEFORE  DEC. 30 2009.


Both
      Responsibility









Party
      A
      Responsibility:




1.It has the responsibility to negotiate with country、province  and
      ChengDe City charge department, according to both of the party assurance
      content, which includes construction scale、water consume
      capacity、terra
      impropriating acreage、environmental
      protection standard、electrovalence、net
      electrical  capacity、nationality
      prescribe
      and project constriction scheme, after Party B supporting related files, Party
      A
      will complete project approving procedure and terra expropriation documents
      and
      assist to transact else related department necessary approve document and
      procedures.




2.
      It has
      the responsibility to negotiate with each department and assist Party B to
      transact with registration of main body company in the project. It should
      complete prophase related work of the approved project.




3.
      All of
      the official preferential policy from country province ChengDe City and LongHua
      county Party A should give to Party B according to the most preferential policy
      taking non- repeatedly Cancel the administration charge in county self-class
      during the time of Part B construction period (Excluding necessary charge).
      ASSIST TO NEGOTIATE TO ACHIEVE FOR ALL THE city class/ departments related
      charges will be reduced to the minimum with the best benefit.




4It
      has the
      responsibility to get THE APPROVAL FROM THE STATE GOVERNMENT AS RELATED POLICIES
      APPROVED  FOR THE the reasonable electrical capacity /electricity
      prices




5
The
      BIOMASS ENERGY power plant has the total lands position for  200 MU (
      1MU = 667 SQ.METERS), according to the STATE GOVERNMENT POLICIES FOR INDUSTRIAL
      LANDS, the lowest charge for industry LANDS is RMB 56,000 Yuan/Mu , for
      encouraging Party B’s further investment, Party A agrees to pay for 26,000 Yuan
      /MU for party B. After approv 1 from the PROVINCIAL GOVERMENT, Party A should
      pay RMB 8.2 million Yuan, Party B should pay RMB 3 million Yuan in advance
      to
      the ordained account to declare glebe / lands ownership / rights. After province
      approving and sending to county, Party B pay the left RMB 2.2 Yuan to Party
      B in
      one time, Party A should provide Party A the lands / 200 m u 'scertificate in 90 days, Party B will possess the 200 M U LANDS right
      for
      50 years AS STATE GOVERMENT LANDS POLICY.













6
After
      THIS BIOMASS ENERGY COMP LETED INTO FULL PRODUCTION, IN THE 1ST YEAR PRODUCTION
      FOR ELECTRICITY POWER, PARTY A'S FINANCE DEPARTMENT WILL PAY BACK FOR THE 10%
      OF
      THE TOTAL TAX PAID BY PARTY B-BACK TO PARTY B: MAINLY TO PAY BACK TO PARTY
      B:
      WHICH PARTY PAID FOR THE LANDS (200MU) COST: 5,200,000 YUAN FROM PARTY B AND
      10-15MU LANDS (FOR STRAW-CORN) BASE) COST FOR 1,500,000 YUAN-2,000,000 YUAN:
      TOTAL 6,700,000-7,200,000 YUAN: RESULTS: THE TOTAL LANDS FOR THE PARTY B:20
      MU
      PLUS 10-15MU=215 MU LANDS WILL BE TOTALLY "FREE OF CHARGE" EVENUTUALLY: AFTER
      THE PARTY A: PAYING BACK THE TAX TO PARTY B: BENEFICIAL POLICIES FOR BIOMASS
      ENERGY PROJECTS.




7
      It has
      the responsibility to complete the construction of extending in four directions
      and one plane of the project address, according to the construction schedule.
      It
      also has to harmony using naturally after producing running.




8
      Party A
      should assist Party B to achieve / obtain for additional 10-15mu (1mu=667
      sq.meter) lands as the BASS TO GROW STRAW REPIDLY: LANDS RIGHTS FOR 50 YEARS:
      COST FOR 1,500,000-2,000,000 YUAN WILL BE PAID FOR BY PARTY B, AND PARTY A
      WILL
      RESPONSIBLE FOR GETTING / APPROVAL / OBTAINING THE LANDS: ANY COAST FURHTER:
      PARTY A WILL ALSO Assist to HAVE THIS BIOMASS ENERGY PROJECTS TO BE APPROVED
      /
      INCLUDED INTO "CHINA STATE GOVERMENT SUPPORTING PROJECTS", AND ALSO TO HAVE
      FURTHER GOVERMENT RELATED POLICIES' SUPPORTS.




9
      After
      THE full completion / production of this BIOMASS ENERGY power plant, according
      to (The people's republic of china solid rubbish enviroment prevention and
      cure
      law), following law, to forbid the action / BEHAVIORS FOR burning the cORN-
      straw in the county, PARTY A promises TO PROVIDE PARTY B WITH "STRW RESOURSES
      SUPPLY "FOR THIS BIOMASS ENERGY PROJECTS, AND ALSO ASSIST TO ESTABLISH
      "STRAW-FUEL"'S PURCHASING-CONSOLIDATION-TRANSPORTATION-NET: TO ENSURE FOR THE
      PLENTY B'S BIOMASS ENERGY PROJECTS.





10
      During the construction period of BIOMASS ENERGY power plant, Party A permits
      Party B to make well on the construction ground for construction consuming
      water. Before completing of the BIOMASS ENERGY power plant, Party A RESPONSE
      FOR  providing wellhead wells, which PROVIDE WITH 4000 ton water per
      day, and transposition pipelines, confirm offering water to the industry after
      the industry running, free for water charge in FIRST three years. Beginning
      at the fourth year, water resource charge is RMB 40 thousand Yuan/ year. IN
      any
      three years periods,  Party A ensure the water price's adjustment will be
      not higher than 10% ( inflation for water price)









11
      It is
      pledged that Party B as the sole company, which has the power to investigating
      and constructing to  EXECUTE / DEVELOPMENT THE  BIOMASS ENERGY power
      plant in LongHua county; AGREE TO not have any similar BIOMASS ENERGY PROJECTS
      IN LONG-HUA COUNTY (EXCLUSIVE RIGHTS).




12During
      the period of
      construction / DEVELOPMENT OF THIS BIOMASS ENERGY PROJECTS, Party A has the
      responsibility to COORDINATION FOR THE environments ISSUES.




Party
      B
      Responsibility:




1
      After
      THIS AGREEMENT SIGNED FOR EFFECTIVE, Party B should arrange to prepare FOR
      construct and preparation work of the BIOMASS project
      immediately.




2
      It
      should cooperate with Party A actively, to complete project related document
      workout and project approving apply report environment appraise locations
      selecting and etc.




3
      PARTY B
      WILLresponsible
      TO PROVIDE RBM1.65
      million Yuan TO PARTY A FOR FURTHER FULL COMPLETION GOVERMENT approving
      procedure and documents FOR THIS BIOMASS PROJECTS: PARTY B'S BIOMASS PROJECT
      CONSTRUCTION PERMITS / APPROVAL WITHIN half of the year.









Project
      construction charge will raise money by Party B. organization and construction
      of Project Company will complete register and etc. procedure following related
      require.




Party
      B
      ENSURE to use RICHWAY'S NEWEST-CAPS heat decompose technology to build
      BIOMASS ENERGY power plant and ENSURE TO MEET WITH the
      requirement of nation a 1 environment protectionstandards : for sewage
      tail
      gas and waste residue letting.




6It
      ensures to provide
      / support BIOMASS ENERGY power plant:with technologies and equipments for
      this BIOMASS, AND ALSO WITH THE project design and production technology
      technical flow testing checking and etc. Technologies, that all accords to
      this
      Agreement requires production quality and production ability /
      capacity.




7It
      has the
      responsibility on scene construction、equipment installation
      debugging and test production.




8It
      responds on
      recruiting eligible employee and pledges this power plant equipment running
      in
      normal condition and all maintain and maintenance works. At the normally running
      time of this factory, Party B should pledge there was an eligible
      high-QUALITY- employee group.




9It
      assumes all
      water、electricity
      gas and communication charges in this factory.




10
      PARTY
      B will responsible for its own investments / debts / obligations, as well as
      PROFITS, RISK / LOSS.




11
      Within
      THE BIOMASS PROJECTS LANDS AREAS, it has
      the right to
      construct projects WHICH ARE related to this biomass energy
      project.




ANY
      OTHER
      ISSUES NEED TO BE DEFINED, BOTH PARTIES CAN SIGN / EXECUTE FURTHER ADDITIONAL
      AGREEMENTS: ALL WILL BE LEGALLY EFFECTIVE.




This
      agreement has six ORIGINAL


COPIES,
      Party A holds two ORIGINAL


COPIES
      and Party B holds four ORIGINAL


COPIES.






Party
              A:
            
            
            Party
              B:LongHua
              County  civil government
            
            
            BeiJing
              JinRenTaiHe Trade Ltd.(CHINA
              POWER INC)/s/
            
            
            /s/Name
            
            
            NameTitle
            
            
            Title




October
        10,2007