Contract
      for Sale and Purchase of LNG

     

    Party
      A:
      Xinjiang Guanghui LNG Development Co., Ltd

    Party
      B:
      Beijing Zhong Ran Wei Ye Gas Co., Ltd.

     

    Signatory
      Location: Urumqi

    Date:
      August 9, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Party
      A:


    Address:
      Xinjiang Digital Port Plaza, Urumqi.

    Legal
      Representative: Han Shifa

    


    Party
      B:
      Beijing Zhong Ran Wei Ye Gas Co., Ltd.

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

    Legal
      Representative: 

     

    According
      to The
      Contract Law of the People's Republic of China,
      Gas
      Plan(1987)No.2001 the
      Interim Measures Governing Natural Gas Commodity
      and
      present situation in LNG production, supply and consumption, both Parties agree
      to enter into this Contract through consultation, and to comply with terms
      and
      conditions hereinafter set forth:

    


    Article
      One Definition

     

    
      	1.  	
              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.  	
              Day
                shall
                mean the period of any calendar day starting at 8:00 and ending at
                8:00 in
                the next calendar day. 

            


    

    
      	 	 


    

    
      	3.  	
              Delivery
                point
                shall mean the place where Party A delivers and Party B receives
                LNG.

            


    

    
      	 	 


    

    
      	4.  	
              LNG
                Price
                shall mean the price for the LNG delivered by Party A to Party B
                at
                delivery point.

            


    

    


    Article
      Two Term of Contract

    Both
      Parties agree that the term of this Contract shall be three consecutive calendar
      years starting from the effective day, that is from August 9, 2006 to December
      31, 2009.

    


    Article
      Three Term of Gas Supply

    The
      term
      of gas supply shall be from November 1, 2006 to December 31, 2007. Time for
      simultaneous inspection shall be decided through consultation between the two
      parties.

    


    Article
      Four Gas Supply

     

    
      	1.  	
              Planned
                monthly gas consumption for Party B: 450
                tons

            


    

    
      	 	 


    

    
      	2.  	
              Party
                B shall provide Party A with gas consumption plans for the next week
                in
                written forms five days in advance, and pay deposits according to
                Section
                2 of Article Nine under this Contract. Party A shall decide daily
                average
                gas consumption after balancing gas consumption plans for all users.
                Gas
                delivery is done based on actual daily gas
                supply.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Five Gas Delivery 

     

    
      	1.  	
              Delivery
                point agreed under this Contract is: Party B’s city vaporizing gate
                station, i.e. Xuzhou receiving
                station.

            


    

    
      	 	 


    

    
      	2.  	
              Gas
                supply shall be decided by weight lists provided by Party A and signed
                by
                both Parties. Should any dispute arise, it shall be resolved according
                to
                Section 3 of Article Seven under this Contract. The signature time
                of
                weight lists shall be the time when LNG tank containers are received.
                Upon
                such delivery, ownership and risk of LNG is shifted to Party
                B.

            


    

    


    Article
      Six Gas Quality

     

    
      	1.  	
              Gas
                quality shall meet the standards of Category
                natural gas set forth in GB17820-1999 Natural Gas, the national standards
                of the People’s Republic of China.

            


    

    
      	 	 


    

    
      	2.  	
              LNG
                composition shall be analyzed by Shanshan LNG Plant, which shall
                provide
                gas composition reports.

            


    

    


    Article
      Seven Measurement

     

    
      	1.  	
              LNG
                shall be measured in weight.

            


    

    
      	 	 


    

    
      	2.  	
              Measuring
                instruments shall be tested regularly according to measurement and
                testing
                regulations issued by State Bureau of Technical Supervision and China
                Natural Gas Group Co.. Legalized testing departments shall inform
                Party A
                and Party B to send representatives to witness tests of measuring
                instruments.

            


    

     

    Measurement
      personnel must have operation certificates issued by provincial or ministerial
      regulative departments or their authorized measurement technical
      institutions.

     

    
      	3.  	
              Should
                Party B has any objection to Party A’s measurement, Party B shall first
                sign the weight lists and note down disputed content. Party B shall
                make
                payment based on Party A’s measurement. Both Parties shall make
                simultaneous testing on measuring instruments within three days since
                Party B makes written objection. Should Party A fail such tests,
                Party A
                shall correct the measurement value and adjust measurement starting
                from
                the day when Party B makes objection. At the end of each month, Party
                A
                shall refund for any overpayment or demand supplemental payment for
                any
                deficiency, based on the adjusted measurement agreed between the
                two
                Parties. Should Party A pass such tests, Party B shall bear the costs
                for
                testing measuring instruments and other meters, for personnel and
                equipment.

            


    

    


    Article
      Eight Price

     

    Price
      for
      Party A’s LNG is consisted of ex-plant price and transportation fee. Based on
      the price structure of Party A, both Parties agree through consultation that,
      the price for LNG provided by Party A to Party B shall be RMB 3950per ton (tax
      included), among which RMB 1818 per ton is ex-plant price and RMB 2132 per
      ton
      is transportation fee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Nine Payment

    
      	 	 


    

    
      	1.  	
              Party
                B shall pay Party A deposits ( Planned weekly gas consumption times
                gas
                price). And Party A shall deliver gas upon receiving the
                payment.

            


    

    
      	 	 


    

    
      	2.  	
              Payment
                shall be made through means such as remittance. Legal invoice shall
                be
                provided for ex-plant price and special invoice for transportation
                shall
                be provided according to regulations of transportation
                industry.

            


    

    


    Article
      Ten Obligations and Responsibilities

     

    
      1.
        Party
        A’s
        Obligations and Responsibilities

    

     

    
      
        	1)	
                Party
                  A shall provide Party B with stable and continuous gas supply according
                  to
                  the quality and quantity agreed under this
                  Contract.

              


      

    

     

    
      	2)	
              Party
                A shall carry out annual inspection on production equipment, regular
                inspection on power lines and equipment, so as to ensure normal gas
                supply. If gas supply needs to be suspended due to such regular
                inspections, Party A shall inform Party B in writing 10-20 days in
                advance, so that Party B has enough time to make gas reserve preparation
                before the suspense.

            


    

     

    
      	3)	
              Party
                A shall promptly inform Party B of suspense of gas supply due to
                sudden
                failures in power lines, equipment and other aspects ( non- Force
                Majeure
                events).

            


    

     

    2.
      Party
      B’s Obligations and Responsibilities

     

    1)
      Party
      B shall accept gas according to planned amount in this Contract.

     

    2)
      Party
      A shall make timely payment to Party B as agreed in this Contract, based on
      weight lists signed by both Parties. If Party B fails to settle payment at
      due
      time, Party B shall pay late payment penalties to Party A (0.5‰ per
      day)starting
      from the second day since the day of delayed payment. If Party B’s delayed
      payment exceeds 15 days, Party A can decrease daily gas supply, and does not
      secure minimum daily supply. All the relevant losses and consequences shall
      be
      borne by Party B.

     

    3)
      As for
      annual equipment simultaneous inspection, Party B shall inform Party A of such
      inspection in writing 10-20 days in advance. After such inspections, Party
      B
      shall notify Party A in writing 10-20 days before using the gas.

     

    4)
      In
      cases of sudden failures in equipment and device or emergency suspense of gas
      supply in operation ( not due to Force Majeure), Party B shall timely inform
      Party A in writing.

    


    Article
      Eleven Confidentiality

     

    All
      terms
      and relevant information in this Contract shall be kept confidential, from
      the
      day when this Contract is signed to five years after its termination, as agreed
      hereby.

     

    Without
      written approval from the other Party in advance, neither Party shall reveal
      part or all of the terms of this Contract to a third Party during such period.
      The breaching Party shall be liable for all the economic losses caused by its
      breach.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Twelve Force Majeure

     

    When
      Force Majeure events happen, such as war, earthquake, flood, sabotage, traffic
      control or traffic ban adopted by relevant departments, road accident, severe
      weather affecting transportation, natural disaster, etc., the Force Majeure
      claiming party shall notify the other party promptly, provide documents within
      reasonable time, and take measures to minimize losses.

     

    The
      Claiming Party shall be exempt from part or all of its obligations due to Force
      Majeure according to the impact of Force Majeure.

    


    Article
      Thirteen Price Adjustment

     

    
      	1.  	
              During
                the term of this Contract, should the price of natural gas source
                be
                adjusted by the National Development and Reform Committee, PetroChina
                Company Limited and other relevant governmental departments, which
                changes
                the price of source natural gas of LNG supplied by Party A, Party
                A shall
                adjust LNG supply price in Article Eight, according to the adjusted
                source
                gas price. Supply which has already been executed before the adjustment
                shall adopt the original price.

            


    

    
      	 	 


    

    
      	2.  	
              During
                the term of this Contract, should the price of diesel used by Party
                A for
                LNG transport vehicles or the price of electricity used by Shanshan
                LNG
                Plant be adjusted by relevant governmental departments, which changes
                the
                transport and production cost for LNG supplied by Party A, Party
                A shall
                adjust LNG supply price in Article Eight, according to the adjusted
                electricity and diesel prices. Supply which has already been executed
                before the adjustment shall adopt the original
                price.

            


    

    
      	 	 


    

    The
      price
      adjustment for LNG according to the abovementioned two sections shall be: Sales
      Price = Original Price+Source Gas Price Difference +Added Cost in Source Gas
      and
      Electricity+ Added Transport Cost in Diesel.

    


    Article
      Fourteen Miscellaneous

     

    
      	1.	
              Should
                any disputes or controversies 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
                or
                mediation fail, the Plaintiff shall file litigation at the Court
                where the
                plaintiff resides.

            


    

     

    
      	2.	
              During
                the term of this Contract, Party A and Party B shall sign contracts
                annually starting from the second year. Annual contract for the next
                year
                shall be signed three months before the present year terminates.
                If such
                contract is not signed before the termination of the present contract,
                Party A does not secure normal gas supply in the next year. Neither
                Party
                has the right to transfer any of its rights and obligations under
                this
                Contract. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Notice
                and communication between the two parties shall be executed and confirmed
                in written forms.

            


    

     

    
      	4.	
              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.

            


    

    


    Article
      Fifteen

     

    This
      Contract is executed in two originals and four copies. Party A and Party B
      each
      hold one original and two copies. 

    


    Article
      Sixteen

     

    After
      this Contract is signed and sealed by legal representatives or duly authorized
      agents of both Parties, Party B must pay RMB200,000 as deposit to Party A within
      15 working days. This Contract shall enter into force when the payment is
      received. The abovementioned deposit shall become Party B’s payment sum within
      one month before this Contract is due. 

     

    
      
        	
                Party
                  A:

              	
                Party
                  B:

              
	
                Xinjiang
                  Guanghui LNG Development Co.Ltd

              	
                Beijing
                  Zhong Ran Wei Ye Gas Co., Ltd.

              
	
                Sealed

              	
                Sealed

              
	
                Representative:

              	
                Representative:

              
	
                Signed

              	
                Signed