EQUITY JOINT VENTURE CONTRACT

Exhibit 10.7

EQUITY JOINT VENTURE CONTRACT

OF

[NAME OF JOINT VENTURE]

BETWEEN

YIMA COAL INDUSTRY GROUP CO., LTD.

AND

SYNTHESIS ENERGY INVESTMENT HOLDINGS, INC.

This Equity Joint Venture Contract (the “Contract”) is executed on 30 April 2009 by and between the following Parties:

Yima Coal Industry Group Co., Ltd. (“YMCIG”); and

Synthesis Energy Investment Holdings, Inc. (“SES”)

Preamble

     The JV Company seeks, in the spirit of economic cooperation and technological exchange, and relying on the advantages of Yima Coal Chemical Industrial Park, to produce [INSERT SCOPE OF JV COMPANY]suitable for the market. The JV Company will use advanced equipment, technology and management systems to improve the quality and competitiveness of the products, and seek satisfactory economic returns.

Chapter I General Principles

     YMCIG and SES have entered into this Contract in the spirit of equality and mutual benefit through friendly consultations and in accordance with the “Law of the People’s Republic of China on Equity Joint Ventures”, the “Detailed Rules for the Implementation of the Law of the PRC on Sino-Foreign Co-Equity Joint Ventures”, and other Chinese laws and regulations.

Chapter II Parties to the Contract

Article 1 The parties to this Contract (the “Parties” or a “Party”) are:

     Yima Coal Industry Group Co., Ltd. a limited-by-share company incorporated in accordance with the laws of the People’s Republic of China, with its registered address at No. 6 Qian Qiu Road, Yima City, Post Code: 472300, Henan Province, China.

     Legal Representative (Nationality): Wu Yu Lu (PRC)

     Synthesis Energy Investment Holdings, Inc. a company incorporated in accordance with the laws of Mauritius, with its registered address 3/F Amod Building, 19 Poudriere Street, Port Louis, Mauritius,

     Authorized Representative (Nationality): Donald P. Bunnell (USA)

Chapter III Equity Joint Venture

Article 2 [NAME OF JOINT VENTURE] (the “JV Company”) shall be an equity joint venture company formed by YMCIG and SES in accordance with the provisions of the “Law of the PRC on Sino-Foreign Equity Joint Ventures” and other Applicable Laws.

SES – YMCIG EJV

Article 3 The name of the JV Company shall be [NAME OF JOINT VENTURE] in Chinese and [NAME OF JOINT VENTURE] in English.

     The legal address of the JV Company shall be at Mazhuang Industrial Park, Yima City, Henan Province, Post Code: 472300.

Article 4 All activities of the JV Company shall be in compliance with Chinese laws and regulations.

Article 5 The JV Company shall adopt the organizational form of a limited liability company with independent legal person status, carry out independent business accounting and enjoy benefits or assume losses on its own. The Parties hereto shall distribute profits in accordance with the terms set forth herein and shall bear risks and losses to the limit of their respective contributions to the registered capital of the JV Company.

Chapter IV Purpose, Business Scope and Scale

Article 6 The aims of the Parties to the JV Company are [INSERT AIM OF JV COMPANY].

Article 7 The business scope of the JV Company is [INSERT SCOPE OF JV COMPANY].

Article 8 The production scale of the JV Company will be the production of approximately [INSERT SCALE OF JV COMPANY].

Chapter V Total Investment, Registered Capital, Form of Investment and Financing of
the JV Company

Article 9 The total investment in the JV Company shall be RMB [INSERT AMOUNT].

Article 10 The registered capital of the JV Company shall be RMB [INSERT AMOUNT], which will be adjusted to and in accordance with 50 percent of the project’s actual total investment.

     The amount, form and percentage of the registered capital contribution:

     (1) SES shall contribute USD cash equivalent to RMB [INSERT AMOUNT] (converted into RMB according to the base exchange rate quoted by the People’s Bank of China on the date of its submission) as its registered capital contribution to the JV Company, representing 49% Ownership Share in the JV Company; and

     (2) YMCIG shall contribute RMB cash equivalent to RMB [INSERT AMOUNT], as its registered capital contribution to the JV Company, representing 51% Ownership Share in the JV Company.

Article 11 Before the JV Company is established, the Parties will make an application to the relevant branch of SAFE to open a special account. Once the account is opened, the Parties shall inject capital into the account in proportion to their respective Ownership Shares as

SES – YMCIG EJV

Pre-operating Expenses and such capital shall be reimbursed to the Parties within ninety ( 90) days of the registration of the JV Company.

Article 12 The Parties’ registered capital will be contributed in separate instalments. A first instalment of 20% of the registered capital will be made by the Parties within thirty (30) days of the date of issuance of the business license of the JV Company. Further instalments will be contributed thirty (30) days prior to the needs of the JV Company’s construction schedule or the need of the JV Company’s Project Debt provider, as shall be communicated in writing to the Parties by the JV Company.

Article 13 The Parties shall appoint an accounting firm recognized by the Parties and registered in China to verify each Party’s registered capital contributions and issue verification reports with respect to such contributions.

Article 14 Unless otherwise agreed by both Parties and approval is obtained from the Relevant State Agencies:

     (1) the JV Company shall not reduce its registered capital during the Term;

     (2) neither Party shall transfer any of its Ownership Share save as permitted pursuant to Article 17.

Article 15 Subject to the approval by the original examination and approval authority, any increase or decrease in the registered capital of the JV Company shall require the unanimous approval of the Board of Directors, and formalities for the alteration of registration with the original registration office shall be undertaken.

Article 16 (1) The difference between the total investment of the JV Company and the registered capital of the JV Company from time to time (the “Project Debt”) shall be financed by way of bank loans or other forms of security as the Board of Directors may unanimously approve in accordance with Article 24 (2). Each Party shall procure that its Directors shall vote in favour of a resolution of the Board of Directors approving such Project Debt.

     (2) If the JV Company fails to obtain the Project Debt as outlined in Article 16(1), YMCIG hereby agrees to provide corporate guarantees or other security as may be required by the relevant Chinese bank in respect of such debt financing in order for the JV Company to obtain such Project Debt. SES shall pledge its Ownership Share in the JV Company (the “Pledge”) to YMCIG as security for any liabilities or obligations assumed by YMCIG (the “Secured Obligations”) and the counter-pledge shall be in accordance with the “Guaranty Law of the People’s Republic of China” and other relevant laws. The Pledge shall be effective at the same time that the Secured Obligations become effective.

     (3) Neither Party may mortgage its Ownership Share to a third party without the prior written consent of the other Party.

SES – YMCIG EJV

Chapter VI Transfers of Ownership Share

Article 17 (1) Where a Party wishes to make any transfer of part or all of its Ownership Share, it shall obtain the prior approval of the Board of Directors and such transfer shall take effect only after approval has been given by the original examination and approval authority.

     (2) Subject to Article 17(1), if either Party (the “Transferring Party”) proposes to transfer part or all of its Ownership Share to a third party, the other Party (the “Other Party”) shall have the right of first refusal in purchasing such Ownership Share at the same terms and conditions as offered by the Transferring Party to that third party. The Transferring Party shall provide a written notice (“First Notice”) to the Other Party, specifying the terms and conditions to the proposed transfer of such Ownership Share. If the Transferring Party fails to receive a written reply on whether or not the Other Party will exercise its right of first refusal with respect to such Ownership Share within fifteen (15) days of receipt of the First Notice, then, the Transferring Party shall provide another written notice (“Second Notice”). If again the Transferring Party fails to receive such written reply within another fifteen (15) days of receipt of the Second Notice by the Other Party, then it shall be deemed to waive such right of first refusal, and the Transferring Party may opt to sell such Ownership Share to any third party under the same terms and conditions. For the avoidance of doubt, the effectiveness of the terms and conditions for Ownership Share transfer as described in the notice to the Other Party shall be sixty (60) days from the receipt of the First Notice by the Other Party (unless otherwise agreed upon by the Parties).

     (3) Any transfer by the Transferring Party of its Ownership Shares shall not result in less than 25% foreign ownership in the JV Company, unless otherwise agreed by the Other Party in writing.

Chapter VII Responsibilities of the Parties

Article 18 The Parties shall be respectively responsible for the following matters:

     Responsibilities of YMCIG:

     (1) Providing in a timely manner its registered capital contribution to the JV Company in full in accordance with the stipulations of this Contract;

     (2) Assisting the JV Company to obtain all necessary approvals and permits from the Relevant State Agencies to bring about the effectiveness of this Contract, the Articles of Association and the Other Project Documents of the JV Company and to enable the Parties and the JV Company to perform the responsibilities under all the above documents;

     (3) Assisting the JV Company to obtain its Business License from the State Administration for Industry and Commerce or from the institutions authorized thereby;

     (4) Assisting the JV Company to obtain all necessary consents, approvals or licenses;

     (5) Assisting the JV Company to apply for and obtain tax preference or exemption, value added tax rebates, and other preferential policies or tax treatment for

SES – YMCIG EJV

investment which the JV Company is entitled to pursuant to Chinese national, provincial or local laws, regulations and policies;

     (6) Assisting the JV Company to apply for in a timely manner and obtain all documents required for the contractor under the construction contract to start and complete construction of the Plant;

     (7) Assist to raise financings, and in particular, to liaise with Chinese banks, to structure the relevant financing plan and to review the relevant financing documentation;

     (8) Assisting the JV Company to undergo all formalities for the import of necessary machines and equipment, raw materials and goods, and helping the JV Company to arrange for domestic transportation;

     (9) Performing its obligations under this Contract and the Other Project Documents; and

     (10) Handling other matters entrusted to it by the JV Company.

     Responsibilities of SES:

     (1) Providing its registered capital contribution to the JV Company in accordance with the stipulations of this Contract;

     (2) Performing its obligations under this Contract and the Other Project Documents;

     (3) Assisting the JV Company to obtain all necessary approvals and permits from the Relevant State Agencies to bring about the effectiveness of this Contract, the Articles of Association and the Other Project Documents of the JV Company and to enable the Parties and the JV Company to perform the responsibilities under all the above documents;

     (4) Assisting the JV Company to obtain its Business License from the State Administration for Industry and Commerce or from the institutions authorized thereby;

     (5) Assisting the JV Company to obtain all necessary consents, approvals or licenses to enable the JV Company to obtain sufficient foreign exchange required for performing all its foreign exchange obligations, and for purchasing foreign exchange and remitting it abroad;

     (6) Assisting the JV Company to apply for and obtain tax preference or exemption, VAT rebates and other preferential treatment for investment which the JV Company is entitled to pursuant to Chinese national or local laws, regulations and policies; and

     (7) Handling other matters entrusted to it by the JV Company.

Chapter VIII Commodity Purchase

Article 19 The JV Company shall be responsible for the operation of the Plant and the sales of the Plant’s products.

SES – YMCIG EJV

Article 20 The JV Company shall seek to sell [INSERT SCOPE OF JV COMPANY] and related products in the open market or pursuant to long-term off take agreements.

Article 21 The JV Company shall seek to purchase raw materials and products in the open market or pursuant to long-term off take agreement.

Chapter IX Board of Directors

Article 22 The Board of Directors shall be the highest authority of the JV Company (“Board of Directors”). The Board of Directors shall be composed of eight (8) directors, four (4) directors shall be appointed by SES, and four (4) by YMCIG. The JV Company shall have one Chairman who shall be appointed by YMCIG, and one Vice Chairman who shall be appointed by SES. The term of office of each director of the Board of Directors shall be four (4) years. Each director, including the Chairman and Vice Chairman, shall have only one vote.

Article 23 The term of each director of the 1st session Board of Directors shall commence on the date of the 1st board resolution of the Board of Directors. In case of any vacancy in the Board of Directors due to personal reasons or the removal of any director by the appointing Party, the Party which made the original appointment shall appoint a replacement, within ten (10) days of such resignation or removal, for the remaining term of office of such director.

Article 24 (1) The Board of Directors shall decide all the major matters (as defined by the JV Company’s articles of association) of the JV Company, and conduct overall supervision on the business activities of the JV Company.

     (2) Decisions on the following matters shall be made only with the unanimous approval of each director attending in person or by proxy a duly convened Board of Directors meeting:

SES – YMCIG EJV

     (3) In the event that the Board of Directors fails to reach an agreement due to any reason on a matter requiring unanimous approval of all the directors, the matter shall be resolved in accordance with the Dispute Resolution Procedure.

     (4) All matters which shall be approved by the Board of Directors, except those set forth in Article 24(2), shall be decided by a simple majority of the directors attending in person or by proxy a Board of Directors meeting.

     (5) The Chairman of the Board of Directors shall be the legal representative of the JV Company. In the event that the Chairman is unable to perform his duties, the Vice Chairman or any other director shall be authorized by the Chairman to temporarily act on his behalf.

     (6) The Board of Directors shall hold a meeting at least twice a year, to be called and presided over by the Chairman. A special Board of Directors meeting shall be called by the Chairman at the request of at least three directors. Minutes of each Board of Directors meeting shall be kept on file. Notices of such Board of Directors meetings shall be provided in writing at least 15 days prior to the date of such meeting. If proper notice is given and a Party does not send enough directors to constitute a quorum as outlined in paragraph (7) below, then the Chairman may provide a second notice of such meeting in writing at least seven (7) days prior to the date of such meeting.

     (7) The quorum for a Board of Directors meeting shall be six (6) directors comprising not less than three (3) of the directors appointed by each Party. If proper notice of a Board of Directors meetings is given and a quorum can not be formed because a Party’s director(s) do not attend, then a second notice of such meeting may be given pursuant to paragraph (6) above and a quorum shall be deemed to exist even if such Party again fails to send the requisite number of directors to form a quorum.

Article 25 The meeting of the Board of Directors shall be held in principle at the legal address of the JV Company.

Chapter X Operation and Management Office

Article 26 The JV Company shall establish an operation and management office, to be responsible for the operation of the JV Company. The operation and management office shall have one General Manager who shall be responsible for the Board of Directors and nominated by SES, and 3 Deputy General Managers, with one Deputy General Manager for Technical Plant Operations to be nominated by SES and two Deputy General Managers for other Operations, except Technical Plant Operation, and finance, including but not limited to supply, sales and External Relations who shall be nominated by YMCIG. The General Manager, Deputy General Managers shall be appointed (and may be removed) by the Board of Directors. A director may hold concurrently the position of General Manager and that of another senior officer.

SES – YMCIG EJV

     The term of the General Manager, Deputy General Managers and Chief Financial Officer shall be 4 years, and General Manager, Deputy General Managers and Chief Financial Officer may serve consecutive terms if reappointed by the Board of Directors, however, if they are removed and replaced, then the successor shall serve the remaining term of the succeeded.

     The General Manager shall be an American-born American with knowledge of Chinese Culture.

Article 27 The General Manager shall make the organizational structure plan formulated on the basis of the actual production and operation of the JV Company, and submit such plan to the Board of Directors for approval.

     The JV Company shall have one Chief Financial Officer who shall be nominated by YMCIG and appointed (and may be removed) by the Board of Directors, and one Vice Chief Financial Officer who shall be nominated by SES, and appointed (and may be removed) by the management.

     Both Parties shall have the right to recommend other management and finance personnel deemed appropriate at their own discretion and such personnel shall be appointed (and may be removed) by the JV Company.

Article 28 The General Manager shall be responsible for the implementation of Board of Directors resolutions and shall organize the daily management and operation of the JV Company. Besides the report on the business operating, the General Manager shall also maintain