Project
      No.
            SA09-002Contract
      No.
            SA09ZL-001








Land
Lease Contract








Party
      A (Lessor):
            No.
      3 Company of Shenyang Lumber General CorporationParty
      B (Lessee):
            Shaanxi
      Suo’ang New Energy Enterprise Co.,
Ltd.





Place
      of Execution:
            Shenyang
      CityDate
      of Execution:
            July
      21, 2009










Land
Lease Contract








Party
      A (Lessor):
            No.
      3 Company of Shenyang Lumber General CorporationLegal
      Representative:
            LIANG
      JianhuaAddress:
            Wenguantun,
      Qianjin Town, Dongling District, Shenyang
City





Postal
Code:





Telephone:





Fax
Number:





Porject
      Contact:
            YU
      JieParty
      B (Lessee):
            Shaanxi
      Suo’ang New Energy Enterprise Co., Ltd.Legal
      Representative:
            ZHOU
      PengAddress:
            Dongjiahe
      Town, Yaozhou District, Tongchuan CityShaanxi
      Province, ChinaPostal
      Code:
            727100Telephone
      (Switch Board):
            0919-6985809Fax
      Number:
            0919-6985811Porject
      Contact:
            LI
      Fu











In
accordance with Contract Law and other related laws and regulations, with regard
to the matter that Party A leases the land of 7,400 square meters in Wenguantun,
Qianjin Town, Dongling District, Shenyang City to Party B for the project of
constructing a coal-water slurry fuel plant, Party A and Party B, based on the
principles of self volition, equality and mutual benefit, through negotiation,
agree as follows:





I.           
Location, Coverage and Function and Use of Land





1.           The
Lessor will lease to the lessee the land of 7400 square meters located in
Wenguantun, Qianjin Town, Dongling District, Shenyang City.





2.           The
use of the land must be within the approved business scope set forth in the
“Business License” of Party B.





3.           The
land is leased in the manner of rent-only, Party B shall undertake the
construction and management and bear all the associated costs, expenses and
fees.








II.           Term
of Lease





1.           The
term of the lease is 10 years starting from August 1, 2009 and ending on August
1, 2019.





2.           Within
6 months prior to the expiration of the lease, Party A and Party B may negotiate
for Party B to renew the lease but a new lease contract shall be
executed.  Party B is entitled to the first refusal right to lease the
land under the same terms.








III.         Rent
and the Form of Payment





1.           Rent:
Renminbi (“RMB”) Two Hundred Forty Thousand (¥240,000.00) per year.





2.           The
form of the payment of the rent is payment in advance.  Upon the
execution of this contract, the rent must be paid in one lump sum to Party A by
August 31, 2009.  The rent for each succeeding year must be paid in
one lump sum to Party A by July 31st of each
succeeding year.





3.           During
the term of the lease, if the rent needs to be adjusted, Party A must have
justifiable reason and must notify Party B three months before the contemplated
adjustment.  The adjustment can only take effect upon execution of a
supplementary agreement after negotiation between the parties of this
contract.











IV.         Party
A’s Rights and Obligations





1.           During
the term of the lease, Party A must assist Party B in managing the relationship
with the neighbors, perform relevant services, and assist Party B with
procedures of corporation registrations and with other procedures related to the
construction so as to ensure the stable production of the business
operation.





2.           Party
A must ensure the provision of industrial electricity and water for the leased
land and must ensure that the roads and facilities are clear and unblocked
before Party B’s construction contractors enter the land.





3.           During
the term of the lease, the leased land cannot be recovered without a consent of
Party B.  In the event that the leased land is to be recovered by the
government for social public construction, Party A must notify Party B in
written form, and make a public announcement of such recovery, with regard to
the location of the property to be recovered, the confines thereof, the grounds
for recovery and the date of recovery 6 months before the contemplated
recovery.  Party A must compensate Party B for economic loss due to
the earlier recovery of the leased land and the compensation amount shall be
determined through negotiation by considering the actual factors such as the
market value of the buildings, structures and fixtures on the leased land and
the remaining period of the term of the lease.





4.           In
the event that Party A terminates this contract for no justifiable reason, Party
A shall pay to Party B a penalty equal to 30% of all the rent that has already
been paid in addition to the compensation for economic loss stipulated in
provision 3 of Article IV above.





5.           During
the term of the lease, the personnel changes on the part of Party A shall not
affect the performance of this contract.





6.           Party
A has the right to collect rent in the amount and at the time in accordance with
the provisions of this contract.








V.           Party
B’s Rights and Obligations





1.           The
business contemplated and operated by Party B must be in compliance with the
State industrial policies and with the State Safety Operation
Regulations.





2.           During
the term of the lease, Party B has the right to run joint operation on the
leased land, sublease and pledge the leased land; Party A shall not interfere
with such actions.








3.           Upon
expiration of the term of the lease, if Party A desires to continue to lease out
the leased land, Party B shall have the first right of refusal under the same
terms; if Party B wants to end the lease, Party B must notify Party A 3 months
prior to the expiration of the lease.





4.           In
the event that Party B terminates the lease in the middle of the term for no
justifiable reason, Party B cannot demand the refund of the rent that has
already been paid, shall forfeit the right to the lease and cannot continue the
use of the buildings and fixtures on the leased land.





5.           Party
B must pay to Party A the rent in the amount and at the time in accordance with
the provisions of this contract.





6.           Party
B shall bear all the costs, expenses and fees in connection with the
construction of the liquefied coal pulp factory.








VI.         Breach
of Contract





1.           During
the term of the lease, Party B must pay the rent for the leased land on time; if
the rent payment is past due for less than 6 months, Party A shall have the
right to assess a 5% penalty; if the rent payment is past due for more than 6
months but less than a year, Party B shall have the right to terminate the lease
in addition to the right to assess a 5% penalty.





2.           During
the term of the lease, Party A shall bear full responsibility for all the
problems resulting from issues regarding property right certificate that affect
Party B’s normal operation and shall compensate Party B for any resulting
loss.








VII.        Miscellaneous
Stipulations and Matters





1.           During
the term of the lease, both Party A and Party B shall follow the State laws and
regulations and shall not use the leased land to engage in any illegal
activities.





2.           During
the term of the lease, Party A has the right to supervise and assist Party B
with any work in connection with construction in the civilized manner and with
operation safety and other related work.





3.           During
the term of the lease, neither party shall bear any responsibility for inability
to perform the contract due to Force Majeure or to relocation ordered by the
city government.








4.           Upon
the expiration of the lease, if Party A desires to continue to lease out the
leased land, Party B shall have the first right of refusal; if Party A does not
desire to continue to lease out the leased land, Party B must move out on
schedule; otherwise Party B must bear the responsibility for all the loss and
consequences resulting from such failure to move out on schedule.





5.           In
the event of a change of enterprise name after the execution of this contract,
such change shall be verified by both parties and acknowledged by the seals and
signatures of both parties; the terms of the original lease contract shall
remain and continue to be performed until the end of the term of the
lease.








VIII.       Any
matters not covered herein shall be settled by consensus and negotiation between
the parties hereto according to law.








IX.          This
contract has one original and four copies, with two copies to each party and all
of them carry the same legal power.  This contract becomes effective
on the day of execution by both parties by affixing each respective party’s
signature and seal hereto.











Party A
(seal):




(seal of
No. 3 Company of Shenyang Lumber General Corporation)





Authorized
Agent:





Date: July
21, 2009











Party B
(seal):




(seal of
Shaanxi Suo’ang New Energy Enterprise Co., Ltd.)





Authorized
Agent: (signature of LI Fu)





Date: July
21, 2009