**Exhibit
      10.3**





TAIHU
      BIOMASS ENERGY POWER PLANT/PROJECT INVESTMENT CONSTRUCTION
      AGREEMENT














PARTY
      A:
      CHINA ANHUI TAIHU GOVERNMENT


PARTY
      B:
      (CHINA POWER INC) (USA)






OCT
      28
      2007









PARTY
      A:
      CHINA ANHUI TAIHU GOVERNMENT


PARTY B: (CHINA
      POWER INC.) (USA)




According
      to further development & demands strategically and economically, further
      speedy development on RENEWABLE RESOURCES’S USE, AS PARTY A has very much RICH
      BIOMASS RESOURCES, INCLUDE STRAW, and AS PARTY B has the ability to invest
&
construct & develop the STRAW – BIOMASS ENERGY POWER PLANT, both parties
      agree on the terms for further construct and development for the BIOMASS ENERGY
      PROJECTS/POWER PLANT as following terms:




1.
      BIOMASS PROJECTS SCALES:


BASED
      ON
      PARTY A’S AUTHORIZED AREAS and BASED ON THE STRAW & MOUNTAINS RESOURCES
      PLANNING, PARTY B WILL INVEST & CONSTRUCT THE BIOMASS ENERGY POWER
      GENERATION PLANT WITH POWER CAPACITY FOR 2X25 MW = 50 MW, BIOMASS 1000 ton/day;
      total investment for 580 millions RMB, BIOMASS PROJECT NAMED AS “ ANQIN
      AMERICA-CHINA GREEN ENERGY CO.LTD./TAIHU BIOMASS ENERGY POWER
      PLANT”.









2.
      CONSTRUCTION LOCATIONS


WITH
      INVESTIGATINS, THE “ ANQIN AMERICA-CHINA GREEN ENERGY CO.LTD./TAIHU BIOMASS
      ENERGY POWER PLANT” WILL BE LOCATED IN TAIHU COUNTY – JIN-XI ZHENG, WITH LANDS
      POSITION FOR 200 MU ( 1MU = 667 SQ.METER)




3.
      CONSTRUCTION TIME:


THE
      BIOMASS PROEJCT WILL BE FORMALLY EXECUTED AS THE TAIHU GOVERNMENT APPROVAL
      AS
      THIS AGREEMENT. CONSTRUCTION PERIODS FOR 2 YEARS, AND EXPECTED TO BE COMPLETED
      BEFORE/AROUND JUNE, 30 2010.




4.
      BOTH
      PARTIES RESPONSIBILITIES




PARTY
      A’S
      RESPONSIBILITIES




1.
      PARTY
      A WILL BE RESPONSIBLE FOR COORDINATIONS WITH STATE, PROVINCIAL AND CITY
      GOVERNMENT, ACCORDING TO THE BIOMASS PROJECTS CONSTRUCTION & DEVELOPMENT
      SCALES, WATER SUPPLY/USE QUANTITIES, ENVIRONMENT PROTECTION REQUIREMENTS,
      ELECTRICITY PRICE, QUANTITIES OF THE ELECTRICITIES POWER TO STATE GRID, AND
      STATE GOVERNMENT’S PLANNING AND POLICIES, PARTY A WILL PROVIDE PARTY B WITH “
FREE OF CHARGE” SERVICES TO HAVE ALL THE GOVERNMENT’S APPROVAL AND PROPER
      GOVERNMENT PROCESSING/PROCEDURES FOR FURTHER CONSTRUCTION AND DEVELOPMENT FOR
      THIS BIOMASS ENERGY PROJECT (50 MW).









2.
      RESPONSIBLE FOR COORDINATE WITH RELATED GOVERNMENT DEPARTMENTS, AND FREELY
      PROVIDE TO PARTY B WITH THE SERVICES FOR THE BIOMASS PROJECTS COMPANY’S LEGAL
      REGISTRATION AND AFTER APPROVAL’S STAGE WORKS/PROCESSING.




3.
      ACCORDING TO STATE, PROVINCIAL, CITY GOVERNMENT’S BENEFICAL POLICIES, PARTY A
      WILL PROVIDE TO PARTY B WITH THE BEST TERMS FOR STATE, PROVINCIAL, CITY
      GOVERNMENT’S BENEFICAL POLICIES. ALSO PROVIE TO PARTY B DURING THE CONSTRUCTION
      PERIOD FOR THE FREE GOVERNMENT –COUNTY FEES, AND CITY LEVEL WITH THE BEST
      BENEFICAL POLICIES.




4.
      RESPONSIBLE FOR STATE GOVERNMENT’S POLICIES PROTECTED : FAIR “ELECTRICITY PRICE
      ( 0.60 RMB /KW/H)”WITH STATE GRID.




5.
      PROVIDE WITH PARTY B FOR 200 MU ( 1MU = 667 SQ.METER) LANDS FOR THE BIOMASS
      ENERGY PROJECTS/FACILITIES, ACCORDING TO THE STATE GOVERNMENT POLICIES FOR
      THE
      INDUSTRIAL LAND POLICIES, UPON THE COMPLETION FOR THE GOVERNMENT APPROVAL FOR
      FORMAL CONSTRUCTIONS, TO PRE-PAY FOR THE LAND COST AS:


56,000
      RMB PER MU LAND TO THE GOVERNMENT TAIHU COUNTY; AFTER THE FULL CONSTRUCTION
      COMPLETION FOR THE BIOMASS PROJECTS/PLANT, TAIHU COUNTY GOVERNMENT GURRANTTE
      TO
      RETURN TO THE PARTY B FOR ALL


THE
      LANDS
      COST: AS THE POLICY: FREE LANDS SUPPLY/USE TO PARTY B. THE 200 MU LAND TO PARTY
      B FOR THE BIOMASS ENERGY PROJECTS/PLANT HAS 40 YEARS RIGHTS/LEGAL
      CERTIFICATE.









6.
      PARTY
      A WILL PROVIDE TO PARTY B NOT ONLY WITH : UPON COMPLETION OF CONSTRUCTION:
      1-2
      YEARS: FREE OF TAX, 3-5 YEARS: 50% TAX; AFTER THAT : PARTY A PROVIDE WITH MORE
      TO PARTY B: TAX RATE: 50% X 50% = 12.5% AS THE ENTERPRISE DEVELOPMENT FUNDS
      TO
      PARTY B.




7.
      RESPONSIBLE FOR BIOMASS PROJECTS CONSTRUCTION AND FORMAL SMOOTHLY
      OPERATIONS.




8.
      PARTY
      A SUPPORT /ASSIST PARTY B WITH ARRANGMENT IN ITS AUTHORIZED AREAS WITH THE
      ARRANGEMENT TO PARTY B FOR THE ADDITIONAL 10-15 MU LANDS AS THE BIOMASS/STRAW
      PLANTS BASE: THIS 10-15 MU LAND AS STRAW SUPPLY/BASE FOR 40 YEARS RIGHTS/LEGAL
      RIGHTS. PARTY A ASSIST PARTY B TO BE COVERED BY STATE GOVERNMENT
      SUPPORTING/BENEFICAL PROJECTS AND TO HAVE THE STATE GOVERNMENT POLICIES
      SUPPORTS/BENEFITS.




9.
      UPON
      THE BIOMASS ENERGY POWER PLANT COMPLETION AND GENERATE THE ELECTRICITY POWER,
      ACCORDING TO GOVERNMENT’S ENVIRONMENT PROTECTION POLICIES TO PROHIBIT BURNING
      THE BIOMASS/STRAW, AND GUARANTEE THE STRAW/RESOURCES TO  PARTY B’S
      BIOMASS PROJECTS, AND ALSO ASSIST PARTY B’S FURTHER STRAW/RESOURCES’ SUPPLY
      /TRANSPORTATION SYSTEM.




10.
      PARTY
      A REPONSIBLE FOR COORDINATE /SUPPLY FOR THE WATER/RESOURCES/PIPELINE. PARTY
      B
      WILL RESPONSIBLE FOR THE WATER SUPPLY PIPELINE CONSTRUCTION, UPON THE COMPLETION
      FOR THE BIOMASS ENERGY POWER PLANT. PARTY A WILL RETURN TO THE PARTY B FOR
      THE
      COST FOR THE CONSTRUCTION OF WATER SUPPLY PIPELINE. AND ALSO PARTY A GUARANTEE
      THE WATER SUPPLY TO PARTY B’S BIOMASS ENERGY POWER PLANT.




11.
      PARTY
      A PROVIDE PARTY B WITH THE LEGAL EXCLUSIVE RIGHTS FOR THE CONSTRUCTION
      /INVESTMENT /OPERATION ON THIS BIOMASS ENERGY POWER
      PLANT/PROJECT.  PARTY A GURRANTEE NO MORE OTHER SIMILAR BIOMASS
      PROJECT IN THE TAIHU COUNTY TO ENSURE THE PARTY B’S EXCLUSIVE
      RIGHTS.




12.
      IN
      PARTY B’S FURTHER PROCESSING AND CONSTRUCTION PERIOD, PARTY A IS RESPONSIBLE FOR
      COORDINATIONS AND ALL THE ENVIRONMENTAL ISSUES.









PARTY
      B’S
      RESPONSIBILITIES




1.
      UPON
      THIS AGREEMENT FORMALLY SIGNED/EFFECTIVELY, IMMEDIATELY ARRANGE FOR THE
      PREPARATION FOR THE BIOMASS PROJECTS PREPARATION AND WORKS.




2.
      ACTIVELY COORDINATE WITH PARTY A TO COMPLETE FURTHER BIOMASS PROJECTS FURTHER
      CONSTRUCTION APPROVAL/GOVERNMENT APPROVAL, ETC.




3.
      UPON
      THE BIOMASS PROJECTS CONSTRUCTIONS APPROVAL BY THE GOVERNMENT, START TO FURTHER
      SECURE FOR THE LANDS POSITIONS AND PAY FOR THE COST OF THE LANDS AS
      SUPPLIED/PLANNED.




4.
      PARTY
      B WILL BE RESPONSIBLE FOR THE COST FOR THE BIOMASS ENERGY PROJECT/PLANT
      CONSTRUCTION COST AND RAISE THE CAPITALS FOR THE INVESTMENT AND CONSTRUCTIONS.
      FORM/REGISTER LEGALLY FORMALLY FOR THE BIOMASS ENERGY PROJECT/PLANT COMPANY
      LOCALLY LEGALLY AS CHINA LAWS.




5.
      PARTY
      B GUARANTEE TO USE THE MOST ADVANCED TECHNOLOGY TO CONSTRUCT/DEVELOP THIS
      BIOMASS ENERGY POWER PLANT/PROJECT, AND ALSO GUARANTEE FOR THE ENVIRONMENTAL
      PROTECTIONS AS THE CHINESE GOVERNMENT ENVIRONMENT PROTECTIONS
      REQUIREMENTS.




6.
      ENSURE
      TO PROVIDE WITH ALL THE TECHNICAL DESIGN/CONSTRUCTIONS/EQUIPMENTS, ENGINEERING
      DESIGN FOR THE CONSTRUCTION AND POWER GENERATIONS FOR THE BIOMASS ENERGY
      PROJECTS. ENSURE
      FOR THE CONSTRUCTIONS, EQUIPMENTS , ADJUSTMENTS AND OPERATION AND POWER
      GENERATIONS.









7.
      ENSURE
      FOR THE HIRE PROFESSIONAL EMPLOYEE TEAM, AND ENSURE FOR THE FORMAL OPERATIONS
      AND MAINTANENCE AND PROTECTIONS. ENSURE TO HAVE HIGHER QUALITY EMPLOYEE
      TEAM.




9.
      RESPONSIBLE FOR THE BIOMASS ENERGY POWER PLANT/PROJECTS: THE COST OF WATER
      SUPPLY, ELECTRICITY SUPPLY, GAS SUPPLY AND COMMUNICATION SUPPLY




10.
      PARTY
      B WILL PROVIDE INVESTMENT FOR THE CONSTRUCTION  THE BIOMASS ENERGY
      PROJECT. TAKE THE RESONSIBILITIES FOR ITS OWN DEBTS/RISKS/LOSS.




12.
      IN
      THE LANDS PROVIDED BY PARTY A TO CONSTRUCT ONLY RELATED TO THE BIOMASS ENERGY
      PROJECTS FACILITIES.


IF
      THERE
      IS ANY NO-DETERMINED TERMS IN THIS AGREEMENT, BOTH PARTY AGREE TO SIGN/EXECUTE
      FURTHER AGREEMENTS, ALL WILL HAVE LEGAL RIGHTS/LEGALLY EFFECTIVE.




THIS
      AGREEMENT HAVE 6 ORIGINAL COPIES: EACH PARTY HAVE 3 ORIGINAL
      COPIES.




PARTY
                A: CHINA ANHUI TAIHU GOVERNMENT
            
            
            (CHINA
              POWER INC)PARTY
              B: CHINA POWER, INC. (USA)EXECUTIVE
              GOVERNOR
            
            
            AUTHORIZEDSIGNED/SEALED
            
            
            SIGNED/SEALED/s/
            
            
            /s/Name
            
            
            NameTitle
            
            
            Title






DATE:
      OCT
      28 2007