Independent
Director Agreement





This
INDEPENDENT DIRECTOR AGREEMENT is made and entered into as of January 1, 2008,
by and between China Natural Gas (“company”) and Zhiqiang Wang.





Whereas,
the Company desires to engage the Independent Director, and the Independent
Director desires to serve,as a non-employee direcor of the Company,subject
to the terms and conditions contained in this Agreement.





NOW,
THEREFORE, the Company and Independent Director, intending to be legally bound,
hereby agree as follows:




1、The Governance and
Appointment Committee is responsible for, among other things:


Supervising,
reviewing and making recommendations on Corporate Governance Policies, and
recommending candidates to the company's Board of Directors.





2、SERVICES OF
INDEPENDENT DIRECTOR


While
this Agreement is in effect, the Independent Director shall perform duties as an
Independent Director and chairman of Governance and Appointment Committee of the
Company, and will be compensated and reimbursed in accordance with Schedule A
attached hereto, subject to the following:


(1)
            Select
      and recommend directors to the Board of
  Directors


(2)
            Evaluate
      regularly the Board members' work capacity, including the decentralization
      of professional experience, as well as technology, finance, marketing,
      business, financial reporting skills, and other specialties that are
      important to the Board.


(3)
            Assess
      and provide appropriate amendments related to the company's governance
      policies to the Board of Directors
  regularly.


(4)
            Have the right to terminate the
      company's management directly for the successful completionof
      duties.


(5)
            Carry
      out other related duties identified by the Board of Directors that in line
      with the Commission Charter, the Articles of Associations, and other
      relevant laws.


(6)
            Assess
      the adequacy of the Commission Charter and make recommendations to the
      Board of Directors regularly.


(7)
            Report
      the major issues in the Committee meeting to the Board of
      Directors


(8)
            Review
      and re-assess the adequacy of the Statute of Governance and
      Nomination Committee annually.


(9)
            Carry
      out other matters appointed to the Governance and Nomination Committee by
      the Board of Directors.


(10)
            Report
      to the entire Board of Directors
periodically


(11)
            The
      Independent Director will perform services as are consistent with the
      Independent Director’s position with the Company, as required and
      authorized by the By-Law and Certificate of Incorporation of the Company,
      and in accordance with high professional and ethical standards and all
      applicable laws and rules and regulations pertaining to the Independent
      Director’s performance hereunder, including, but not limited to, laws,
      rules and regulations relation to a public
  company.


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(12)
            The
      Independent Director is responsible for tax issues relating to the
      compensation paid by the Company to the Independent Director under this
      agreement.


(13)
            Any
      money owed by the Independent Director to the Company will be deducted
      from the director’s salary.





3、COMMITTEE
MEETINGS





The
Committee will hold meetings regularly in order to fulfill its duties. All
members of the meeting in the majority will constitute the adoption of any
resolution. All committee meetings shall comply with Delaware laws (including
the requirements on the minimum number of committee members,
vote / resolution). Meeting records shall be kept for every committee
meeting.





4、REQUIREMENTS OF
INDEPENDENT DIRECTOR


During
the term of Independent Director’s service to the Company hereunder, Independent
Director shall observe all applicable law and regulations relating to
independent director of a public listed company as promulgated from time to time
and shall not:


(1)
            Become
      an employee of the Company or its
Subsidiary;


(2)
              Accept,
      directly or indirectly, any consulting, advisory, or
      other   compensatory fee from the company other than the
      Director salary.


(3)
              Become
      an "affiliated person" of the company or its
  Subsidiary.


(4)
              Have
      any interest in any business activities with the Company or its
      Subsidiary, for which disclosure would be
  required.


(5)
              Be
      engaged in a business relationship with the Company or its Subsidiary, for
      which disclosure would be
required.





5、REPORT
OBLIGATION


While
this Agreement is in effect, the Independent Director shall immediately report
to the Company in the event:


(1)
              The
      Independent Director knows or has reasons to know or should have known
      that any of the requirements specified in Section 3 hereof is not
      satisfied or is not going to be satisfied;
and


(2)
              The
      Impendent Director simultaneously serves on the Audit Committee of any
      other public company.





6、TERM AND
TERMINATION


The term
of this Agreement and the Independent Director’s services hereunder shall be two
years from the Effective Day, unless terminated as provided for in the section.
This agreement and the Independent Director’s services hereunder shall terminate
upon the earlier of the following:


(a)
            The
      expiration of the Independent Director’s term as a director of the
      Company;


(b)
              The
      removal of the Independent Director as a director of the Company, upon
      proper board action or stockholder action, in accordance with the Articles
      of the Associations and applicable
laws;


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(c)
              The
      resignation of the Independent Director as a director of the Company upon
      written notice to the board of Directors of the Company;
  or


(d)
              The
      termination or this Agreement by the Company, in the event that any of the
      requirements specified in Section 2 hereof is not satisfied, as determined
      by the Company in its sole
discretion.





7、LIMITATION OF
LIABILITY.


In no
event shall the Independent Director be individually liable to the company or
its stockholders for any damages for breach of fiduciary duty as an independent
director of the Company, unless the Independent Director’s act or failure to act
involves intentional gross misconduct, fraud, criminal acts or a knowing
violation of law.





8、INSURANCE


The
Company may obtain and maintain a policy or policies of director and officer
liability insurance, of which the Independent Director will be named as an
insured, providing the Independent Director with coverage for indemnifiable
amounts and/or indemnifiable expenses in accordance with said insurance policy
or policies.





The rules
and regulations of the Company notified to the independent director, from time
to time, apply to the Independent Director. Such rules and regulations are
subject to change by the Company in its sole discretion. Notwithstanding the
foregoing, in the event of any conflict or inconsistency between the terms and
conditions of this Agreement and rules and regulations of the Company, the terms
of this Agreement control.





China
      Natural Gas,Inc.
              Independent
      Director/By/
              /By/





Name:
      Qinan Ji
              Name:
      Zhiqiang WangTitle:
      CEO & Chairman


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SCHEDULE
A





I.  POSITION:


Chairman
of Governance and Nomination Committee of China Natural Gas
Inc.





INDEPENDENT
DIRECTOR





II.  COMPENSATION:


FEES. For
all services rendered by the Independent Director pursuant to this Agreement,
both during and outside of normal working hours, including but not limited
to, attending all required meetings of Board of Independent Directors of
the Company or applicable committees thereof, reviewing filing reports and other
corporate documents as requested by the Company, providing comments and opinions
as to business matters as requested by the Company, the Company agrees to pay to
Independent Director a fee in cash of RMB3,000 each month for two years
subsequent to January 1 2008. The fees in cash shall be payable to Independent
Director quarterly in equal installments.





EXPENSES.
During the term of the Independent Director’s services as a director of the
Company, the Company shall promptly reimburse the Independent Director for all
expenses incurred by him/her in connection with attending the annual and
quarterly meeting of the Board of Independent Directors of the Company or
applicable committees thereof, as a director or a member of any board committee,
which are approved by the Company in advance.





NO OTHER
BENEFITS OR COMPENSATION. The Independent Director acknowledges and agrees that
he is not granted and is not entitled to any other benefits or compensation from
the Company for the services provided under this Agreement except expressly
provided for in this Schedule A.





China
      Natural Gas,Inc.
              Independent
      Director/By/
              /By/





Name:
      Qinan Ji
              Name:
      Zhiqiang WangTitle:
      CEO & Chairman


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