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Emission Reduction Purchase Agreement                                                                                                Page 1 of 11

Exhibit 10.11

EMISSION REDUCTION PURCHASE AGREEMENT

(ERPA)

between



(the "Purchaser")

ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP)

740 St Maurice suite 102 

Montreal, QC H3C1L5 

Canada 

Tel : 5148763907 

Fax: 5148764080 

Email: trivutruong@ecolocap.com

President-CEO : Dr. Tri Vu Truong

and

(the " NAM XAY NOI Hydro Power – CDM Project Proponent”)., henceforth 

“VIETNAM PROJECT PROPONENT”

Owner: LAO CAI ENERGY & RESOURCES INVESTERMENT JOIN STOCK COMPANY, VIET NAM

Address: P201; CT1-2; Me Tri Ha, Tu Lien District, Ha noi 

Telephone: (084) 4 7820401.

Fax : (084) 4 7820424

Email: Vanphonglaocai@yahoo.com; Sondp79@gmail.com

General Director: Tran Quoc Viet

Interpretation and Definitions

In this Agreement, unless otherwise required by the context, all capitalized terms shall have the meaning set forth in the definitions below.

 

Initial VN Hydro Power CDM Project Proponent:_____Initial Ecolocap Solutions (Canada) inc-5:






	Emission Reduction Purchase Agreement                                                                                        Page 2 of 11
	  
	  
	Additional  	Means any Certified Emission Reduction (CER) generated by the Project  
	Emission  	that is in excess of [50,000] Certified Emission Reductions (CERs) per  
	Reduction:  	annum.
	  
	Agreement:  	Means this Emission Reduction Purchase Agreement.  
	  
	Annex B Countries:  	Means the countries listed in Annex B to the Kyoto Protocol having  
	  	committed themselves to reduce or limit their GHG emissions.  
	  
	Annex I Countries:  	Means the parties to the UNFCCC listed in Annex I thereto (Annex I  
	  	consists of industrial countries and countries in transition).  
	  
	Anticipated  	Means up to [50,000] Certified Emission Reductions (CERs) per annum  
	Emission  	during the Crediting Period, anticipated to be generated by the Project  
	Reduction:  	and calculated in accordance with the Kyoto Rules.  
	  
	Baseline:  	Means the scenario that reasonably represents the anthropogenic  
	  	emissions of GHG that would occur in the Host Country in the absence of  
	  	the Project, determined in accordance with the Kyoto Rules.  
	  
	Business Day:  	Means a day on which banks are open for general business in Vietnam.  
	  
	Carbon Dioxide  	Means a metric measure used to compare the emissions of various GHG  
	Equivalent:  	based upon their global warming potential.
	  
	Certification:  	Means the written confirmation by an Operational Entity of an Emission  
	  	Reduction resulting from a CDM project and having passed the  
		Verification procedure according to the Kyoto Rules. 
	  
	Certified Emission  	Means a unit of Emission Reduction issued pursuant to Article 12 of the  
	Reduction (CER):  	Kyoto Protocol and the requirements of the Kyoto Rules (including  
	  	Certification), equal to one metric ton of Carbon Dioxide Equivalent  
	  	resulting from a CDM project.
	  
	Clean Development  	Means the flexible mechanism established by Article 12 of the Kyoto  
	Mechanism (CDM) :  	Protocol providing for Annex I Countries to implement projects that reduce  
	  	emissions in non-Annex I Countries in return for CERs and assist the non-  
	  	Annex I Countries in achieving sustainable development and contributing  
	  	to the ultimate objective of the UNFCCC.
	  
	Crediting Period:  	Means, until December 31, 2026.
	  
	Emission  	Means reduction in emission of GHG achieved, calculated in accordance  
	Reduction:  	with the Kyoto Rules.
	  
	Executive Board:  	Means the international authority elected by the representatives of the  
	  	parties to the Kyoto Protocol responsible for monitoring the CDM process.  
	  
	First Commitment  	Means 10th June 2008 until December 31, 2012 .  
	Period:  	
	  
	Force Majeure:  	Means any circumstance or condition beyond the control of either party to  
	  	this Agreement affecting the performance of its obligations under this  
	  	Agreement including in particular wars, insurrection, natural disaster or  
	  	equivalent circumstances.
	  
	Greenhouse Gases  	Means the six gases listed in Annex A to the Kyoto Protocol.  
	(GHG):  	
	  
	Host Country:  	Vietnam



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	Emission Reduction Purchase Agreement                                                          Page 3 of 11  
	  
	  
	Kyoto Protocol:  	Means the protocol to the UNFCCC adopted at the third conference of the  
	  	parties to the UNFCCC in Kyoto, Japan, on December 11, 1997.  
	  
	Kyoto Rules:  	Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the  
	  	Marrakesh Accords, any relevant decisions, guidelines, modalities and  
	  	procedures made pursuant to them and/or any succeeding international  
	  	agreements as amended and/or supplemented from time to time and  
	  	which include those rules specifically required to be met for the issuing  
	  	and transfer of CERs.  
	  
	Letter of Approval  	Means a binding approval of the Project by the Host Country together with  
	(LOA):  	an approval of the transfer of CERs.  
	  
	Monitoring Report:  	Means an annual report to be provided by Owner setting out the total  
	  	number of Emission Reductions generated by the Project during the  
	  	previous year according to the Kyoto Rules, international Monitoring rules  
	  	and the PDD.  
	  
	Monitoring:  	Means the collection and record of data allowing the assessment of  
	  	reductions in GHG emissions resulting from the Project conducted in  
	  	accordance with the Kyoto Rules.  
	  
	Operational Entity:  	Means an independent entity accredited by the Executive Board being the  
	  	executive body for CDM and inter alias responsible for determining  
	  	whether a project and the resulting Emission Reductions meet the  
	  	requirements of Article 12 of the Kyoto Protocol.  
	  
	Project Design  	Means a detailed description of the Project to be submitted for Validation  
	Document (PDD):  	prepared in accordance with the Kyoto Rules, the UFG and the Directive  
	  	and attached as Annex III. The Purchaser will be responsible for providing  
	PDD development for Registration of the Project. 
	  
	Project:  	Means the proposed CDM project described in the PDD and other  
	  	documents describing the implementation and economics of the Project  
	  	attached in Annex IV.  
	  
	Registration:  	Means the official registration of a CDM project by the Executive Board  
	  	according to the Kyoto Rules.  
	  
	UNFCCC:  	Means the United Nations Framework Convention on Climate Change  
	  	adopted in New York on May 9, 1992.  
	  
	Unit Price:  	Means the price payable by Purchaser to Project Proponent per Certified  
	  	Emission Reduction (CER) unit:  
	  
	  	The purchase unit price paid by EcoloCap Solutions Canada Inc. to Viet  
	  	Nam Project Proponent for the CER is fixed at (12)$US/CER, less  
	  	applicable tax and sale commission, for the year 2008 to 2012 and a new  
	  	agreement for purchase unit price will be negotiated for the two periods of  
	  	extension.  
	  
	  	The amount paid to the Viet Nam Project Proponent for the total certified  
	  	CER generated from this project is fixed at (85)% of the total value of  
	  	CER at this above mentioned purchase price ($(12)US), less commission,  
	  	applicable tax and the one time reimbursement of an amount of  
	  	$(75,000)USD to Ecolocap Solutions inc for funding the CDM process.  
	  
	  	TERM:  
	  
	  	Ecolocap Solutions inc will purchase certified CER generated by this  
	  	project for the year 2008 to 2012 with options of extension for two others  
	  	of 7 years, the period 2013-2026, under same terms and conditions.  



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	Emission Reduction Purchase Agreement                                                                       Page 4 of 11  
	  
	  
	Validation:  	Means the assessment of the PDD, including the Baseline, by an  
		Operational Entity, determining its compliance with the Kyoto Rules.  
	  
	Verification:  	Means the periodic independent review and ex post determination of the  
		monitored reductions in GHG emissions that the Project has achieved  
		during a specified period of time by an Operational Entity in accordance  
	with the Kyoto Rules. The project's owner will be Responsible for  
		providing periodical monitoring.
	  
	  
	Unless otherwise specified, references to clauses are to clauses of this Agreement, references to  
	legal provisions are references to such provisions as in effect from time to time, use of a gender  
	includes any gender and use of the plural includes the singular and vice versa where the context  
	requires.
	  
	All headings and titles are inserted for convenience only and shall not be deemed part of this  
	Agreement or taken into consideration in its interpretation.
	  
	  
	1. Preamble
	  
	  	  	The Project is located on the territory of the Host Country.
	  
	  
	2. 	  	Contractual Obligations
	  
	2.1. 	  	Anticipated Emission Reductions
	  
	2.1.1. 		Upon Registration of the Project, Purchaser shall endeavor to implement the Project in  
	  	  	accordance with the PDD and other documents describing the implementation and  
	  	  	economics of the project attached in Annex IV at its own risk and expense. It is hereby  
	  	  	acknowledged and agreed between the parties hereto that Purchaser does not warrant  
	  	  	the generation of, and is not obliged to generate, any CERs, whether by the Project or  
	  	  	otherwise.
	  
	2.1.2. 	 	If the Project generates CERs, during the crediting period Project Proponent shall, to  
	  	  	the extent it is legally possible and permissible, exclusively transfer or cause to be  
	  	  	transferred to Purchaser all rights (and, to the extent legally possible and permissible,  
	  	  	legal title) which Project Proponent may have in the Anticipated Emission Reductions  
	  	  	generated during the Crediting Period to Purchaser.
	  
	2.1.3. 	 	Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission  
	  	  	Reduction generated by the Project and in which the Project Proponent's rights are  
	  	  	transferred to Purchaser in accordance with clause 3 below.
	  
	2.2. 	  	Additional Emission Reductions
	  
	2.2.1. 	  	If Additional Emission Reductions are generated by the Project during the Crediting  
	  	  	Period, Project Proponent shall offer any Additional Emission Reductions to Purchaser  
	  	  	subject to the terms and conditions of this Agreement and at a price per Additional  
	  	  	Emission Reduction equal to the Unit Price. If Purchaser does not wishes to exercise  
	  	  	the purchase option then Project Proponent may deal with the Additional Emission  
	  	  	Reductions as it wishes.



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	Emission Reduction Purchase Agreement                                                               Page 5 of 11  
	  
	  
	2.2.2. 	Additional Emission Reductions offer by the Purchaser shall be made as soon as  
	  	possible after such Additional Emission Reductions have been generated, but no later  
	  	than December 31 of the year subsequent to the calendar year in which such  
	  	Additional Emission Reductions have been generated.
	  
	2.2.3. 	Purchaser shall be entitled to accept such offer as a whole or in part and shall notify to  
	  	Project Proponent within one month after receipt of such offer, whether and to what  
	  	extent it accepts the offer. If Purchaser does not respond within this deadline the offer  
	  	shall be deemed to be rejected by Purchaser.
	  
	2.2.4. 	To the extent Purchaser accepts the offer, Project Proponent shall, to the extent it is  
	  	legally possible and permissible, transfer or cause to be transferred to Purchaser all  
	  	rights (and, to the extent legally possible and permissible, legal title) which Project  
	  	Proponent may have in those Additional Emission Reductions in respect of which  
	  	Purchaser has accepted such offer, within two months after acceptance of such offer  
	  	by Purchaser.
	  
	2.2.5. 	To the extent Purchaser rejects such offer of Additional Emission Reductions or such  
	  	offer is deemed rejected by Purchaser, Project Proponent shall be free to enter into  
	  	contracts with other parties for the sale of such Additional Emission Reductions or to  
	  	otherwise deal with such Additional Emission Reductions as Project Proponent wishes.  
	  
	2.2.6. 	Purchaser shall pay to Project Proponent a price equal to the Unit Price for each  
	  	Additional Emission Reduction in respect of which Purchaser has accepted such offer.  
	  
	2.3. 	Emission Reductions generated after the Crediting Period
	  
	  	If the Project generates any Certified Emission Reductions after the Crediting Period,  
	  	Purchaser shall enter into negotiations with Project Proponent with a view to  
	  	concluding an agreement on the purchase of such Certified Emission Reductions  
	  	based on the principles of this Agreement but amended in order to reflect the  
	  	international and/or national rules then applicable.
	  
	  
	  
	3. 	Transfer
	  
	  	Transfer to Purchaser of all the rights (and, to the extent legally possible and  
	  	permissible, legal title) which Project Proponent may have in a Certified Emission  
	  	Reduction shall have occurred upon the transfer of a CER from the register of the  
	  	Executive Board to a register in favor of Purchaser or such other account or register  
	  	Purchaser has notified to Project Proponent in writing.
	  
	  
	  
	4. 	Payment
	  
	4.1. 	Payment for Certified Emission Reductions
	  
	4.1.1. 	Payment by Purchaser to Project Proponent for the Certified Emission Reductions (the  
	  	rights in which are transferred pursuant to clause 3) shall be made on the last Business  
	  	Day of the month in which a 40 Business Day period, starting at the day on which  
	  	Purchaser has received satisfactory evidence of the transfer as provided for in Clause  
	  	3, has elapsed.



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	Emission Reduction Purchase Agreement                                                                Page 6 of 11  
	  
	  
	4.1.2. 	All payments shall be made to the accounts from time to time and tobe notified to the  
	  	other party in writing.  
	  
	4.1.3. 	All payments shall be made in US Dollars.  
	  
	4.1.4. 	Subject to clause 4.1.5 below, all taxes, fees, costs or other expenses in connection  
	  	with the generation of CERs by the Project and their Registration and transfer  
	  	(including VAT in any jurisdiction Purchaser duly notifies Project Proponent to transfer  
	  	CERs as in Clause 3, if applicable) shall be borne by Project Proponent and purchaser.  
	  
	4.1.5. 	The share of the proceeds from CERs generated by the Project to be used to cover  
	  	administrative expenses according to the Kyoto Rules shall be borne by Project  
	  	Proponent and Purchaser in equal shares .  
	  
	  	The share of the proceeds from CERs generated by the Project to be used to assist  
	  	developing countries that are particularly vulnerable to the adverse effects of climate  
	  	change to meet the costs of adaptation according to the Kyoto Rules shall be borne by  
	  	Project Proponent and Purchaser in equal shares.  
	  
	  
	5. 	Termination and Remedies  
	  
	5.1. 	Either party (the "Non-defaulting Party") shall be entitled to terminate this Agreement  
	  	by written notice to the other party with immediate effect if any of the following events  
	  	occurs:  
	  
	5.1.1. 	the other party commits a breach of any of its obligations under this Agreement and, in  
	  	the case of a breach capable of being remedied, such breach remains for more than 30  
	  	Business Days after it has been requested in writing by the Non-defaulting Party to  
	  	remedy the breach; or  
	  
	5.1.2. 	the other party goes into liquidation (whether voluntary or otherwise), is unable to pay  
	  	its debts as they fall due, is wound up, makes any compromise, composition or other  
	  	arrangement with its creditors generally, or becomes subject to any administration  
	  	order.  
	  
	5.2. 	Force Majeure  
	  
	  	Should either party be impeded wholly or in part from fulfilling any of its obligations  
	  	under the Agreement for reasons of Force Majeure, such obligation shall be suspended  
	  	to the extent and for as long as such obligation is affected by Force Majeure and the  
	  	impeded party shall be entitled to such extension of time as may be reasonably  
	  	necessary.  
	  
	  	Either party shall notify the other party of the existence and date of beginning of an  
	  	event of Force Majeure that is likely to impede its performance under the Agreement  
	  	within 5 Business Days after having obtained knowledge of any such event. Either  
	  	party shall likewise advise the other of the date when such event ended and shall also  
	  	specify the re-determined time by which the performance of its obligations hereunder is  
	  	to be completed.  
	  
	  	Project Proponent and Purchaser shall consult with each other with a view of  
	  	determining any further appropriate action if a condition of Force Majeure is to continue  
	  	after 20 Business Days from the date of giving notice thereof.  



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	Emission Reduction Purchase Agreement                                                               Page 7 of 11  
	  
	  
	  	Neither party shall be liable for damages or have the right to terminate this Agreement  
	  	for any delay in performing hereunder if such delay is caused by Force Majeure;  
	  	provided, however, that the non-impeded party shall be entitled to terminate such part  
	  	of the Agreement that remains unfulfilled, if the condition of Force Majeure is to  
	  	continue after 6 months from the date of giving notice thereof.  
	  
	  
	6. 	Change in Circumstances  
	  
	  	If any change in circumstances (i.e. a change of scientific basics or applicable  
	  	standards relating to the Baseline methodology and/or the applicable criteria for  
	  	Verification and Certification of the resulting Emission Reductions) occurs which  
	  	substantially affects the Project, the parties to this Agreement shall enter into  
	  	negotiations with a view to adapt the Project and its implementation or any relevant  
	  	provision of this Agreement, as may be necessary or useful. A change in  
	  	circumstances shall in no event be considered substantially affecting the Project if at  
	  	least 50% of the Anticipated Emission Reductions can be generated.  
	  
	  	The parties to this Agreement shall cooperate and make their best efforts to enable the  
	  	continuation of the Project in accordance with the new circumstances and to achieve  
	  	the generation and transfer of the Anticipated Emission Reductions.  
	  
	  	If any of the documents related to the Project and submitted at any time during the term  
	  	of this Agreement fails to be approved by such authority whose approval is required  
	  	under the Kyoto Rules or otherwise appears to be non-compliant with any relevant  
	  	standards or conditions of the Kyoto Rules, Project Proponent and Purchaser shall  
	  	discuss whether or not the relevant documents are to be revised and resubmitted.  
	  
	  
	7. 	Conditions Precedent  
	  
	  	This Agreement shall enter into force upon satisfaction of the following conditions  
	  	precedent:  
	  
	  	1. Conclusion of a binding agreement with the Host Country.  
	  
	  
	  
	8. 	Miscellaneous  
	  
	8.1. 	Assignment and subcontracting  
	  	Neither party shall, without the written consent of the other party, assign or transfer the  
	  	Agreement or the benefits or obligations thereof or any part thereof to any other  
	  	person.  
	  
	8.2. 	Confidentiality and Disclosure  
	  	The parties shall treat as confidential all information obtained as a result of entering  
	  	into or performing this Agreement which relates to the provisions of this Agreement, the  
	  	negotiations relating to this Agreement and the subject matter of this Agreement.  
	  
	  	No party shall disclose any such confidential information to any third party, except in  
	  	those circumstances where disclosure is required in order to comply with any laws or  
	  	regulations, including without limitations the Kyoto Rules.  



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	Emission Reduction Purchase Agreement                                                                    Page 8 of 11  
	  
	  
	8.3. 	Notices
	  
	  	Any communications to be made under or in connection with this Agreement shall be  
	  	made in writing (including by facsimile) to the address or facsimile number, from time to  
	  	time designated by the party to whom the communication is to be made to the other  
	  	party for that purpose. The address and facsimile number so designated are set out in  
	  	Annex [I] hereto. A  
	  
	  	Communication will only be effected, if sent by mail, when delivered to or rejected by  
	  	the recipient, if sent by facsimile, when a transmission report shows that the facsimile  
	  	has been sent.
	  
	8.4. 	Entire Agreement
	  
	  	This Agreement embodies the whole and only agreement of the parties with respect to  
	  	the subject matter hereof, and no prior or contemporaneous oral or written agreement  
	  	or understanding shall be deemed to constitute a part of this Agreement, unless  
	  	expressly referred to herein, or attached hereto, or specifically incorporated by  
	  	reference herein. The Annexes and schedules to this Agreement constitute integral  
		parts of this Agreement and shall therefore be deemed part of this Agreement.
	 
	  
	8.5. 	Amendments
	  
	  	This Agreement may only be amended with the written consent of the parties hereto.  
	  
	8.6. 	Costs and Expenses
	  
	  	Each party shall bear its own costs and expenses in relation to the negotiation,  
	  	preparation, execution and carrying into effect of this Agreement.
	  
	8.7. 	Severability
	  
	  	If any part or provision of the Agreement is or becomes illegal, void or unenforceable in  
	  	any respect, the remaining parts or provisions shall not be affected or impaired. Any  
	  	deficiency in the Agreement resulting there from shall be amended by way of  
	  	interpretation of the Agreement having due regard to the parties intent.
	  
	8.8. 	Governing law
	  
	  	This Agreement shall be governed and construed in accordance with English law  
	  	excluding its rules on conflicts of laws.
	  
	8.9. 	Jurisdiction
	  
	  	The parties irrevocably submit to the exclusive jurisdiction of the courts having  
	  	jurisdiction in commercial matters for England with regard to all disputes arising out of  
	  	or in connection with this Agreement, its violation, termination or nullity.
	  
	8.10. 	Counterparts
	  
	  	This Agreement shall be executed in two counterparts with one copy for Project  
	  	Proponent and one for Purchaser. If there are any discrepancies between the English  
	  	and the Vietnamese version, the English version will prevail .



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Emission Reduction Purchase Agreement                                                                      Page 9 of 11

PARTIES TO THE AGREEMENT

WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above, this 10th day of June, 2008, in the presence of:

	Purchaser:  	  
	   
	   
	   
	   
	                                                         	DR. TRI VU TRUONG  
		President-CEO : Dr. Tri Vu Truong
	                                                         
	Project Proponent:  	  
	   
	  
	   
	  
	                                                         	TRAN QUOC VIET
		General Director: Tran Quoc Viet  
	                                                        
	   
	   
	Witness No 1  	Witness No 2  
	   
	   
	   
	   
	BUI THI LAN HUONG  	LE VAN TAN  
	MSc. Bui Thi Lan Huong  	Le Van Tan-Engineer  
	Biology Energy-Waste Treatment  	Vietnam  
	(Vietnam) Ltd.  	  



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Emission Reduction Purchase Agreement                                                                                                Page 10 of 11

ANNEX I:

1. The salient features of Nam Xay Noi Hydro Power Project at Nam Xay Ward, Van Ban District in Lao cai Province, Vietnam.

	No	Parameters	Symbols	Units	Terrace

1A 	Terrace

1B 

	1  	Catchment area  	F  	km2 	28,0 	38,0 
	2  	Long-term average annual rainfall  	Xo  	mm 	2300 	2300 
	3  	Average flow  	Q0  	m3 /s  	1,28 	1,80 
	4  	Total amount of average annual flow  	W0  	106 m3  	40,36 	56,76 
	5  	Specific runoff  	M0  	l/s.km2 	40 	40 
	6  	Normal water level  	MNDBT  	m 	1340 	930 
	7  	Dead water level  	MNC  	m 	1336 	927 
	8  	Surface area with normal water level  	F  	Km2 	2.9 	1.0 
	9  	Designed head  	Htt  	m 	373.48 	208,84 
	10  	Designed discharge  	QTK  	m3 /s  	2,8 	3,6 
	11  	Installation capacity  	Nlm  	MW 	8,0 	6,4 
	12  	Firm capacity P=85%  	Ndb  	MW 	0,96 	0,74 
	13  	Number of unit  	z  	   	02 	02 
	14  	Estimated Annual Electricity Generation  	Eo  	106 kWh  	25,63 	20,6 
	15  	Estimated Annual Operation Hours  	hsd  	h 	3203 	3219 
	16	Annual estimation of the emission

reduction, tCO2 eq  	CERs	tCO2 eq	14865,4	11948

	17  	Resettlement  	   	person 	0 	0 
	18 	Compensation (land, tree, farm, property, etc...)	   	10 6 USD 	0.30 	 0.26  
	 19	It is run off river hydropower plant	 	 	Day &

night 	Day &

night 

	20	New hydropower project with reservoirs

having power densities (installed capacity

devided by the surface area at full reservoir

level) greater than 4 W/m2 .  	 	 	 	 






2. Project time schedule.

- Year of 2008: Compensation and clearing of the ground 1B and construction of the access road to the plant will be carried out by the 2nd quarter of 2008.

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Emission Reduction Purchase Agreement                                                                        Page 11 of 11

- Year of 2009: Preparing work and construction of Nam Xay Noi 1B

- Year of 2010: Operation of 2 units of Nam Xay Noi 1B by the 2nd quarter of 2010. 

-Compensation and clearing of the ground 1A will be finished by the end of the 2nd quarter of 2010.

- Year of 2011: Preparing work and construction of Nam Xay Noi 1A

- Year of 2012: Operation of 2 units of Nam Xay Noi 1A by the 2nd quarter of 2012

 

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