THE COOPERATION AGREEMENT
      

    


    Party
      A: Beijing
      Chen Guang Gas Co., Ltd. (Investor)

     

    Party
      B: Urban
      Management Bureau of Chengan Country (Investment Receiver)

     

    Party
      C: Xinji
      Town Municipal Government (Witness)

    


    To
      accelerate the development of municipal installations, improve living conditions
      and the environment, Urban Management Bureau of Chengan Country (hereinafter
      referred to as “Party
      B”)
      plans
      to develop the pipeline gas project in the urban area (the “Pipeline
      Project”).
      Beijing Chen Guang Gas Co., Ltd. (hereinafter referred to as “Party
      A”)
      bids
      for the Pipeline Project. After friendly consultations, the Parties hereby
      agree
      as follows (the “Agreement”):

    


    
      	1.	
              Party
                A shall invest in the Pipeline Project which costs RMB 30 million,
                and
                cover all the expenses except initial residential installation fees.
                The
                purpose of the Pipeline Project is:

            


    

    


    1.1 to
      construct a CNG-supply gas station with a set of instruments to store and
      regulate natural gas;

    


    1.2 to
      construct an urban pipeline network;

    


    1.3 to
      construct inner pipeline networks for residential communities, industrial
      plants, commercial and social organizations, and install pipes to connect
      gas;

    


    1.4 to
      construct a gas station in Chengan

    


    
      	2.	
              The
                Pipeline Project invested by Party A is designed to supply 1,000
                to 1,500
                households at present and 15,000 households in the future. The Pipeline
                Project shall be carried out in stages and the number of customers
                of
                every stage shall be determined by practical situation. Party A shall
                construct a gas station with the capacity of supplying gas to 15,000
                households. The urban pipeline network shall be gradually completed
                by the
                way of connecting inner pipeline networks through which the citizens
                will
                enjoy the benefit of natural gas ahead of
                time.

            


    

    


    
      	3.	
              Party
                A shall comply with PRC and local government laws, regulations and
                relevant rules during its construction and operation, and allow
                supervision and inspection by Party A.


            


    

    


    
      	
              4.

            	
              Party
                B’s Responsibilities during the construction of the Pipeline
                Project

            


    

    


    
      	
            	4.1	
              assisting
                Party A in the procedures for obtaining approvals granted by designing
                and
                planning department, labour department, environmental department,
                department of water & power; (Party A shall for all the relevant
                fees.)

            


    

    


    
      	
            	4.2	
              provision
                of the relevant blueprints and materials; repairing the roads broken
                during the construction; assisting Party A in obtaining the operating
                right and applying preferential treatment related to tax; provision
                of
                places to work and live, storerooms, water and electricity; other
                matters
                entrusted by Party A; (Party A shall for all the relevant
                fees.)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	4.3	
              assisting
                Party A in acquiring the right to use land and organizing relevant
                departments to inspect the construction; (Party A shall for all the
                relevant fees.)

            


    

    


    
      	
              5.

            	
              Party
                A has the exclusive right to operate the pipe gas project within
                the urban
                planned area of Chengan County for 25 years following the start of
                the gas
                station operation, and keep all the operational revenues. Party B
                shall
                grant permission if Party A wants to resume its right at the expiration
                after 25 years.

            


    

    


    
      	
              6.

            	
              Party
                A shall sign contracts having force and effects with customers at
                the time
                of charging initial residential installation fee, and guarantee as
                follows:

            


    

    


    
      	
            	6.1	
              Party
                A shall compensate for the economic losses of customers due to cutting
                the
                gas off except in the case of force
                majeure.

            


    

     

    
      	
            	6.2	
              Party
                A shall refund the initial residential fee if the gas cannot be connected
                to customers within 90 days following the
                payment.

            


    

    


    
      	
              7.

            	
              Party
                A shall finish its application and registration procedure of establishing
                a company before June 30 in 2006, and make the first customers connect
                to
                natural gas before December 31 in 2006; otherwise, this Agreement
                shall be
                terminated.

            


    

    


    
      	
              8.

            	
              The
                Parties may negotiate and execute documents to supplement this Agreement.
                Such supplemental agreements shall have the same force and effect
                as this
                Agreement.

            


    

    


    
      	
              9.

            	
              There
                are five originals of this agreement. Party A and Party B each hold
                two
                originals, and Party C holds one original. Any and all disputes arising
                out of or relating to the performance of this Agreement shall be
                settled
                by the Parties through friendly consultations. If the disputes are
                not
                resolved through friendly consultations, then each party agrees to
                be
                subject to the jurisdiction of the People’s Court of the locality where
                this Agreement is executed.

            


    

     

    
      
        
        

      

      
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                Party
                  A (Seal): Sealed 

              	 	 
	 	 	 
	
                Representative
                  (Signature): Signed

              	 	 
	 	 	 
	
                Date:
                  April 18, 2006

              	 	 
	 	 	 
	 	 	
                Party
                  B (Seal): Sealed

              
	 	 	 
	 	 	
                Representative
                  (Signature): Signed

              
	 	 	 
	 	 	
                Date:
                  April 18, 2006

              
	 	 	 
	
                Party
                  C (Seal): Sealed 

              	 	 
	 	 	 
	
                Representative
                  (Signature): Signed

              	 	 
	 	 	 
	
                Date:
                  April 18, 2006

              	 	 


      

    

    
       

      
        
        

      

      
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