CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

GF—2000—0210

Name of the project: Xinyang Jinding Project with an annual production of 300,000t/a

bio-diesel oil and 15,000t/a 1, 3 propylene glycol

Location of the project: Xinyang, Henan province

Contract No.: [2005] Xianghuashehe No. 21

(Filled in by the Designer)

Level of the design certificate: first-degree in the whole petrochemical industry

Contract letting party: Xinyang Hongchang Channel Gas Engineering Co., Ltd

Designer: Hunan Biologically Pharmaceutical Factory

Consigned technician: Qinghua University

Date of Contract: October 30, 2005

Contract letting party: (Party A) Henan Xinyang Hongchang Pipeline & Gas Company

Designer: (Party B) Hunan Chemical & Pharmaceutical Design Institute

The Contract letting party entrust the Designer to undertake the engineering design of Xinyang Jinding300,000t/a bio-diesel oil and15,000t/a 1,3 propylene glycol project and 10,000 t/a bio-diesel oil project and the location for the project is Xinyang, Henan province. After friendly consultation, The parties hereby sign this contract as follows:

Article 1 Basis for the conclusion of this contract

1.1 The Contract Law of the People’s Republic of China; The Construction Law of the People’s Republic of China; Regulations on the Administration of the Market for Survey and Design of Engineering Construction

1.2 National and local rules and regulations on the administration of the market for survey and design of engineering construction

1.3 Approval documents of the engineering construction

Article 2 Design Basis

2.1 The proxy statements or the design bid-winning documents sending by the contract letting party to the designer.

2.2 The base information giving by the contract letting party

2.3 The main technical criterions adopted by the designer are:

1. Fire Prevention Norm for Construction designGBJ16-1987 (The 2001 version)

2. The Provisions about the Content and Depth of the Shop Drawing of the Chemical Techniques Design

3. The Design Mode of the Industrial Metal Pipeline GB50316-2000

4. The related national executing technical criterions and norms.

Article 3 The order of Precedence of the contract documents

The documents constituting the present contract can illuminate each other. If there is diverge or disaccord, please judge them according to the following order of precedence:

3.1 The contract

3.2 The bid-winning documents

3.3 The contract letting party‘s requirements and the bid-winning documents

3.4 The Bid document

Article 4 The Project, scale, stage, investment and design contents of the present contract (filling in accordance with the characters of the industry):

     *****

Article 5 The related information, documents and time submitted by the contract letting party to the designer.

The contract letting party entrusts the Tsinghua University with the provision of the technical information about the technics of the bio-diesel productions of the present project;

     5.1 The indispensable information in the feasibility study report stage (it shall be provided in seven days since the contract is assigned)

     5.1.1 The flow chart, technology parameters, and equipment schedule provided by the technology transfer party;

     5.1.2 The specification of the raw materials and the norm quota of consumption

     5.1.3 The hydrological and weather information, geological information and relief map;

     5.1.4 Other supporting documental information in the feasibility study stage

     5.2 The information in the project designing stage (it shall be provided in ten days since the beginning of the project design)

     5.2.1 Entrust the technology party with the provision of the Software bundle of the bio-diesel technics

     5.2.2 The specification of the raw materials

     5.2.3 The detailed geological exploitation and relief map

    5.2.4 Other fundamental design materials.

Article 6 Design documents and the number of copies delivered by the designer to the contract letting party, and the place and time to deliver

6.1 Submit 15 copies of feasibility study report within 30 days after conclusion of the contract.

6.2 Submit 10 copies of preliminary design document 60 days after approval of the feasibility study report.

6.3 Submit 8 copies of construction drawings 90 days after approval of the preliminary design document.

6.4 Documents are delivered at: Changsha City, Hunan Province

Article 7 Fees

7.1 The two parties agree that the feasibility study and design fee under this Contract is RMB ***** in total , including RMB *****  consultancy fee for compiling the feasibility study report and RMB ***** design fee for the project. The charging basis and calculation approach is executed in accordance with related national and local regulations; where there’s no national and local regulation, they shall be agreed on by the two parties.

7.2 After approval of the preliminary design, the design fee shall remain unchanged. In the event of budget adjustment in construction of the project, the design fee shall not be adjusted either.

Article 8 Payment method

8.1 The contract letting party shall, within ***** after this Contract takes effect, pay the designer ***** of the total fee for feasibility consultancy as deposit at the feasibility study stage, which totals RMB ***** (In settlement, such deposit will be used to set off the design fee and the consultancy fee for compilation of the feasibility study report).

8.2 When the designer submits the feasibility study report , the contract letting party shall pay RMB ***** consultancy fee.

8.3 The contract letting party pays ***** of the design fee to the designer, totaling RMB ***** , then the designer organize and conduct design. When the designer submits the preliminary design documents, the contract letting party shall pay RMB ***** design fee. Afterwards, the contract letting party shall, based on the proportion of quantity of construction drawings completed by the design fee, pay to the designer RMB ***** design fee by phases and by strikes. After completion of construction drawings, the contract letting party shall settle the design fee, without withholding any remaining funds.

Article 9 Responsibilities of both parties

9.1 The contract letting party’s responsibility

9.1.1 The contract letting party entrusts the technology party with the provision of the technology information to the designer. It shall take the responsibility of the advancement, dependability and veracity of the technology information and the disputes of the knowledge property right causing by it.

9.1.2 According to the Article 5, the contract letting party shall provide th