COAL-BED
METHANE (CNG) SUPPLY AGREEMENT




Party A:
              JIYUAN
      SALES BRANCH OF JINCHENG MINGSHI COALBED METHANE UTILIZATION CO.,
      LTD




Party B:
              XI’AN
      XILAN NATURAL GAS CO., LTD




Contract
date: March 20, 2008




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Party A:
              JIYUAN
      SALES BRANCH OF JINCHENG MINGSHI COALBED METHANE UTILIZATION CO.,
      LTD




Party B:
              XI’AN
      XILAN NATURAL GAS CO., LTD




Based on
the principle of honesty, creditability, fair and mutual benefit, after
sufficient consultation, both parties have reached the following
agreement:





Article 1: Party A
agrees to provide coal-bed methane to Party B by the CNG
method.





Article 2: Gas supply
period


Term:
From April 1, 2008 to March 31, 2013





Article
3: Transfer mode and gas quantity


Party A
will be responsible to transport the coal-bed methane to Party B’s CNG station
and connect to its equipments.





Article
4: Quality of the coal-bed methane


The
coal-bed methane provided by Party A to Party B at the delivery place shall
conform to the relevant technical standard related to standard GB17820-1999. The
minimum low calorific value is 8150 kcal.


Project
                              Technical  IndicatorsMethane
                              More
      than 93%Gross
      calorific value, MJ/m3
                              More
      than 31.4Ethane
                              TraceHydrogen
      sulfide
                              Less
      than 6 mg/ Nm3Sulfur
      dioxide
                              Below
      3.0%Low
      calorific value
                              More
      than 8100 caloriesDew
      point of water
                              Under
      pressure and temperature at the delivery location, at least 5 degrees
      higher than the lowest environmental temperature.




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Article
5: Price of coal-bed methane


The
settlement of coal-bed methane should be in accordance with Party A's upstream
gas supply.  Considering the strategic cooperation relationship with
Party B, the price during the contract period should be RMB 1.75/m3





Article
6: Settlement


The
parties shall settle the account monthly based on actual usage.





Article
7: Responsibilities and obligations


1. Party
A’s responsibilities and obligations


(1) Party
A should provide steady supply of qualified gas to Party B in accordance with
the provisions of this contract, and Party A is responsible for the safety in
the period from the time the car leaves the compressed station till the
unloading of natural gas at Party B’s station.


(2) Other
than the annual maintenance of the equipments, Party A also needs to perform
regular maintenance for the power lines and equipments to guarantee the normal
supply of gas; if Party A needs to suspend gas supply due to regular
maintenance, it shall send a written notice one or two days in advance to Party
B so that Party B will have adequate time for preparation before the gas supply
is suspended.


(3) Party
A shall notify Party B, as soon as possible, for sudden failure of lines and
equipments or other breakdown (non-force majeure) causing suspension of gas
supply.


2. Party
B’s responsibilities and obligations


(1)
            Party
      B shall timely settle the payment with Party A in accordance with the
      provisions of this contract. If Party B fails to do so, from the second
      day of the deferred payment, Party B shall pay 0.05% of accounts payable
      per day as the penalty. If Party B delays the payment for more than 15
      days, Party A will reduce the quantity of daily gas supply, and will not
      guarantee minimum supplies; all of the consequential losses shall be borne
      by Party B.


(2)
            Party
      B should give Party A written notice 3 to 5 days in advance regarding any
      regular maintenance. When the maintenance finishes, Party B shall deliver
      written notice to Party A 3 to 5 days in
  advance.


(3)
            Party
      B shall provide written notice to Party A for any sudden failure of
      devices and equipments and operation breakdown causing suspension of gas
      supply (non-force majeure).





Article
8: Confidentiality


From the
date of execution of this contract until 5 years after the expiration of this
contract, the contract terms and any relevant information shall be kept
confidential in accordance with this agreement. Without the prior written
consent of the other party, either party shall not disclose the terms of this
contract in whole or in part to a third party. Party at default shall bear all
the economic losses caused.


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Article
9: Responsibility of breach of contract


If either
party is unable to perform the contract due to the breach of theagreement,the partyat defaultshallbeliable tocompensate the other party for the
losses caused.





Article10:
Force majeure


Prompt
notice shall be issued to the other party, in the event of force majeure events,
such as war, earthquake, flood, sabotage, restriction and prohibition on roads
implemented by relevant departments, traffic accident, bad weather which affects
transportation, natural disasters etc. Supporting evidence should be provided
within a reasonable period and remedial measures should be implemented to
minimize the damages caused.


If one
party fails to fulfill the contract due to force majeure, some or all of the
responsibility could be waived depending on the impact of the force
majeure.





Article
11: Other matters


1. In the
event of disputesbetweentheparties, the disputesshallbe resolved through
consultation;andifsuchconsultationfails,eitherparty hastheright to bring the dispute tothe
Jincheng People's Court.


2. During
the contract period, both parties shall not assign the rights and obligations
under this contract.


3. All
notices and other communication between the parties must be delivered and
confirmed in written form.


4.  Any
matters not mentioned in this agreement shall be settled through negotiations
between the parties. The supplementaryprovisions are
equally effective.





Article
12:


This
contract is executed in quadruplicate, and each party holds two
copies.





Article
13:


The
contract effective date and validity: This contract shall come into force after
the signing and sealing of both parties.





Party A:JIYUAN
      SALES
              
              Party B:XI’AN
      XILANBRANCH
      OF JINCHENG
              
              NATURAL
      GAS CO., LTD (seal)MINGSHI
      CBM
              
              Cao
      Lixia (signaure)UTILIZATION
      CO., LTD (seal)
              
              March
      20Zhao
      Chengbin(signaure)




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