EXCLUSIVEOPTION AGREEMENT BETWEEN ChinaNew Energy Investment Co., Ltd. AND BeijingFengyin Xianghe Scientific Technology Co., Ltd. Beijing,CHINA EXCLUSIVEOPTION AGREEMENT

The Parties acknowledge and confirm that any oral or written materials exchanged by the Parties in connection with this Agreement are confidential. The Parties shall maintain the secrecy and confidentiality of all such materials. Without the written approval by the other Parties, any Party shall not disclose to any third party any relevant materials, but the following circumstances shall be excluded:

a.

The materials is known or will be known by the public (except for any materials disclosed to the public by the Party who receives such materials);

 

b.

The materials are required to be disclosed under the applicable laws or the rules or provisions of stock exchange; or

 

c.

The materials disclosed by each Party to its legal or financial consultant relate to the transaction contemplated under this Agreement, and such legal or financial consultant shall comply with the confidentiality set forth in this Section. The disclosure of the confidential materials by an employee of any Party shall be deemed disclosure of such materials by such Party, and such Party shall be liable for breaching the contract. This Article shall survive this Agreement even if this Agreement is invalid, amended, revoked, terminated or unenforceable by any reason.

 

6.	BREACH OF CONTRACT

 

 

7.	APPLICABLE LAW AND DISPUTE RESOLUTION

7.1

Applicable Law

 

The execution, validity, interpretation and performance of this Agreement and the disputes resolution under this Agreement shall be governed by the laws of PRC.

7.2

Dispute Resolution

 

The parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can submit such matter to China International Economic and Trade Arbitration Commission Beijing Branch (the “CIETAC”) in accordance with its rules. The arbitration shall take place in Beijing. The arbitration award shall be final, conclusive and binding upon both parties.

 

8.	EFFECTIVENESS AND TERMINATION

8.1

This Agreement shall be effective upon the execution hereof by all Parties hereto and shall remain effective thereafter.

8.2

This Agreement may not be terminated without the consent of Party A and Party B except that Party A may, by giving thirty (30) days prior notice to the other Parties hereto, terminate this Agreement.

9.	MISCELLANEOUS

9.1

Amendment, Modification and Supplement

 

Any amendment and supplement to this Agreement shall be made by the Parties in writing. The amendment and supplement duly executed by each Party shall be deemed an integral part of this Agreement and shall have the same legal effect as this Agreement.

 

 

9.2

Entire Agreement

 

The Parties acknowledge that this Agreement, General Framework Agreement for Cooperation, ETA, Supplementary Agreement for the Escrow Terms and Conditions for the First Installment and all ancillary agreements to each constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous agreements and understandings in oral or written form.

 

9.3

Severability

  

If any provision of this Agreement is adjudicated to be invalid or non-enforceable according to relevant PRC laws of the PRC, such a provision shall be deemed invalid only to the extent the PRC laws are applicable in China, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through consultation based on the principal of fairness, replace such invalid, illegal or non-enforceable provision with valid provision so that any substituted provision may bring the similar economic effects as  those intended by the invalid, illegal or non-enforceable provision.

 

9.4

Headings

 

The headings contained in this Agreement are for the convenience of reference only and shall not in any other way affect the interpretation, explanation or the meaning of the provisions of this Agreement.

 

9.5

Language and Copies

  

This Agreement is executed in Chinese in six (6) copies; each Party holds two and each original copy has the same legal effect.

 

9.6

Successor

 

This Agreement shall bind and benefit the successor or the transferee of each Party.

 

IN WITNESS THEREFORE, the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

[No Text Below, Signature Page Only]

 

Legal Representative/Authorized Representative(Signature):

 

 

Legal Representative/Authorized Representative(Signature):

PARTY C: Zhuolu Dadi Gas Co., Ltd. (Seal)

Legal Representative/Authorized Representative(Signature):