Supplementary
Agreement of Equity Transfer Agreement

    


    Party A:
Tang Zhixiang  (ID No. 110227195610211817)

    Party B:
China New Energy Group Company

    Party C:
Beijing Fengyin Xianghe Scientific Technology Co., Ltd.

    Party D:
China New Energy Investment Co.,Ltd

    


    Whereas,


    
       

      
        	
                1、

              	
                Party
      A and Party B entered into Equity Transfer Agreement (hereinafter referred
      to “ETA of March 2010”) in connection with the transfer of equity of
      Beijing Century Dadi Gas Co., Ltd. (the “Target
  Company”)

              


      

       

      
        	
                2、

              	
                Party
      D is wholly-owned subsidiary of Party B;
and

              


      

       

      
        	
                3、

              	
                Subject
      to the affect from objective factor during the performance of the ETA of
      March 2010, according to the actually situation, Party A and Party B both
      agree to terminate the performance of ETA of March 2010. Party A, Party C
      and Party D (wholly-owned subsidiary of Party B) will sign other equity
      transfer agreement to implement relevant content in ETA of March
      2010.

              


      

    

     

    Party A,
Party B, Party C and Party D conclude this Agreement regarding ETA of March 2010
as follows:

    
      
      

       

      
        	
                1.

              	
                Party
      A, Party B, Party C and Party D all agree to terminate ETA of March 2010
      according to Article 3 of this Agreement. Party C as transferor, Party D
      as transferee and Party A as related party of transferor will sign General
      Framework Agreement for Corporation, Equity Transfer Agreement on 70%
      Equity of Zhuolu Dadi Gas Co. Ltd. (“ETA Zhuolu 70%”), Equity Transfer
      Agreement on 70% Equity of Beijing Century Dadi Gas Co. Ltd.(“ETA CD
      70%”), Exclusive Option Agreement and other agreements to contiguously
      performance ETA of March 2010 regarding equity
  transfer.

              


      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              Party
      A confirms that, Party B had pay RMB 5,000,000 to mutual managed bank
      account according to ETA of March 2010 before the execution of this
      Agreement. Party A agrees to refund RMB 5,000,000 upon the date Party D
      makes the first payment to mutual managed bank account according to ETA
      Zhuolu 70% and ETA CD 70%, that is, Party A shall cooperate with Party B
      to transfer such RMB 5,000,000 from mutual managed bank account to the
      bank account Party B designates.

            


    

     

    
      	
              3.

            	
              Party
      A, Party B and Party C agree, from the date Party A refund RMB 5,000,000
      mentioned above, ETA of March 2010 as well as any relevant written or oral
      agreement and memorandum Party A and Party B had agreed regarding to the
      equity transfer of the Target Company shall terminate. Unless this
      Agreement is otherwise provided expressly, any other condition,
      definition, guarantee or statement related to the subject of this
      agreement shall not be binding on the
Parties.

            


    

     

    
      	
              4.

            	
              Party
      A and Party B confirm that unless this Agreement is otherwise provided
      there is no other dispute in ETA of March
2010.

            


    

     

    
      	
              5.

            	
              This
      Agreement is executed in [6] counterparts, shall become effective upon the
      signature or chopping of Party A, Party B, Party C and Party
      D.

            


    

    


    (This
page is blank below)

    


    Party A:
Tang Zhixiang


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

      
        

      

    

    
Party B: China New Energy Group
Company

    


    Authorized
Representative:

    


    Party C:
Beijing Fengyin Xianghe Scientific Technology Co., Ltd.

    


    Authorized
Representative:

    


    Party D:
China New Energy Investment Co.,Ltd

    


    Authorized
Representative:


    
      
         


      

      
        3