THE COOPERATION AGREEMENT
        ON GAS PROJECT IN XINJI TOWN

      


      
        	Party
                A:	
                Xinjin
                  Country Gas Co.

              


      

       

      
        	Party
                B:	
                Beijing
                  Chen Guang Gas Co., Ltd.

              


      

       

      
        	Party
                C:	
                Construction
                  Bureau of Xinji Town (Witness)

              


      

      


      After
        friendly consultations and Party C’s approval, the Parties hereby agree as
        follows (the “Agreement”)
        on the
        Party B’s developing the pipeline gas project (the Project) in Xinji Town in
        cooperation with Party A.

      


      
        	1.	
                The
                  Project

              


      

      


      
        	
              	1.1	
                Party
                  B is responsible for constructing a CNG gas station and a pipeline
                  network
                  in the urban area, and Party A is responsible for gas supply projects
                  in
                  the residential communities. The Parties shall fulfill their obligations
                  respectively.

              


      

      


      
        	
              	1.2	
                Party
                  A is responsible for the alteration of residential communities
                  using LPG
                  and shall make them connect to gas supplied by Party B, and Party
                  A shall
                  still fulfill its obligations to the residential
                  communities.

              


      

      


      
        	
              	1.3	
                Considering
                  residential communities are not close to each other and the municipal
                  pipeline network can not be set up in a short time, Party A shall
                  provide
                  detailed materials showing their locations and current situations
                  about
                  gas connection, and make an annual plan about the municipal pipeline
                  network construction. Party A shall ensure Party B an amount of
                  new
                  customers in 2006.

              


      

      


      
        	
              	1.4	
                Party
                  A is responsible for developing all the old and new residential
                  communities and commercial customers, and Party B is responsible
                  for
                  developing industrial customers in Xinji Town. The Parties shall
                  make the
                  charging standards together.

              


      

      


      
        	
              	1.5	
                Party
                  B shall comply with the relevant regulations and rules on city
                  operation
                  in Xinji Town. For the land occupied by construction project with
                  an
                  operational purpose, RMB 450 per square meter shall be charged
                  in the
                  urban planned area, and RMB 300 per square meter outside the urban
                  planned
                  area.

              


      

      


      
        	2.	
                Initial
                  Residential Installation Fee

              


      

       

      
        	
              	2.1	
                Initial
                  residential installation fee for the residential communities requiring
                  alteration shall be RMB 1,700/unit for a household, and Party A
                  shall gain
                  RMB 900 of it and Party B RMB 800.

              


      

       

      
        	
              	2.2	
                Initial
                  residential installation fee for new residential communities shall
                  be RMB
                  2,600/unit for a household, and Party A shall gain RMB 800 of it
                  and Party
                  B RMB 1800.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
              	2.3	
                Initial
                  residential installation fee for all the new customers shall be
                  RMB
                  2,600/unit for a household in the
                  future.

              


      

      


      
        	3.	
                Gas
                  Price

              


      

      


      
        	
              	3.1	
                Party
                  B shall guarantee 30 year supply of gas, and that the gas price
                  shall be
                  adjusted according to the changing
                  market.

              


      

      


      
        	
              	3.2	
                The
                  trade price of the gas supplied to Party A by Party B shall be
                  RMB 2.5 per
                  cubic meter for the residential communities requiring alteration,
                  and RMB
                  2.9 per cubic meter for the new residential communities within
                  the first 3
                  years.

              


      

      


      
        	
              	3.3	
                The
                  final price of the gas supplied to customers by Party A shall be
                  RMB 2.9
                  per cubic meter for the residential communities requiring alteration,
                  and
                  RMB 3.3 per cubic meter for the new residential
                  communities.

              


      

      


      
        	
                4.

              	
                Settlement

              


      

      


      
        	
              	4.1	
                The
                  payment of the gas supplied to Party A by Party B shall be settled
                  by the
                  way of IC payment cards.

              


      

      


      
        	
                5.

              	
                Breach
                  Liabilities

              


      

      


      
        	
              	5.1	
                Party
                  B shall put its assets (including the land, house and all the instruments
                  of the gas station) in pledge, mortgage or guaranty to secure the
                  performance of obligations.

              


      

       

      
        	
              	5.2	
                Party
                  B has the right to refuse supplying gas to Party A if Party A breaches
                  this Agreement.

              


      

      


      
        	
              	5.3	
                Party
                  A shall gain the property right and operatiing right of the gas
                  station if
                  Party B breaches this Agreement.

              


      

      


      
        
          
            	6.	
                    The
                      Parties may negotiate and execute documents to supplement this
                      Agreement.
                      Such supplemental agreements shall have the same force and
                      effect as this
                      Agreement.

                  


          

        

      

      


      
        	
                7.

              	
                Party
                  A shall actively assist Party B in constructing the gas station
                  and urban
                  pipeline network. Party B shall ensure continuous and normal supply
                  of gas
                  and good performance of the
                  Project.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
         

        
          Party
            A
            (Seal): Sealed

           

        

      

      Representative
        (Signature): Signed

       

      Date:
        May
        30,
        2006

      


      
        	 	Party B (Seal): Sealed
	 	 
	 	Representative (Signature): Signed
	 	 
	 	Date:
                May 30, 2006


      

      


      Party
        C
        (Seal): Sealed  

      


      Representative
        (Signature): Signed  

       

      Date:
        May
        30,
        2006

             

      
        
           

        

        
          3