Strategic Cooperation Framework Agreement

WHEREAS,

Party A has accumulated rich experience in the investment and operation of vehicular CNG projects, and has been authorized by CNPC to be in charge of CNPC’s vehicular CNG business nationwide as well as its LNG business in southern China, with advantages in upstream natural gas supplies, funding, engineering, and human resources in place;

WHEREAS,

Party B possesses rich experience in urban natural gas and vehicular natural gas investments and operations, and has established advantages in the location, market, operation and development of urban natural gas and vehicular fueling stations;

After equal negotiations, Party A and B have reached the following agreement (the “Agreement”) regarding strategic cooperation in vehicular CNG business between both parties.

I. Overview of cooperating parties

Party A is the wholly owned subsidiary of CNPC (China National Petroleum Corporation), and is designated by CNPC to specialize in vehicular CNG business. Currently, it has initiated CNG projects in 70 cities and 18 provinces including Shandong, Shanghai, Tianjin, Hainan, Sichuan, Shaanxi, Shanxi, Inner Mongolia, Hebei, Henan, Hubei, Hunan, Jiangsu, and is the largest CNG supplier in China.

Party B is a US listed company specialized in the investment, construction and operation of urban pipeline natural gas and vehicular natural gas in China, and possesses over ten years of experience in urban natural gas project operation and management. Xilan Natural Gas has been conducting natural gas business in over ten cities across three provinces in China, and has obtained government approval to construct approximately 100 CNG fueling stations, with 35 stations currently under operation.

II. Principle, scope, purpose