AssetsAcquisition Agreement (No.SO2009F01)

1、

The Seller intends to sell self-owned construction-in-progress, land use right, gas pipeline, operating equipments and relative credits and debts (hereinafter collectively as the “Assets”);

2、

The Purchaser intends to purchase such Assets; and

3、

After friendly negotiations on the acquisition of the Assets, the Seller agrees to sell, and the Purchaser agrees to buy the Assets under the terms and conditions of this Agreement.

2.1

Construction-in-progress：Name of the Project: ________; Location:________; Area: Land occupied_________; Total building area:________________(subject to the actual area measured after the acceptance of the construction); Scope of the project:______________. (See details in Attachment I “List of Construction-in-Progress”)

2.2

Land: Owner of Land Use Right: _________________; Serial number of Land Use Right Certificate: __________________; Serial number of the land: _________________; Location: ________________; Area: _________________; Type of land use right: _________________; Category of land (usage): ______________; Termination of the right: ______________. (See details in Attachment I “List of Construction-in-Progress”)

2.3

Gas pipeline, operating equipments and other assets (See Details in Attachment II “List of Gas Pipeline, Operating Equipments and Other Assets”)

2.4

Relative Credits and Assets by the day of Nov. 30, 2009 (Details described in Attachment “Breakdown of Relative Credits and Debts”)

Contractual Amount

Payment Schedule of Contractual Amount

4.1

First Payment: the Purchaser agrees that within three days after the execution of this Agreement, the Purchaser shall pay RMB 5 million (RMB Five Million) to the Seller as the advance payment. Both parties agree that when this Agreement comes into effect, such advance payment shall be converted into the first installment of Contractual Amount paid by the Purchaser to the Seller; otherwise the Seller shall return such advance payment without any interest to the Purchaser within 25 days after the execution of this Agreement.

4.2

Second Payment: Within fifty days after the execution of this Agreement, the Purchaser shall pay RMB Forteen and a half millions.

4.3

Third Payment: Within twelve months after the execution of this Agreement, the Purchaser shall pay the remaining amount to the Seller, namely RMB twenty and a half millions.

4.4

All the taxes and expenses which shall be borne by the Seller pursuant to the laws and regulations in connection with this transaction shall be born by the Purchaser upon the Seller’s instructions immediately, following the Seller’s request any time.

Handover of the Assets

5.1

Within ten days after the Purchaser consummating the second installment, the Seller shall hand over all the copies of the purchase contract, specifications, drawings, repair warranty document relating to the Assets (excluding construction-in-progress, land use right and license of gas pipeline) to the Purchaser.

5.2

Within thirty days after the Purchaser consummating the second installment, the Seller shall obtain all the written consent on the debts transfer involved in the Assets (details described in Attachment III “Breakdown of the Relative Credits and Debts”) from the creditors respectively; and shall sent notices on the credit transfer involved in the Assets (details described in Attachment III “Breakdown of the Relative Credits and Debts”) to the debtors respectively.

5.3

Within twenty days after the Purchaser consummating the second installment, the Seller shall assist the Purchaser to process the registration on alteration of the ownership of construction-in-progress, land use right and license of gas pipeline.

5.4

The Purchaser confirms that the Assets be purchased based on their current status. The Purchaser has a sufficient and detailed understanding on the current situation and defect of all the Assets. From the day when the Assets are handed over to the Purchaser from the Seller, the Seller shall not take any responsibilities on any quality problems, defects or expenses of the Assets. The Purchaser further confirms that after the relative credits and debts transferred to the Purchaser, the Seller shall not take any responsibilities on the performances of such credits and debts.

Obligations, Liabilities, Taxes, Expenses and Risks Annexed to the Assets

Representation and Warranty

7.1

The Seller’s Representation and Warranty

7.1.1

The Seller, a limited liability company organized and established under the laws of PRC, is in full legal possession of all Assets, including but not limited to construction-in-progress, land use right, gas pipeline, operating equipments. The Seller guarantees that it has the full legal right to transfer the Assets to the Purchaser.

7.1.2

。There is no violation of any applicable PRC Law with respect to this Agreement. The Seller has not leased or sold any portion of its Assets to any other parties. No party other than the Seller has any right to use or occupy any part of the Assets. There are no limited rights such as mortgage, guarantee rights, sealing up, detaining and freezing on the Assets. There are no actions relating to the current use or occupancy of the Assets pending or, to the best knowledge of the Seller, threatened.

7.2

The Purchaser’s Representation and Warranty

Responsibility of Breach of this Agreement

Force Majeure

Confidentiality

Notices

11.1

Any notice prescribed in this Agreement shall be written and given or served by facsimile or by the appointed person. Any notice given or served by courier shall be deemed to have been given or served on the 3rd day after it was duly couriered. If by telephone, email and other methods, it shall be deemed to have been given upon the written confirmation of the recipient.

11.2

Each party’s alteration of the method or contact information of notice shall be noticed to the other party within 3 days after such alteration occurred. If failed, the alteration party shall take all the legal liabilities resulted.

Dispute Resolution

Severability

Headings

Entire Agreement

15.1

This Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter of this Agreement and supersede all prior discussions, negotiations and agreements.

15.2

Any amendment of this Agreement shall be made in writing, implicated being in connection with this Agreement and signed by duly authorized representative of each party.

Effective Conditions of This Agreement

Waiver

Original

18.1

This Agreement is executed in _five copies of the original, each Party retains one copy of the original, and other _three copies of the original shall be kept by the Seller to handle related procedures.

18.2

In the event that it is necessary for the two parties to execute an assets transfer agreement separately on partial Assets when handling the ownership alteration registration or any situation mutually agreed by both parties occurred, both parties agree to execute the agreement aforesaid separately. Notwithstanding aforesaid, such separated agreement shall not conflict with this Agreement. If conflicted, this Agreement shall prevail.

Attachment I:

List of Construction-in-Progress (including the photocopies of the certificates);

Attachment II:

List of Gas Pipeline, Operating Equipments and Other Assets

Attachment III:

Breakdown of Relative Credits and Debts