English Translation of the Form of Equity Transfer Agreement, dated May 17, 2010, between Kaifeng Nice View and certain shareholders of Desheng Boiler

Henan Kaifeng Desheng Boiler Co., Ltd. ( the “Company”) is a joint stock company established and duly existing under the laws of the People’s Republic of China, with registered address at No. 12, Gongyuan Road, Kaifeng City, Henan Province, Business License for Enterprise Legal Person No. 410200100002527 and registered capital of RMB2534.16yuan.

Party A is the record and beneficial owner of 100% shares of the Company (“Transfer Shares”).

The Shareholders’ Meeting of the Company has made a resolution approving the share transfer contemplated under this Agreement; and

Party A plans to transfer the Transfer Shares to Party B; and Party B plans to acquire the Transfer Shares from Party A.

“Agreement” refers to this share transfer agreement.

“Transfer Shares” refers to 100% shares of the Company that Party A, as a lawful holder, plans to transfer to Party B.

“Transfer Price” refers to the total purchase price as specified by the Parties in Article 3 of this Agreement, i.e. RMB25,341,600yuan.

“Transfer Payment” refers to the amount Party B shall pay to acquire the Transfer Shares under Article 3 of this Agreement, i.e., RMB25,341,600yuan.

“Benchmark Day” refers to a date mutually agreed upon by the Parties when an evaluation of the Company’s assets will be conducted for the purpose of determining the Transfer Price, i.e., December 31,2009.

“Transition Period” refers to the period from the date when this Agreement is signed to the date this transaction is closed.

“Closing Date” refers to the fifth working day following the date when the closing conditions listed under Article 4 are satisfied.

“Completion of Transaction” refers to consummation of transferring the Transfer Shares under Article 4 of this Agreement, and transferring of the title to such shares to Party B.

“Material Assets” refers to any asset valued over RMB1,000,000yuan.

“Articles of Association” refers to the articles of association signed by Party B to consummate transferring of the Transfer Shares under this Agreement on the date when this Agreement is signed.

“Foreign Investment Approval Authorities” refer to different levels of government agencies of the People’s Republic of China that are responsible for reviewing and approving acquisitions of shares of domestic companies by foreign invested enterprises.

“China” refers to the People’s Republic of China; for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

“Chinese Laws” refer to well-published laws, regulations, administrative regulations and judicial interpretations promulgated by China’s legislatures and other administrative agencies; for the purpose of this Agreement, laws, regulations and precedents of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan are excluded.

Pursuant to the terms and conditions of this Agreement, Party A agrees to transfer to Party B and Party B agrees to purchase from Party A the Transfer Shares.

Upon consummation of this transaction, Party B assumes all profits and losses from the Benchmark Day.

The Parties agree that, based on the net assets on the Benchmark Day, the Transfer Price shall be RMB2534.16yuan.

The Parties agree that, unless otherwise agreed upon, Party B shall pay such Transfer Price to Party A within three months from the Closing Date.

Party B has completed due diligence investigation into the Company to its satisfaction;

All prerequisite approvals required under the Company’s Articles of Association, including but not limited to approvals from the board of directors or the shareholders’ meeting, have been obtained with respect to the share transfer and the corresponding amendments to the Articles of Associates.

Party A has fully disclosed to Party B the Company’s business, operation, assets and liabilities.

Since the Benchmark Day, no material adverse change exists with respect to the Company’s business, operation, assets and liabilities.

The share transfer, this Agreement and associated Articles of Association have been approved by the Foreign Investment Approval Authorities; and the Company has obtained an approval certificate from the Foreign Investment Approval Authorities.

During the Transition Period, Party A covenants that:

The Company is in normal operation, and all material contracts remain in effect and are duly performed;

All assets and facilities of the Company are well maintained, and the existing net assets of the Company are not decreased;

Pass any resolution or decision announcing or distributing dividends, interest or any other forms of profits;

Adjust the registered capital or share holding structure;

Enter into any contract or agreement which restricts operation of then existing business of the Company;

Enter into any agreement or arrangement which restricts or adversely impact the transaction and arrangements contemplated under this Agreement;

Incur any guarantee obligations or debts, including provision of guarantee or loan to Party A;

Transfer or dispose Material Assets or business; and

Make any material changes to the business operation of the Company.

Party A is the legal and beneficial owner of 100% shares of the Company; it is authorized to sign and execute this Agreement; and it has full and effective right to dispose of the Transfer Shares; there exists no judgment or decision restricting the share transfer; and no pending or potential litigation, arbitration, court judgment or decision that will have an adverse impact on the share transfer or transfer of the share titles;

there is no contract or agreement related to the share transfer contemplated under this Agreement which is signed by Party A as a party and has any potentially adverse impact on the share transfer or Party B;

No lien, pledge, guarantee or other form of third party rights are imposed on the Transfer Shares, and no such security interests or third party rights will be imposed upon the Transfer Shares prior to the consummation of the transaction;

no third party has any preemptive rights or warrants with respect to the Transfer Shares;

From the date this Agreement is signed, Party A will not discuss, negotiate or sign any contract, agreement or other documents with any third party with respect to the share transfer;

provide to Party B all legal documents associated to the share transfer; and guarantees that such legal documents are accurate, lawful and effective;

Information disclosed to Party B with respect to the share transfer is genuine, accurate and complete; and

To effectuate this Agreement, carry out all necessary steps and sign all required documents that are related to this Agreement.

Party B is a foreign invested enterprise duly established and validly existing under Chinese Laws; and

Pay the Transfer Price to Party B pursuant to this Agreement.

Any disputes arising from this Agreement or its performance shall be resolved through friendly consultation by the Parties. In case any dispute cannot be resolved by such means, either Party shall have the right to bring the dispute to arbitration by China International Economic and Trade Arbitration Commission according to its then effective arbitration rules. Such arbitration decision is final and binding upon both of the Parties.

The avoidance of any term of this Agreement by any arbitration tribunal pursuant to Chinese Laws shall not affect the validity of other terms in this Agreement.

“Force Majeure” refers to any event where the Parties cannot reasonably control, predict or avoid even when predictable. Such event hinders, interferes or delays either Party from performing part or all of its obligations under this Agreement. Such events include but not limited to earthquake, typhoon, flooding, fire or other natural disaster, war, riot, strike or any other similar events.

In case of Force Majeure, the impacted Party shall immediately inform the other Party by all means available; and within fifteen days, provide evidence showing the details of the event and explaining why this Agreement cannot be performed either in full or in part, or why performance of this Agreement needs to be deferred; then, the Parties shall decide whether performance of this Agreement shall be deferred or this Agreement be terminated.