Equity Transfer Agreement

The agreement is signed by the authorized representatives on the date of September 18, 2009 in Dalian City, Liaoning Province.

Equity transferee: Dalian Dongtai Industrial Waste Treatment Co., Ltd. (referred to as “Party A”) is an effectively existing company formed under the laws of the People’s Republic of China;

Official Address: No.1 Huaihe West Road, E.T.D. Zone, Dalian City, Liaoning Province.

Equity transferor: Hunan Luyi Industrial Development Co., Ltd. (referred to as “Party B”) is an effectively existing company formed under the laws of the People’s Republic of China;

Official Address: Room No.612, Building No.1, Huoyan Village, Gaoqiao Town, Yuhua District, Changsha City, Hunan Province.

Equity transferor: Song Wenling (referred to as “Party C”),

ID No.: 430102196602221325

Official Address: Room No.1206, Building No.2, Jingdian Garden, Rongyuan Road, Furong District, Changsha City, Hunan Province.

Preface

1. Party B and Party C hold 81% and 19% equity interests of Hunan Hanyang Environmental Protection Science & Technology Co., Ltd. (referred to as “Hunan Hanyang”) respectively. Hunan Hanyang is the project company of the Hazardous Waste Treatment Center of Changsha City, Hunan Province (referred to as “the Center”), with registered capital and paid-in capital amounting to RMB12 million respectively.

2. Party B and Party C agree to transfer 46% and 19% equity interests respectively, totally 65%, of Hunan Hanyang to Party A. Party A agrees to acquire the above mentioned equity interests under the terms of this agreement.

Chapter 1 Definitions

1.1 Unless otherwise indicated in this agreement, the following abbreviations and shortened forms have the meanings set forth as below:

1) “China” refers to the People’s Republic of China (excluding Hong Kong and Macao Special Administrative Region and Taiwan Province)

2) “RMB” refers to the lawful currency of the P.R.C.

3) “Shares” refers to the shareholder’s equity owned by the existing shareholders subscribing and investing registered capital in Hunan Hanyang under the relevant legal documents accounting for the proportion of Hunan Hanyang’s total registered capital. Generally, the manifestations of shares could be stock, equity shares. And the share is calculated by the percentage in this agreement.

4) “Transfer shares” refers to the transferors transferring their holding equities of Hunan Hanyang’s 65% shares.

5) “Consideration” refers to transfer price mentioned in the Article 2.2 and 2.3.

6) “Date of transfer completion” as defined in Article 5.1

7) “Existing shareholders” refers to the transferors (Hunan Hanyang’s shareholders specified in the latest effective contract and constitution prior to this agreement coming into effect).

8) “Agreement” refers to the text, all the  appendixes and other documents seen as agreement annex agreed by all of the Part A, Part B and Part C.

1.2 “Chapter, article, section, item and appendix” refers to the chapter, article, section, item and appendix of this agreement

Chapter 2 Equity Transfer

2.1 Party A agrees to pay Party B and Party C the cash amount that stipulated in Article 2.2 as consideration to acquire the transfer shares.

2.2 The consideration for Party A to acquire the transfer shares of Party B and Party C is RMB10, 620,000 and RMB4,380,000 respectively.

2.3 Consideration refers to acquisition price of the transfer share, including a variety of shareholders’ equities contained in the transfer shares. The shareholders’ equities refer to all the existing and potential interest attached to transfer shares (including the interests represented by 65% of tangible and intangible assets owned b