Contract
      for Supply and Use of Natural Gas 

    


    (CNG
      Users Applicable) 

    


    Supplier:
      Hebei Natural Gas Co.,Ltd.

    


    User:
      Beijing Zhong Ran Wei Ye, Co.,Ltd

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Annual
      Contract for Supply and Use of Natural Gas 2007 


    


    Supplier:
      Hebei Natural Gas Co., Ltd. (hereinafter called “the Supplier”)

     

    User:
      Beijing Zhong Ran Wei Ye Gas Co., Ltd. (hereinafter called “the
      User”)

    


    According
      to national
      laws and regulations,
      both
      Parties agree to enter into this Contract for sale and purchase of compressed
      natural gas through consultation, with terms and conditions hereinafter set
      forth:

    


    1. Term
      of
      Contract: 

     

    1.1
 The
      term of this Contract
      is one year. 

     

    1.2
 Period
      of gas supply: from
      January 1, 2007 to December 31, 2007. 

     

    2. Mode
      of Gas Supply and Delivery Point

     

    
      2.1
        Mode of Gas Supply: the User uses its own trailers
        for
        gas-filling at the Supplier’s CNG mother station.

    

    


    2.2
      Delivery Point

     

    2.2.1
      The
      delivery point is gas-filling posts where the Supplier fills gas into the User’s
      trailers, measurement figures at this delivery point shall be the basis for
      payment.

     

    2.2.2
      When the Supplier delivers CNG to the user at delivery point, ownership and
      risk
      of CNG is thus shifted from the Supplier to the User. 

    


    


    3. Quantity
      and Quality of Gas Supply

     

    3.1
      Quantity of Gas Supply

     

    Sale
      and
      Purchase of CNG in 2007 is 1.008 million standard cubic meters, with monthly
      proportion as follows: 

     

    Unit
      of
      Measurement: 10 thousand standard cubic meters

     

    
      	
              JAN

            	
               

            	
              FEB

            	
               

            	
              MAR

            	
               

            	
              APR

            	
               

            	
              MAY

            	
               

            	
              JUN

            	
               

            	
              JUL

            	
               

            	
              AUG

            	
               

            	
              SEP

            	
               

            	
              OCT

            	
               

            	
              NOV

            	
               

            	
              DEC

            
	
              18

            	 	
              18

            	 	
              10.8

            	 	
              3.6

            	 	
              3.6

            	 	
              3.6

            	 	
              3.6

            	 	
              3.6

            	 	
              3.6

            	 	
              3.6

            	 	
              10.8

            	 	
              18

            


    

    


    3.2
      Quality of Gas Supply

     

    Gas
      quality shall meet the
      standards of CategoryII
      natural
      gas set forth in GB17820-1999 Natural
      Gas,
      the
      national standards of the People’s Republic of China.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.
      Designated
      Procedure

     

    4.1
      During the term of this Contract, the User shall provide the Supplier with
      “ten-day-period demand” for the next ten days 5 days before the present
      ten-day-period ends, and provide the Supplier “annual demand” for the next year
      before the first day of October each and every year. A Contract for sale and
      purchase of CNG shall be signed before using gas in the next year through
      consultation between the two Parties. 

    


    4.2
      Gas
      supply shall have monthly plan, ten-day-balance and daily
      designation.


    


    5.
      Price,
      Measurement and Payment

     

    5.1
      The
      Supplier provides natural gas at a price of RMB 1.90 per standard cubic meter
      (tax included).

     

    During
      the term of this Contract, should the price of natural gas be adjusted, the
      adjusted price shall be adopted pursuant to the time designated in such
      documents.

    


    5.2
      Measurement

     

    5.2.1
      Under this Contract, CNG shall be measured in volume (standard cubic meter)
      at
      delivery point.

     

    5.2.2
      Standard reference condition for natural gas volume is: temperature: 293,15K
      (20°C),
      pressure: 101.325Kpa (standard atmospheric pressure).

     

    5.2.3
      Measuring instruments which are the basis for payment shall be natural gas
      filling posts which have passed tests by government-authorized measurement
      and
      testing institutions.

     

    5.2.4
      Measurement of CNG shall be based on the Supplier’s gas filling
      posts.

     

    5.2.5
      CNG
      delivery measurement vouchers shall be executed in six copies (two for the
      User
      and four for the Supplier). Such vouchers shall be signed and sealed by
      designated personnel from both Parties after each time of gas filling. If any
      Party has any objection to the measurement, such Party shall sign the voucher
      while noting down disputes on vouchers. But it shall not exempt such Party
      from
      its obligation to supply gas or make payment. Such disputes shall be resolved
      through dispute settlement methods agreed between the two Parties. And whether
      to adjust gas amount and payment or not shall be decided by results of such
      settlements. Under all circumstances, should any Party refuse to sign
      measurement vouchers, such Party shall be deemed as breaching this
      Contract.

     

    5.2.6
      Should any party has objection to the measurement value, such objection shall
      be
      resolved through dispute settlement methods agreed under this Contract. Should
      any Party regard the measuring instruments as faulty, the Parties shall
      negotiate a time to schedule tests on the measuring instruments by
      government-authorized measurement and testing institutions. Testing fees shall
      be borne by the liable Party. Delivery figures shall be corrected from the
      day
      when disputes arise according to test results by Government-authorized
      measurement and testing institutions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2.7
      Should this provision contradict with relevant natural gas measurement
      regulations of the People’s Republic of China, the national measurement
      regulations shall prevail.

    


    5.3
      Payment

     

    5.3.1
      Gas
      payment shall be made based on the measurement values at the Supplier’s
      gas-filling posts. Delivery measurement receipts shall be the Supplier’s voucher
      when settling payment with the User. 

     

    5.3.2
      Payment is done through deposit under this Contract. The deposit period is
      10
      days. The User must pay deposit for the next week before the 10th,
      20th
      and
      30th
      of each
      month. The Supplier shall provide the User with gas consumption plan for the
      next week 3 days before each period ends, as vouchers for the User to pay
      deposit for the next period. 

     

    5.3.3
      the
      User shall pay deposit for 10 days of gas consumption through telegraphic
      transfer or transfer cheque. The User shall make full payment based on the
      gas
      consumption plan for the next period provided by the Supplier. If the User’s
      deposit fails to cover gas consumption in such period, the Supplier has the
      right to abate or suspend gas supply when gas of the deposit value has been
      consumed. All the responsibilities and losses arise from such process shall
      be
      borne by the User. If the User’s deposit exceeds the due payment for actual use
      of gas in such period, the excessive amount of deposit can be used for the
      next
      period. The Supplier provides the User with CNG Sales Invoice according to
      actual consumption on delivery measurement receipts. Such invoices shall be
      sent
      to the User before the end of each month. 


    


    6.
      The
      Supplier’s Rights and Obligations

     

    6.1
      The
      Supplier has the obligation to supply gas to the User in accordance to the
      quantity and quality as agreed in this Contract. 

    


    6.2
      The
      Supplier shall suggest the User to prepare back-up energy based on production
      needs.

    


    6.3
      Should gas supply need to be restricted or suspended due to limited upstream
      gas
      source, equipment inspection or major changes in production and organization
      on
      the Supplier’s side, the Supplier shall inform the User 24 hours in advance.
      Should accidents affect gas supply, the Supplier shall rush-repair promptly,
      and
      shall inform the User within 2 hours.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.4
      Should the User’s gas facilities or safety management have safety hazards which
      may lead to damage or loss, and should the User fail to make payment as agreed
      in this Contract, the Supplier has the right to suspend gas supply. But the
      Supplier has the obligation to notify the User before the suspense.

    


    6.5
      The
      Supplier has the obligation to keep all terms and relevant information in this
      Contract confidential. Without the User’s written approval in advance, the
      Supplier shall not reveal any terms and information in this
      Contract.


    


    7.
      The
      User’s Rights and Obligations

     

    7.1
      The
      User has the right to supervise the quantity and quality of gas provided by
      the
      Supplier. The User has the obligation to provide the Supplier with periodical
      gas consumption plans in time. Should the User need to increase or decrease
      or
      suspend gas consumption due to its changes in production and organization or
      equipment inspection, the User has the obligation to inform the Supplier two
      days in advance.

    


    7.2
      The
      User has the obligation to make payment promptly as agreed in this Contract.
      

    


    7.3
      The
      User has the obligation to keep all terms and relevant information in this
      Contract confidential. Without the Supplier’s written approval in advance, the
      User shall not reveal any terms and information in this Contract.

    


    8.
      Liabilities for Breach of Contract, Settlement of Disputes, Applicable
      Law

     

    8.1
      Liabilities for Breach of Contract

     

    8.1.1
      Should the Supplier restrict or suspend gas supply, it shall inform the User
      within an agreed time range. The User shall promptly adjust its production
      accordingly; otherwise, the Supplier shall not be liable for any losses thus
      incurred.

     

    8.1.2
      Should the User fail to use gas safely as designated in this Contract, which
      leads to the Supplier’s direct loss, the User shall be liable and compensate
      such direct loss.

     

    8.1.3
      Should the User use gas illegally, the User shall pay 30% of annual contract
      payment as penalty.
      Should such conducts cause damage to the Supplier, the User shall make
      compensation. Should such conducts be criminal, the User shall be subjected
      to
      criminal liabilities in accordance with relevant laws and
      regulations.

     

    8.1.4
      Should the Supplier or the User not be able to supply or use gas normally due
      to
      Force Majeure, which leads to loss, neither Party shall be liable for the
      compensation.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.2
      Settlement of Disputes

     

    Should
      any disputes arise from the implementation of this Contract, the Parties shall
      attempt in the first instance to resolve such dispute through friendly
      consultations. Should such consultation fail, any Party shall file litigation
      at
      People’s Court of Shijiazhuang.

    


    8.3
      Applicable Law 

     

    8.3.1
      Both Parties must comply with and obey all the applicable laws, regulations
      and
      rules of the People’s Republic of China.

     

    8.3.2
      This Contract shall be construed and governed by national laws and industrial
      norms.

    


    9.
      Effectiveness, Amendment and Termination

     

    9.1
      Effectiveness and Amendment

     

    9.1.1
      This Contract shall enter into force when being signed and sealed by both
      Parties. This Contract is executed in four originals, the Supplier and the
      User
      hold two originals respectively.

     

    9.1.2
      During the term of this Contract, should changes occur to national laws,
      regulations, relevant policies or contract terms of upstream gas supply, and
      such changes do have impact on this Contract; the relevant provisions in this
      Contract shall be adjusted accordingly.

     

    9.1.3
      Should any Party need to amend terms of this Contract or make agreement on
      matters not covered in this Contract, such Party shall notify the other party
      of
      the amendment or agreement in writing, and the other Party must respond within
      15 days upon receiving such notice. Supplementary agreements shall be made
      through consultation. Such supplementary agreements shall have the same legal
      effect as this Contract. If the other Party does not reply within agreed time,
      the amendment or supplementary agreements shall be deemed as having been
      accepted by the other Party.

    


    9.2
      Termination

     

    9.2.1
      This Contract shall terminate automatically when its term is due.

     

    9.2.2
      During the term of this Contract, if this Contract is no longer enforceable
      or
      is no longer necessary to be enforced due to major changes in production or
      organization on both sides or either side, or due to Force Majeure, this
      Contract can be terminated in advance through equal
      consultation.


    


    10.
      Documents

     

    Before
      formal gas supply commences, The User shall provide such documents and materials
      according to the Supplier’s requirement as follows:

     

    Copies
      of
      Gas Company Business Certificate, Enterprise Legal Person Business License,
      Tax
      Certificate, Organization Code Certificate, Bank Account License. For gas
      filling vehicles, the User shall provide: Whole Vehicle Product Certificate,
      Air-tightness Test Report, Nitrogen Replacement Report, Certificate and Test
      Report for safety valves; Penetration Test Report for welded joints and coilers;
      Certificates and Test Reports for all valves, Certificates for all meters,
      Certificates for gas cylinders, Product Safety and Quality Supervision and
      Inspection Certificates for gas cylinders, Quality Inspection Certificates
      for
      gas cylinders. All the abovementioned certificates shall be made into booklets
      designated to each gas filling vehicle. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    11.
      Service
      Supervision Hotline:

     

    Customer
      Service: 0311-85278700


    


    12.
      Other
      Agreements:

    


    Supplier:
      Hebei Natural Gas Co.Ltd.

     

    Address:
      No.399, Xiangjiangdao Road, Gaoxin District, Shijiazhuang

    Legal
      Representative:

    Signature
      Agent:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    Signed
      at: Shijiazhuang

    Bank:
      Zhongnan Branch of China Construction Bank

    Account
      No.: 13001615008050004816

    Contact
      Department: CNG Company 

    Contact
      Person: Zhang Jian

    TEL:
      0311-85909290

    Date:
      December, 30, 2006

    


    User:
      Beijing Zhong Ran Wei Ye, Co.,Ltd

    Address:
      Room2008, Tower A, Caizhi International Plaza, No.18, Zhongguancun Dong Road,
      Haidian District, Beijing

    Legal
      Representative:

    Signature
      Agent:

     

    Signed
      at:Shijiazhuang

    Bank:
      Huibin Division, Yayuncun Branch, Agricultural Bank of China.

    Account
      No.: 230601040003953

    Contact
      Department: Operation Department

    Contact
      Person: Wang Weidong

    TEL:
      010-82600038-811

    Date:
      December,29,2006.