Contract
      for Sale and Purchase of CNG

     

    


    Seller:
      Henan Zhong Yuan Green Energy Hi-Tech Co., Ltd.

    Buyer:
      Beijing Zhong Ran Wei Ye Gas Co., Ltd.

     

    Date
      of
      Contract: August, 18, 2007

    Term
      of
      Contract: August, 18, 2007—
      August,
      17, 2008

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Contract is signed by and between:

    Seller:
      Henan Zhong Yuan Green Energy Hi-Tech Co.,Ltd.

    Buyer:
      Beijing Zhong Ran Wei Ye Gas Co., Ltd. (Sui County/ Yucheng County)

    Each
      Party of this Contract is referred to as “any Party” separately, and the two
      Parties are referred to as “both Parties” collectively.

    


    This
      Contract is made and entered into effective on August 18,2007, at Puyang City
      ,Henan Province, between the Seller and the Buyer.

    


    
      	
              1.

            	
              Preamble

            


    

     

    Based
      on
      the principals of equality and mutual benefit, honesty and mutual trust, both
      Parties agree to sign and implement this Sale and Purchase Contract for
      Compressed Natural Gas through friendly consultation. 

    


    
      	
              2.

            	
              Definition

            


    

     

    For
      the
      purposes of this Contract, the following terms and phrases shall have the
      meaning and interpretation given herein.

    


    
      	
              2.1

            	
              Compressed
                Natural Gas
                or
                CNG
                shall
                mean natural gas processed by compressors from gaseous hydrocarbon
                compounds or mixture with hydrocarbon compounds at standard
                conditions.

            


    

     

    
      	
              2.2

            	
              Standard
                Conditions
                shall mean an environment with a temperature of 20 degrees Celsius
                and an
                absolute pressure of 101.325 kPa (standard atmospheric
                pressure).

            


    

     

    
      	
              2.3

            	
              Term
                of this Contract
                shall mean successive
                periods of calendar days running
                from the day when this Contract enters into force to the day it
                terminates.

            


    

     

    
      	
              2.4

            	
              Starting
                Day of Gas Supply
                shall mean a specific date agreed by both Parties for compressed
                natural
                gas to be delivered for the first
                time.

            


    

     

    
      	
              2.5

            	
              Daily
                Gas Supply
                shall mean the amount of daily gas supply agreed by both Parties,
                based on
                the demand raised by Party B from the day when gas supply commences
                to the
                day it terminates.

            


    

     

    
      	
              2.6

            	
              Standard
                Cubic Meter
                shall mean the quantity of natural gas, which at standard conditions,
                occupies the volume of one cubic
                meter.

            


    

     

    
      	
              2.7

            	
              Gas
                Quality
                shall mean the quality of CNG.

            


    

     

    
      	
              2.8

            	
              Gas
                Supply Loss
                under this Contract shall be subjected to terms in the
                Administrative Regulations of Measurement in Sales of Crude Oil,
                Natural
                Gas and Stabilized Light Hydrocarbon.

            


    

     

    
      	
              2.9

            	
              CNG
                Price shall
                mean the price for each standard cubic meter of CNG delivered by
                the
                Seller to the Buyer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.10

            	
              Delivery
                point
                shall mean the place where the Seller delivers and measures, and
                the Buyer
                receives CNG, which is also the place where the ownership and risk
                of CNG
                is shifted to the Buyer. 

            


    

     

    
      	
              3.

            	
              Subject
                Matter

            


    

     

    The
      subject matter agreed under this Contract is CNG.

    


    
      	
              4.

            	
              Term
                of the Contract

            


    

     

    
      	
              4.1

            	
              This
                Contract is to be valid for one year from the day it is signed by
                both
                Parties to August17, 2008. Annual Contracts for Sale and Purchase
                of CNG
                shall be signed yearly. The Parties shall negotiate and sign such
                contracts for the next year when the previous one is
                due.

            


    

     

    
      	
              4.2

            	
              The
                starting day of gas supply under this Contract is November15,
                2007.

            


    

    


    
      	
              5.

            	
              Gas
                Quality 

            


    

     

    
      	
              5.1

            	
              The
                quality of gas provided by the Seller shall meet GB18047-2000
                Vehicle-Use CNG Standards.
                

            


    

     

    
      	
              5.2

            	
              CNG
                sample shall be taken from gas supply outlet before flange and after
                pipe
                header from Zhongyuan Oilfield transmission and distribution station
                to
                CNG filling station. Gas sample shall be taken in accordance with
                GB/T13609-92
                Natural Gas Sampling Method
                and gas quality analysis shall be done pursuant to GB/T13610-92
                Analysis
                of Natural Gas by Gas Chromatography.

            


    

     

    
      	
              5.3

            	
              Should
                the Buyer has any questions about the gas quality analysis report, both
                Parties shall resolve through consultation. Other sampling tests
                shall be
                scheduled. If the new report shows gas quality meets
                GB18047-2000
                Vehicle-Use CNG Standards,
                the Buyer shall bear the test fee, whereas if the new report shows
                the gas
                quality fails to meet the abovementioned standards, the test fee
                shall be
                borne by the Seller.

            


    

    


    
      	
              6.

            	
              Delivery
                Point and Delivery Mode

            


    

     

    
      	
              6.1

            	
              The
                delivery point of CNG shall be the Seller’s gas-filling stations as agreed
                under this Contract. Measurement shall be done with high pressure
                mass
                flow meters.

            


    

     

    
      	
              6.2

            	
              The
                Seller fills CNG via CNG vehicles at the delivery
                point.

            


    

     

    
      	
              6.3

            	
              Personnel
                who deliver and receive CNG shall be authorized by the Parties
                respectively. The Buyer’s personnel shall confirm the delivery of each CNG
                vehicle by signature.

            


    

    


    
      	
              7.

            	
              Contract
                Gas Supply

            


    

     

    
      	
              7.1

            	
              During
                the term of this Contract, annual contract gas supply shall be 1.98million
                standard cubic meters; daily gas supply shall be 6000 standard cubic
                meters. CNG supplied by the Seller shall only be used by the Buyer
                to
                explore industrial fuel market and civic fuel market in (Sui
                County/Yucheng County). Should the Buyer use CNG to explore fuel
                markets
                in regions other than (Sui County/Yucheng County), the Seller shall
                have
                the right to terminate gas supply.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              Due
                to the limitation of prediction, the Seller does not promise to provide
                gas 10% over the annual contract supply; either does the Buyer promise
                to
                demand such an amount. Should any Party demand gas over 10% (including
                10%) than the annual contract supply, the Parties shall resolve through
                further consultation.

            


    

     

    
      	
              7.3

            	
              Both
                Parties agree that, maximum daily gas supply shall not exceed 110%
                of the
                contract daily supply, and minimum daily gas supply shall not be
                lower
                than 90% of such an amount.

            


    

    


    
      	
              8.

            	
              Designated
                Procedure

            


    

     

    
      	
              8.1

            	
              During
                the term of this Contract, should gas supply need to be suspended
                due to
                reasons of any Party, such as regular inspections of Seller’s CNG-filling
                stations or sudden failures which are unforeseeable, unavoidable
                or
                insurmountable, or large scale regular inspections of Buyer’s downstream
                user gas facilities (i.e. annual overhaul in user factories or urban
                transformation which prevent households to use gas) or sudden failures
                which are unforeseeable, unavoidable or insurmountable, such Party
                must
                inform the other Party in writing one calendar month (15 days in
                advance)
                before the gas supply suspense. In cases of sudden failures, such
                Party
                must inform the other Party within 24 hours, for the sake of
                self-protection.

            


    

     

    
      	
              8.2

            	
              One
                month before this Contract is due, the Buyer shall provide the Seller
                with
                “annual gas demand” for the next year and “monthly gas demand” for each
                and every month of the next year. The Seller and the Buyer shall
                verify
                the amount in the CNG Sale and Purchase Contract signed for the next
                year
                through consultation.

            


    

    


    
      	
              9.

            	
              Measurement

            


    

     

    
      	
              9.1

            	
              Both
                Parties agree under this Contract that CNG shall be measured in volume
                under standard conditions at delivery point. Unit of measurement:
                standard
                cubic meter.

            


    

     

    
      	
              9.2

            	
              Measurement
                of CNG shall be decided by the Seller’s measuring
                instruments.

            


    

     

    
      	
              9.3

            	
              The
                Seller’s measuring instruments shall take annual testing by
                government-authorized Measurement & Testing Institutions. The Buyer
                can send its representatives to witness such testing. But under no
                circumstances shall the participation or non-participation of such
                representatives affect the operation and effectiveness of such
                testing.

            


    

     

    
      	
              9.4

            	
              After
                each of such testing, should the Buyer require the Seller to provide
                testing certificate, the Seller has the obligation to send the copy
                of
                testing certificate to the Buyer within 30 days after the
                testing.

            


    

     

    
      	
              9.5

            	
              Fees
                incurred from testing of measuring instruments as agreed above shall
                be
                borne by the Seller, whereas fees incurred by the participation of
                the
                Buyer’s representatives shall be borne by the
                Buyer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.6

            	
              Should
                the Buyer has any objection to the Seller’s measurement or require
                re-testing or any testing on the Seller’s measuring instruments, other
                than the agreed one, if the result proves the error of Seller’s measuring
                instruments meet national standards, the Buyer shall recognize the
                original measurement by the Seller while bearing fees of such re-testing.
                During such disputed time, the Seller’s measurement is still held as
                effective. Disputed amount shall be resolved through consultation
                between
                the two Parties.

            


    

     

    
      	
              9.7

            	
              CNG
                daily delivery measurement vouchers shall be executed in six copies
                (two
                for the Buyer and four for the Seller). Such vouchers shall be filled
                daily by the Seller, and enter into force when signed and sealed
                by
                personnel from both Parties. If the Buyer has any questions about
                figures
                on such vouchers, both Parties shall verify the figures while promptly
                noting down disputes on the vouchers with signatures from both Parities.
                But it shall not exempt the Buyer from its obligation to make payment
                based on invoice provided by the Seller. 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.

            


    

     

    
      	
              9.8

            	
              All
                records or documents such as original materials, certificates, reports
                relating to measurement, delivery and testing of both Parties shall
                be
                kept for at least one year.

            


    

    


    
      	
              10.

            	
              Price
                and Payment

            


    

     

    
      	
              10.1

            	
              Both
                Parties agree that payment shall be made according to the Contract
                Price
                and actual gas delivery.

            


    

     

    
      	
              10.2

            	
              Payment
                Price: Both Parties agree that the price for CNG at delivery point
                shall
                be RMB 2.2 per cubic meter (including
                tax).

            


    

     

    If
      CNG is
      transported by the Seller, a separate Transportation Contract shall be signed
      based on actual transportation distance.

     

    
      	
              10.3

            	
              During
                the term of this Contract, should any change occur to national laws
                and
                regulations, Sinopec’s policies towards Zhongyuan Oilfield, or the market,
                the price of CNG shall be adjusted in time
                accordingly.

            


    

     

    
      	
              10.4

            	
              As
                agreed in this Contract, CNG payment accounts shall be verified weekly
                and
                settled monthly. When receiving the payment, the Seller shall provide
                the
                Buyer with natural gas sales invoice, as the basis of payment
                settlement.

            


    

     

    
      	
              10.5

            	
              Seven
                days after signing this Contract, the Buyer shall pay 100,000yuan
                as
                deposit before August 22, 2007 as agreed by both Parties in this
                Contract.
                Otherwise, this Contract shall not be effective. The Buyer shall,
                make a
                total of RMB 200,000 deposit to the Seller seven days before using
                the
                gas, that is, before the day of November 23,
                2007.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.6

            	
              The
                Buyer shall settle the payment through banks in the form of deposit.
                When
                the deposit decreases to less than RMB 100,000, the Buyer shall make
                it up
                to RMB 200,000 in time.

            


    

     

    
      	
              10.7

            	
              When
                this Contract terminates, the Seller shall refund the Buyer’s remaining
                deposit promptly.

            


    

     

    
      	
              10.8

            	
              Should
                the Buyer has any objection to the items on the invoice provided
                by the
                Seller, the Buyer shall notify the Seller in writing about the nature
                of
                dispute and the disputed item while making payments for the invoice.
                Payment shall not be suspended during such
                disputes.

            


    

     

    
      	
              10.9

            	
              Should
                the Buyer fail to make full payment for the invoice or fail to make
                payment on the payment day, the Buyer shall pay a late payment penalty
                of
                5‰
                per
                day, which shall be accumulated daily from the day of delayed or
                partial
                payment to the day when the full payment is made by the
                Buyer.

            


    

     

    
      	10.10	
              As
                agreed in this Contract, when the Buyer’s deposit decreases to less than
                RMB 100,000, the Buyer shall make up the amount. Otherwise, the Seller
                can
                unilaterally suspend gas supply. When the Buyer makes full payment
                of
                overdue fees and late payment penalties, the Seller shall resume
                gas
                supply promptly. All the responsibilities and losses incurred in
                the
                deduction and suspense of gas supply shall be borne by the
                Buyer.

            


    

    


    
      	
              11.

            	
              Liabilities

            


    

     

    
      	
              11.1

            	
              Any
                party is only liable for its failure to implement its obligation
                which
                leads to direct losses of the other Party, and make compensation
                for such
                direct losses accordingly.

            


    

     

    
      	
              11.2

            	
              Any
                Party shall not be liable for indirect losses of the other Party,
                or
                losses caused by conducts of the other Party, including profit loss,
                business loss, business suspense or contract loss,
                etc.

            


    

    


    
      	
              12.

            	
              Force
                Majeure

            


    

     

    
      	
              12.1

            	
              Force
                Majeure shall mean events and situation beyond one’s control, which lead
                to non-performance or partial non-performance of one’s contract
                obligations. And such events are unforeseeable, unavoidable or
                insurmountable even when such Party implements prudent operator
                standards.

            


    

     

    
      	
              12.2

            	
              The
                Claiming Party shall be exempt from part or all of its obligations
                due to
                Force Majeure during the Force Majeure event. But obligations for
                due
                payment or due acceptance under this Contract shall not
                apply.

            


    

     

    
      	
              12.3

            	
              The
                Claiming Party shall do the following things as soon as possible
                when
                Force Majeure event happens:

            


    

     

    
      
        
          	12.3.1	
                  Promptly
                    notify the other Party about the Force Majeure event, and keep
                    the other
                    Party informed about the measures to be
                    taken.

                


        

      

    

     

    
      
        
          	12.3.2	
                  Within
                    30 days after the notice, the Claiming Party shall provide relevant
                    document and report to the other Party. If the other Party requires
                    verification of the Force Majeure event, the Claiming Party shall
                    try its
                    best to provide the other Party access into the scene. But the
                    risks and
                    costs thus incurred shall be borne by the other
                    Party.

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	12.3.3	
                  As
                    soon as the Force Majeure factor or event defined under this
                    Contract is
                    corrected or ceases to have impact, the Claiming Party shall
                    resume its
                    contract obligations.

                


        

      

    

    


    
      	
              13.

            	
              Settlement
                of Disputes

            


    

     

    
      	
              13.1

            	
              In
                the event of any dispute or controversy arising out of or relating
                to this
                Contract, the Parties shall attempt in the first instance to resolve
                such
                dispute through friendly
                consultations.

            


    

     

    
      	
              13.2

            	
              If
                such dispute or controversy can not be solved through consultation,
                any
                Party shall have the right to file litigation at the court in the
                region
                where this Contract is signed.

            


    

    


    
      	
              14.

            	
              Amendment,
                Transfer and Termination 

            


    

     

    
      	
              14.1

            	
              Without
                written approval of the other Party in advance, neither Party has
                the
                right to amend or transfer any rights and obligations under this
                Contract.
                

            


    

     

    
      	
              14.2

            	
              Should
                any Party need to amend or transfer any of its rights and obligations
                under this Contract, such Party shall inform the other Party in written
                notice. Such Party can amend or transfer its rights and obligations
                if the
                other Party agrees in writing.

            


    

     

    
      	
              14.3

            	
              In
                the event of the following occurrences, the Seller or the Buyer has
                the
                right to terminate this Contract in
                advance:

            


    

     

    
      	
              14.3.1

            	
              When
                the terms of this Contract are severely
                violated.

            


    

     

    
      	
              14.3.2

            	
              When
                Force Majeure events happen, which severely affect the Seller’s or the
                Buyer’s performance of its contract
                obligations.

            


    

     

    
      	
              14.4

            	
              The
                termination of this Contract shall not affect any Party’s rights and
                obligations before the Contract
                terminates.

            


    

    


    
      	
              15.

            	
              Applicable
                Law

            


    

     

    
      	
              15.1

            	
              The
                Parties must comply with and obey all the applicable laws, regulations
                and
                industrial norms in the People’s Republic of
                China.

            


    

     

    
      	
              15.2

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

            


    

    


    
      	
              16.

            	
              Miscellaneous

            


    

     

    
      	
              16.1

            	
              During
                the implementation of this Contract, both Parties shall keep the
                terms of
                this Contract confidential and shall not release any information
                to a
                third Party other than the parties of this
                Contract.

            


    

     

    
      	
              16.2

            	
              This
                Contract covers all the agreements made between the Seller and the
                Buyer
                on the relevant matters. There shall be no other oral promise or
                statement
                which affects this Contract.

            


    

     

    
      	
              16.3

            	
              As
                for the matters which have not been covered in this Contract, the
                Parties
                shall make supplementary provisions or agreements through consultation.
                Such supplementary provisions or agreements shall have the same legal
                effect as this Contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.4

            	
              All
                amendments and supplementary provisions to this Contract (including
                Appendix) shall be made in writing and signed by both Parties or
                their
                respective authorizers or successors. Otherwise, such amendments
                and
                supplementary provisions shall not be considered
                effective.

            


    

     

    
      	
              16.5

            	
              This
                Contract shall enter into force when it is signed and sealed by both
                Parties and the Buyer pays 100,000yuan as
                deposit.

            


    

     

    
      	
              16.6

            	
              This
                Contract is made in eight copies; each Party holds four copies, which
                are
                equally authentic. 

            


    

     

    The
      Seller: Henan Zhong Yuan Green Energy Hi-Tech Co., Ltd. 

    Representative:
      (signed) 

    (sealed)
      

    


    The
      Buyer: Beijing Zhong Ran Wei Ye Gas Co., Ltd.

    Representative(signed)

    (sealed)