exhibit1023.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





Emission Reduction Purchase Agreement                                                                                                       Page 1 of 22

Exhibit 10.23

EMISSION REDUCTION PURCHASE AGREEMENT (ERPA)

[Chinese translation]

Treatment of Urban Domestic Refuse and Resource Utilization in Pingyuan Country

[Chinese translation]

 

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                   Page 2 of 22

between



(The "Purchaser") [Chinese translation]

ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP) 

[Chinese translation]

740 St. Maurice suite 102

Montreal, QC H3C 1L5

Canada

Tel: 5148763907 Fax: 5148764080

Email: trivutruong@ecolocap.com



President-CEO: Dr. Tri Vu Truong

and

(the " Seller"), henceforth “PROJECT PROPONENT” 

[Chinese translation]

Shandong Chengzeyuan Environment Protection Engineering Co., Ltd. 

[Chinese translation] (“Owner”)

Address: Xisi Road 265, Dongying City, Shandong Province, CHINA 

[Chinese translation]

Telephon[Chinese translation] 15345451111 

Fax [Chinese translation]: 0546-8206866 

Email: chengzeyuan_xiao@163.com

President [Chinese translation] [Chinese translation] / Li Shengguo

Both parties have agreed to sign the Reduction Emission Purchase Agreement (Agreement) with the following terms and conditions: 

[Chinese translation]

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                       Page 3 of 22

	Interpretation and Definitions [Chinese translation]  
	  
	In this Agreement, unless otherwise required by the context, all terms shall have the  
	meaning set forth in the definitions below.  
	[Chinese translation]  
	  
	Agreement:  	Means this Emission Reduction Purchase Agreement. [Chinese  
	[Chinese  	translation]  
	translation]  	  
	  
	Annex B  	Means the countries listed in Annex B to the Kyoto Protocol having  
	Countries:  	committed themselves to reduce or limit their GHG emissions.  
	[Chinese  	[Chinese translation]  
	translation]  	  
	  
	Annex I  	Means the parties to the UNFCCC listed in Annex I thereto (Annex I  
	Countries:  	consists of industrial countries and countries in transition). [Chinese  
	[Chinese  	translation]  
	translation]  	  
	  
	Anticipated  	Means up to ( ) Certified Emission Reductions (CERs) per annum  
	Emission  	during the Crediting Period, anticipated be generating by the Project  
	Reduction:  	and calculating in accordance with the Kyoto Rules. [Chinese  
	[Chinese  	translation]  
	translation]  	  
	  
	  
	Baseline:  	Means the scenario that reasonably represents the anthropogenic  
	[Chinese  	emissions of GHG that would occur in the Host Country in the  
	translation]  	absence of the Project, determined in accordance with the Kyoto  
	  	Rules. [Chinese translation]  
	  
	Business Day:  	Means a day on which banks are open for general business in China.  
	[Chinese  	[Chinese translation]  
	translation]  	  
		  
	Carbon Dioxide  	Means a metric measure used to compare the emissions of various  
	Equivalent:  	GHG based upon their global warming potential. [Chinese  
	[Chinese  	translation]  
	translation]  	  
	  
	Certification:  	Means the written confirmation by an Operational Entity of an  
	[Chinese  	Emission Reduction resulting from a CDM project and having passed  
	translation]  	the Verification procedure according to the Kyoto Rules. [Chinese  
	  	translation]  
	  
	Certified  	Means a unit of Emission Reduction issued pursuant to Article 12 of  
	Emission  	the Kyoto Protocol and the requirements of the Kyoto Rules  
	Reduction  	  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                                       Page 4 of 22

	(CER):  	(including Certification), equal to one metric ton of Carbon Dioxide 
	[Chinese  	Equivalent resulting from a CDM project. [Chinese translation] 
	translation]  	  
	   
	Clean  	Means the flexible mechanism established by Article 12 of the Kyoto 
	Development  	Protocol providing for Annex I Countries to implement projects that 
	Mechanism  	reduce emissions in non-Annex I Countries in return for CERs and 
	(CDM):  	assist the non-Annex I Countries in achieving sustainable 
	[Chinese  	development and contributing to the ultimate objective of the 
	translation]  	UNFCCC. [Chinese translation] 
	   
	Crediting  	Means, until December 31, 2026. [Chinese translation] 
	Period:  	  
	[Chinese  	  
	translation]  	  
		  
	Emission  	Means reduction in emission of GHG achieved, calculated in 
	Reduction:  	accordance with the Kyoto Rules. [Chinese translation] 
	[Chinese  	  
	translation]  	  
	   
	Executive  	Means the international authority elected by the representatives of the 
	Board:  	parties to the Kyoto Protocol responsible for monitoring the CDM 
	[Chinese  	process. [Chinese translation] 
	translation]  	  
		  
	First  	
	Commitment  	Means, from 21 , October, 2008 until 31 December, 2012. 
	Period:  	[Chinese translation] 
	[Chinese  	  
	translation]  	  
		  
	Force Majeure:  	Means any circumstance or condition beyond the control of either 
	[Chinese  	party to this Agreement affecting the performance of its obligations 
	translation]  	under this Agreement including in particular wars, insurrection, 
	  	natural disaster or equivalent circumstances. [Chinese translation] 
	  
	Greenhouse  	Means the six gases listed in Annex A to the Kyoto Protocol. 
	Gases (GHG):  	[Chinese translation] 
	[Chinese  	  
	translation]  	  
	   
	Host Country:  	China [Chinese translation] 
	[Chinese  	  
	translation]  	  
	   
	Kyoto Protocol:  	Means the protocol to the UNFCCC adopted at the third conference 
	[Chinese  	of the parties to the UNFCCC in Kyoto, Japan, on December 11, 
	translation]  	1997 



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                             Page 5 of 22

	Kyoto Rules:  	Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the  
	[Chinese  	Marrakech Accords, any relevant decisions, guidelines, modalities  
	translation]  	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. /UNFCCC [Chinese translation]  
	  
	Letter of  	Means a binding approval of the Project by the Host Country together  
	Approval  	with an approval of the transfer of CERs. [Chinese translation]  
	(LOA):  	  
	[Chinese  	  
	translation]  	  
		  
	Monitoring  	Means an annual report to be provided by Owner setting out the total  
	Report:  	number of Emission Reductions generated by the Project during the  
	[Chinese  	previous year according to the Kyoto Rules, international Monitoring  
	translation]  	rules and the PDD. [Chinese translation]  
	  
	Monitoring:  	Means the collection and record of data allowing the assessment of  
	[Chinese  	reductions in GHG emissions resulting from the Project conducted in  
	translation]  	accordance with the Kyoto Rules. [Chinese translation]  
	  
	Designated  	Means an independent entity accredited by the Executive Board being  
	Operational  	the executive body for CDM and inter alias responsible for  
	Entity:  	determining whether a project and the resulting Emission Reductions  
	[Chinese  	meet the requirements of Article 12 of the Kyoto Protocol. [Chinese  
	translation]  	translation]  
	  
	Project Design  	Means a detailed description of the Project to be submitted for  
	Document  	Validation prepared in accordance with the Kyoto Rules, the UFG  
	(PDD)  	and the Directive and attached as Annex [iv]. The Purchaser will be  
	[Chinese  	responsible for providing PDD development for Registration of the  
	translation]  	Project. [Chinese translation]  
	  
	Project:  	Means the proposed CDM project described in the PDD and other  
	[Chinese  	documents describing the implementation and economics of the  
	translation]  	Project attached in Annex [iii]. [Chinese translation]  
	  
	Registration:  	Means the official registration of a CDM project by the Executive  
	[Chinese  	Board according to the Kyoto Rules. [Chinese translation]  
	translation]  	  
	  
	UNFCCC:  	Means the United Nations Framework Convention on Climate  
	  	Change adopted in New York on May 9, 1992. [Chinese translation]  
	  
	Unit Price:  	Means the price payable by Purchaser to Project Proponent per  
	[Chinese  	Certified Emission Reduction (CER) unit: [Chinese translation]  
	translation]  	  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






	Emission Reduction Purchase Agreement                                                                   Page 6 of 22  
	   
	   
	  	The purchase unit price paid by EcoloCap Solutions Canada Inc to  
	  	Chinese Project Proponent for the CER is fixed at 9.0 Euro/CER for  
	  	the year 2008 to 2012 and a new agreement for purchase unit price  
	  	will be negotiated for the next two periods of extension. [Chinese  
	  	translation]  
	   
	  	For the first payment, a one time amount of 50,000 Euro will be paid  
	  	to Ecolocap Solutions Inc for the reimbursement to Ecolocap for its  
	  	advance cash for the costs relating to CDM process. Other expenses  
	  	will be paid by EcoloCap. [Chinese translation]  
	    
	Term:  	Ecolocap Solutions Inc will purchase certified CERs generated by  
	 [Chinese  	this project for the year 2008 to 2012 with options of extension for  
	translation] 	two other periods of 7 years, the period 2013-2026, with the same  
	  	terms and conditions except for the price which will be renegotiated.  
	  	[Chinese translation]  
	   
	Validation:  	Means the assessment of the PDD, including the Baseline, by an  
	[Chinese  	Operational Entity, determining its compliance with the Kyoto Rules.  
	translation]  	[Chinese translation]  
	   
	Verification:  	Means the periodic independent review and ex post determination of  
	[Chinese  	the monitored reductions in GHG emissions that the Project has  
	translation]  	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. [Chinese  
	  	translation]  
	  
	     
	Unless otherwise specified, references to clauses are 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.  
	[Chinese translation]  
	  
	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.  
	[Chinese translation]  
	  
	  


Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                   Page 7 of 22

	1.		Preamble
			 
			The Project is located on the territory of the Host Country.
			 
	2. 	  	Contractual Obligations [Chinese translation]  
	   
	   
	2.1. 		Anticipated Emission Reductions [Chinese translation]  
	   
	    
	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 (Annex ii). 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.  
	  	  	[Chinese translation]  
			    
	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 to  
	  	  	Purchaser all rights (and, to the extent legally possible and permissible, legal  
	  	  	title) which Project Proponent may have in the Anticipated Emission  
	  	  	Reductions.  
	  	  	[Chinese translation]  
	   
	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.  
	  	  	[Chinese translation]  
	   
	2.2. 	  	Emission Reductions generated after the Crediting Period [Chinese translation] 
			 
	  	  	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.  
	  	  	[Chinese translation]  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                Page 8 of 22

	3. 	Transfer [Chinese translation]  
	  
	  	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 CER’s certificate  
	  	from the register of the Executive Board to a register in favor of Purchaser. This  
	  	transfer shall be made immediately as soon as the EB officially approve the  
	  	Project registration.  
	  	[Chinese translation]  
	   
	4. 	Payment [Chinese translation]  
	   
	4.1. 	Payment for Certified Emission Reductions [Chinese translation]  
	   
	4.1.1. 	Payment by Purchaser to Project Proponent for the Certified Emission  
	  	Reductions shall be made within 50 Business Days after the CER’s certificate  
	  	are delivered to Purchaser. Purchaser shall transfer money into the account of  
	  	Project Proponent, after the CER certificate is issued by the EB following each  
	  	monitoring realized by the DOE.  
	  	[Chinese translation]  
		 
	4.1.2. 	All payments shall be made through the account of Ecolocap which has been  
	  	registered for the Project when the PDD is submitted to EB for approval. This  
	  	account is in the EB’s common account  
	  	[Chinese translation]  
		  
	4.1.3. 	All payments shall be made in US Dollars.  
	  	[Chinese translation]  
	    
	4.2. 	Costs and Expenses [Chinese translation]  
	  
	4.2.1. 	Subject to clause 4.2.2 below, all fees, costs or other expenses in connection  
	  	with the Registration and the transfer of CERs shall be borne by Purchaser  
	  	including VAT, if any, according to VAT law applied in China.  
	  	[Chinese translation]  
	  
	4.2.2. 	The share of the proceeds from CERs generated by the Project to be used to cover  
	  	administrative expenses and 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 the Project  
	  	Proponent.  
	  	[Chinese translation]  


Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                     Page 9 of 22

	4.2.3. 	The Project Proponent should provide necessary information to the Purchaser for  
	  	 the preparation of documents required for PIN (project idea note), PDD (project  
	  	 design document), the validation, the verification/certification, and the  
	  	 registration with CDM Executive Board (Annex i). All costs accrued to each of  
	  	 the Parties in negotiating, preparing, executing and carrying into effect of this  
	  	 Agreement, shall be borne by each of the Parties themselves.  
	  	 [Chinese translation]  
	    
	5. 	 Termination and Remedies [Chinese translation]  
	    
	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:  
	  	[Chinese translation]  
	    
	5.1.1. 	 In case the Project is not register as a valid CDM Project activity with the CDM  
	  	 EB within eighteen (18) months upon execution of the ERPA, (which will be  
	  	 signed not later than three (3) months after the signature of this term sheet),  
	  	 either party shall have the right to terminate its rights and obligations under the  
	  	 ERPA.  
	  	 [Chinese translation]  
	  
	5.1.2. 	 In any given Contract Period, if the verification of the Project’s CERs is delayed  
	  	 by 90 days or more due to the Project Proponent ’s or Purchaser’s fault and/or  
	  	 misconduct, each of the non-defaulting parties shall have the right to terminate  
	  	 its rights and obligations under the ERPA.  
	  	 [Chinese translation]  
	  
	5.1.3. 	 In case the project is not commissioned within eighteen (18) months following  
	  	 the date of the ERPA, each Purchaser shall have the right to terminate its rights  
	  	 and obligations under the ERPA.  
	  	[Chinese translation]  
	  
	5.1.4. 	 Upon occurrence of an event of default or any other termination event in respect  
	  	 of the Project Proponent or of Purchaser as provided in the ERPA, each of the  
	  	 non-defaulting parties shall have the right to terminate its rights and obligations  
	  	 under the ERPA.  
	  	[Chinese translation]  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                   Page 10 of 22

	5.2. 	Force Majeure [Chinese translation]  
		 
	  	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.  
	  	[Chinese translation]    
	    
	  	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 20 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.  
	  	[Chinese translation]  
		   
	  	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. 
	  	[Chinese translation]  
		    
	  	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.  
	  	[Chinese translation]  
	     
	6. 	Change in Circumstances [Chinese translation]  
	      
	  	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.  
	  	[Chinese translation]  
	     
	  	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  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                              Page 11 of 22

	  	and to achieve the generation and transfer of the Anticipated Emission  
	  	Reductions.  
	  	[Chinese translation]  
	     
	  	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.  
	  	[Chinese translation]  
	      
	      
	7. 	Conditions Precedent [Chinese translation]  
	   
	  	This Agreement shall enter into force upon satisfaction of the following  
	  	condition precedent: [Chinese translation]  
	   
	  	Conclusion of a binding agreement with the Host Country.  
	  	[Chinese translation]  
	   
	   
	8. 	Miscellaneous [Chinese translation]  
	   
	   
	8.1. 	Assignment and Subcontracting [Chinese translation]  
	   
	   
	  	Because the interests of Project Proponent is paid by Purchaser, Project  
	  	Proponent shall not, without the written consent of Purchaser, assign or transfer  
	  	the Agreement or the benefits or obligations thereof or any part thereof to any  
	  	other person.  
	  	[Chinese translation]  
		 
	  	Purchaser may transfer any of its rights or obligations under the ERPA to any  
	  	third party (“assignee”) without consent of Project Proponent. However,  
	  	Purchaser shall inform Project Proponent for these transfers if any. Rights and  
	  	obligations between Purchaser and Project Proponent remain the same after the  
	  	transfer.  
	  	[Chinese translation]  
	   
	  	Within 90 business days before the first commitment period come to an end,  
	  	both Parties shall renegotiate to continue the agreement. If over 30 days, starting  



Initial: Project Proponent:_____nitial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                              Page 12 of 22

	  	the day on which the first commitment period ends, both Parties can not come  
	  	to an agreement, Project Proponent has full power to assign the Agreement to  
		any other person without legal ties from Purchaser. [Chinese translation]
	   
	8.2. 	Confidentiality and Disclosure [Chinese translation]  
	  
	  	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.  
	  	[Chinese translation]  
	  
	  	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 of the Kyoto Rules.  
	  	[Chinese translation]  
	  
	  
	8.3. 	Notices [Chinese translation]  
	  
	  	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.  
	  
	  	[Chinese translation]  
	  
	  	A communication shall only be considered as legal effect if it is posted and  
	  	confirmed by both Parties.  
	  
	  
	8.4. 	Entire Agreement [Chinese translation]  
	  
	  	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.  
	  	[Chinese translation]  
	  
	8.5. 	Amendments [Chinese translation]  
	  	This Agreement may only be amended with the written consent of the Parties  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                       Page 13 of 22

	  	hereto.  
	  	[Chinese translation]  
	  
	8.6. 	Severability [Chinese translation]  
	  	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.  
	  	[Chinese translation]  
	  
	8.7 	Governing law [Chinese translation]  
	  	This Agreement shall be governed and construed in accordance with Chinese 
	  	law excluding its rules on conflicts of laws.  
	  	[Chinese translation]  
	  
	8.8. 	Jurisdiction [Chinese translation]  
		  
	  	Any dispute, claim or controversy arising out of or relating to this agreement  
	  	will be settled by arbitration at Hong Kong International Arbitration Center  
	  	(“HKIAC”) in Hong Kong under the UNCITRAL Arbitration Rules. The  
	  	number of arbitrators will be three and the arbitrators will be appointed in  
	  	accordance with the UNCITRAL Rules and the HKIAC Procedures for the  
	  	Administration of international Arbitration (the “HKIAC Procedures”).The  
	  	arbitration proceeding will be administered by HKIAC in accordance with the  
	  	HKIAC Procedures. The legal place of the arbitration will be Hong Kong and  
	  	the language to be used in the arbitral proceedings will be English. All  
	  	arbitration costs (including legal costs) will be borne by the unsuccessful party  
	  	unless otherwise determined by the arbitration tribunal.  
	  	[Chinese translation]  
	   
	8.9. 	Counterparts [Chinese translation]  
	   
	  	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 Chinese version, the English version will prevail.  
	  	[Chinese translation]  



Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                Page 14 of 22

PARTIES TO THE AGREEMENT [Chinese translation] 

WHEREOF the parties have agreed to the terms and conditions of this agreement as

outlined above, this .... 21st (Day) of ... Oct..., 2008, in the presence of:

[Chinese translation]:  

	 Purchaser:  	  
	     
	  
	  
	  
	                                                           	DR. TRI VU TRUONG   
	                                                           	President-CEO: Dr. Tri Vu Truong 
	 Project  	  
	 Proponent:  	  
	    
	  
	  
	  
	                                                           	LI, SHENGGUO   
	 	General Director: Li, Shengguo 
	  
	Witness No 1  	Witness No 2  

 

 

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                 Page 15 of 22

ANNEX i:

1. The salient features of Treatment of Urban Domestic Refuse and Resource Utilization in Pingyuan County Project

 

 

 

 

  

2. Project time schedule:

- The year 2008:

- The year 2009:

- The year 2009 – 2010:;

- The year 2011:

 

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                         Page 16 of 22

ANNEX ii:

WORK FLOW OF CDM ACTIVITY




Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                     Page 17 of 22

ANNEX iii:

SUMMARY OF FEASIBILITY STUDY (FS) AND 

ENVIRONMETAL IMPACT ASSESSMENT (EIA)

 

 

 

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                   Page 18 of 22

ANNEX iv:

PROJECT DEVELOPMENT DOCUMENT (PDD)

 

 

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






Emission Reduction Purchase Agreement                                                                                                                                            Page 19 of 22

ANNEX I [Chinese translation] The salient features of Treatment of Urban Domestic Refuse and Resource 

Utilization in Pingyuan Country, Dezhou City, Shangdong Province



[Chinese translation] 

	 	  	  
	  	  	  	  
	No/Stt  	[Chinese translation]  	[Chinese translation]  	[Chinese translation]
	[Chinese translation]
	   
	1  	Solid waste characterization/ [Chinese translation] 	   	   
	  	Paper & Textile[Chinese translation]  	%  	3.8  
	  	Garden and park waste [Chinese translation]	  %	  
	  	Food waste [Chinese translation]  	%  	61  
	  	Wood and Straw waste Chinese translation]	  %	  
	  	Inert [Chinese translation]  	%  	35.2  
	  2	Solid waste quantity (Historical) Year

2006 [Chinese translation]  	Tons/year  	200750  

	3  	Solid waste quantity (Historical) Year

2007 [Chinese translation]  	Tons/year  	211700  

	4	Solid waste quantity (projected) Year  ____________________

[Chinese translation]  	Tons/year  	222650  

	5  	Average solid waste density [Chinese translation] 	  Kg/m3	  360 
	  	                                               [Chinese translation]  	   	   
	7  	Treatment capacity [Chinese translation]  	Tons/year  	220000  
	8	Treatment type [Chinese translation]	Aerobic

[Chinese translation]	Aerobic  

	9	CO2 emissions during treatment

[Chinese translation]  	TCO2/ton

solid waste  	0.0328  

	  	                                               [Chinese translation]  	   	   
	10	Average round trip to supply solid

waste [Chinese translation]  	Km  	45  

	11	Number of trips - transportation of

solid waste [Chinese translation]  	  Trips/day	  61

	12	Average load - transportation of solid

waste [Chinese translation]  	tons/truck [Chinese

translation]  	10  

	13	Fuel consumption - transportation of

solid waste [Chinese translation]  	L/kg solid

waste  	0.0019  




Initial: Project Proponent:____Initial: Ecolocap Solution (Canada) Inc. :_____






	Emission Reduction Purchase Agreement                                                                                            Page 20 of 22 
	   
	  [Chinese translation]  
	 27	ACM methodology employed to

calculate emission reduction [Chinese translation] 	ACM#	AM0025

	28	Estimation of the emission reduction

CERs [Chinese translation]  	 	 

	   	2009  	T CO2e/year  	  0  
	   	2010  	T CO2e/year 	  6308 
	   	2011  	T CO2e/year  	19665  
	   	2012  	T CO2e/year  	32253  
	   	Average (2010-2026)  	T  CO2e/year  	 87814 
	ECOLOGICAL [Chinese translation]
	29	Are there any other areas on or around the location which are important or

sensitive for reasons of their ecology e.g. wetlands, watercourses or other

water bodies, the coastal zone, mountains, protected forests or

woodlands, which could be affected by the project? [Chinese translation]  	Yes/no	No







	30	Are there any areas on or around the location which contain important, high

quality or scarce resources e.g. groundwater, surface waters, forestry,

agriculture, fisheries, minerals, which could be affected by the project?

[Chinese translation]  	Yes/no	No






	31	Is the project location susceptible to earthquakes, subsidence, landslides,

erosion, flooding or extreme or adverse climatic conditions e.g. temperature

inversions, fogs, severe winds, which could cause the project to present

environmental problems? [Chinese translation]  	Yes/no	No










Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






	Emission Reduction Purchase Agreement                                                                                                                         Page 21 of 22
	  
	  
	  
	  SOCIAL [Chinese translation]
	32  	Are there existing land uses on or around the location e.g. homes, other

private property, industry, commerce, historic or cultural importance, public

open space, community facilities, agriculture, forestry, tourism, or

quarrying which could be affected by the project? [Chinese translation]	Yes/no	No







	LEGAL [Chinese translation]
	33	Permit has been granted by all concerned stakeholders (developer,

community, population, Ministry of Resource Environment or other

governmental agencies)? (If yes, please provide copies separately) [Chinese

translation]	
Yes/no



List of

permits

and

approvals

[Chinese

translation] 

	No  






	  	FINANCIAL [Chinese translation] 	  
	             34	Sales [Chinese translation]

                                Fertilizer [Chinese translation]

                             Plastic pellets [Chinese translation]

                                 Bricks [Chinese translation]	Tonnes/year

Tonnes/year

  Tonnes/year  	54000

600

900  





	             35	Revenues (including VAT)  [Chinese translation]

                                  Fertilizer [Chinese  translation]

                                Plastic pellets [Chinese translation]

                                     Bricks [Chinese translation]	106 USD/tonne

106 USD/tonne

106 USD/tonne	9.15

0.175

0.3947 



	36	Total forecasted investment cost (interest not included)

[Chinese translation]	106 USD	19.38


	38	Amount in equity currently available? [Chinese translation]	106 USD 	9.88  


	39  	Secured borrow amount? [Chinese translation]	106 USD 	9.94  

	            40	Borrow secured interest rate(s) [Chinese translation]	% 	7.83  




Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____






	Emission Reduction Purchase Agreement                                                                                               Page 22 of 22 
	  
	  
	


41

                                                     

	If financing has not completed, which amount is

missing to complete financing? [Chinese translation]	106USD	 




	42	Financing characterization [Chinese translation]

Equity [Chinese translation],

Bank [Chinese translation],

Government subsidy [Chinese translation],

Government loan [Chinese translation],

Other [Chinese translation]	


%

%

%

%

%

 

	


49.85

50.15










	43	What is forecasted IRR of the project without supplement money of CDM? [Chinese

translation]	%	7.49% 



	44	What is forecasted IRR of the project with supplement

money of CDM? [Chinese translation]	%	10.65%



	45	What is the forecasted Return On Investment (ROI) of the

project? [Chinese translation]	%	7.03%


	46	
Have you started infrastructure work? [Chinese translation] If yes, When did you start? 

[Chinese translation] If yes, what are the works already completed?

[Chinese translation]

	Yes/no

Date [Chinese translation]

List [Chinese translation]	NO









Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____