Cooperation
      Agreement

    


    Party
      A:
      Liaoning High-tech Energy Group Co.,Ltd.

    


    Party
      B:
      Qinghua University (power
      engineering and applied electronic technique department)

    


    Cooperation
      Aim

     

    (1)
      With
      the
      principles of friendly cooperation, reciprocity and mutual benefit, joint
      development “Win-win”, Liaoning
      High-tech Energy Group Co.,Ltd.
      and
      Qinghua University (Power
      engineering and applied electronic technique department)at
      distributed power source realize micro power grid operation field, fully utilize
      scientific research advantage of Qinghua University (Power
      engineering and applied electronic technique department)
      scientific research, combining with producing and marketing advantages of
Liaoning
      High-tech Energy Group Co.,Ltd., jointly
      establish: 

    


    “Qinghua
      University (power
      engineering and applied electronic technique
      department),
      Liaoning High-tech Energy Group Co.,Ltd.-----Micro Power
      Grid
      Research Institute”

    


    (2)
      Construction
      target of Micro
      Power Grid
      Research
      Institute:

     

    Duplex
      cooperation research made at distributed power source realizing micro power
      grid
      operation field acquire achievements in scientific research with proprietary
      intellectual property rights, and finished industrialization conversion of
      achievements in scientific research. In addition, it helped to settle technical
      matters in engineering practice of Liaoning High-tech Energy Group Co.,Ltd.,
      making the company at distributed power source realize micro power grid
      operation field at a predominant position in domestic same
      industries.

    


    Organization
      institute

     

    (1)
      As
      dependent corporation structure, Micro
      Power Grid
      Research
      Institute was founded at Qinghua University, attaching Qinghua University
      (power
      engineering and applied electronic technique department).

    


    (2)
      Micro
      Power Grid
      Research
      Institute implements system of overall responsibility by Director of Research
      Institute under administration committee’s leading. Administration committee is
      made up of six people assigned by both Party A and Party B, of which three
      assigned by Party A and three assigned by Party B. The Director of
      administration committee is undertaken by Party A’s assignor, Vice Director by
      Party B’s assignor.

    


    (3)
      Administration committee takes the responsibilities of item approval, capital
      auditing, supervising general works of Research Institute and decision of
      material items.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (4)
      Administration committee will employ one director of Administration committee
      and two vice directors. They are responsible of daily management and presiding
      over research and development works. Vice directors will be undertaken by two
      people, and both parties respectively will assign one.

    


    Duplex
      obligations

     

    
      	
              l

            	
              Party
                A

            


    

     

    (1)
      During the effective period of the agreement, Party A will cumulatively provided
      Research Institute no less than RMB 5 million yuan within three years, including
      400
      thousand
      yuan of
“start-up cost”, 600
      thousand
      yuan of
“daily operation cost” and 4
      million
      yuan of
“scientific research funds”. In addition, funds to Research Institute in the
      first year will be no less than 2
      million
      yuan.

     

    Form
      of
      payment: Pay within 15 days after the agreement becomes effective.

    


    (2)
      Within the effective period of three years promised by the agreement, Director
      of Research Institute raised item application and funds budget. Through
      administration committee approval, research and development cost will be paid
      by
      Party A within the period the agreement promises.

    


    
      	
              l

            	
              Party
                B

            


    

     

    (3)
      Party
      will provide human forces and technology, responsible for carrying out the
      location of Research Institute.

    


    (4)
      Organize and complete research and development plan in accordance with the
      item
      approved by Administration Committee, and Party B will assistant Party A to
      promote research item to industrialization.

    


    Intellectual
      property rights belongs adscription

     

    
      	
              (1)

            	
              Before
                Research Institute founds, Party A and Party B respectively will
                hold its
                own technology result.

            


    

    


    
      	
              (2)

            	
              After
                Research Institute founds, Party A and Party B will promise duplex
                obligations and rights in accordance with Proprietary Technology
                Contract
                signed.

            


    

     

    Violation
      of agreement

     

    
      	
              (1)

            	
              If
                Clause 1 or Clause 2 is violated, Party A will be responsible for
                violation obligation.

            


      	 	 


    

    
      	
              (2)

            	
              If
                Clause 3 or Clause 4 is violated, Party B will be responsible for
                violation obligation.

            


      	 	 


    

     

    Both
      Party A and Party B have the rights to investigate the other’s violation
      obligation and to relieve the agreement with written form. If Party A or Party
      B
      doesn’t response within two months after receiving relieving agreement text, the
      agreement will be deemed to be relieved, and at the same time, the institute
      will be withdrawn.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Arbitration

     

    The
      disputes in connection with Party A and Party B shall be amicably settled
      through negotiation. In case no settlement can be reached between the two
      Parties, superior units will be pleased to settle the disputes. If still no
      settlement can be reached, disputes shall be submitted to Beijing Arbitration
      Commission for arbitration. The arbitration shall be accepted as final and
      binding upon both parties.

    


    Prohibition
      and confidentiality

     

    
      	
              (1)

            	
              Both
                parties shall not use the name of 

            


    

     

    “Qinghua
      University (power
      engineering and applied electronic technique
      department),
      Liaoning High-tech Energy Group Co.,Ltd.----Micro Power Grid
      Research
      Institute

    to
      register as a separate legal entity institute outside the school, and shall
      not
      use the name to engage in other commercial activities outside business field.
      

     

    
      	
              (2)

            	
              Both
                parties will take on the responsibility of keep the technique and
                materials the other party offers confidential. Nevertheless whether
                the
                agreement will be changed, withdrawn and terminated, the clause will
                be
                effective for a long time.

            


    

    


    Time
      limit

     

    Time
      limit is three years, and the agreement will go into effect after the signing
      date. Before three months of the expiration of the agreement, both parties
      can
      discuss the following: 

     

    
      	
              (1)

            	
              If
                complied with continual signing condition, submit it to superiors
                for
                approval, and sign the continual
                agreement.

            


      	 	 


    

    
      	
              (2)

            	
              If
                not complied with continual signing condition, both parties will
                terminate
                the agreement, at the same time, the institute will be
                withdrawn.

            


      	 	 


    

    
      	
              (3)

            	
              When
                irresistible cause make the institute can’t continue operating, through
                the approval of both parties, the agreement can be terminated ahead
                of
                time. 

            


    

    


    XI.
      Miscellaneous

     

    
      	
              1.

            	
              After
                the withdrawal and termination of this agreement, both sides should
                not
                engage in any activities under the name of the original combined
                association and both sides have the obligation to maintain other
                side’s
                reputation and right. This agreement is effective for long term.
                

            


      	 	 


    

    
      	
              2.

            	
              Any
                amendment, supplementation
                and change of this agreement should be effective after written agreement
                with signature and stamp by both sides (Party B should get approval
                from
                the administrative department of Tsinghua University. The foregoing
                written agreement has equal effect to this
                agreement.

            


      	 	 


    

    
      	
              3.

            	
              There
                are 10 copies of this original contract held by both sides- 5
                each.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      	Party A: Liaoning Gaoke Energy 	
              Party
                B: Tsinghua University

            
	
               Group
                Co., Ltd.

            	
              (Power
                engineering and applied electronic
                technique)

            
	 	 
	Legal representative: 	Legal representative:
	Signing date: September 16, 2005	
                Signing
                date: September 16,
                2005