EQUITY JOINT VENTURE CONTRACT OF [NAME OF JOINT VENTURE] BETWEEN YIMA COAL INDUSTRY GROUP CO., LTD. AND SYNTHESIS ENERGY INVESTMENT HOLDINGS, INC. August 2009

Exhibit 10.1

EQUITY JOINT VENTURE CONTRACT

OF

[NAME OF JOINT VENTURE]

BETWEEN

YIMA COAL INDUSTRY GROUP CO., LTD.

AND

SYNTHESIS ENERGY INVESTMENT HOLDINGS, INC.

August 2009

This Equity Joint Venture Contract (the “ Contract ”) is executed on 27 August, 2009 by and between the following Parties in Zhengzhou city, Henan province, PRC:

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

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

Preamble

The goals of the JV Company are: in the spirit of economic cooperation and technology exchange, in reliance on the industrial and market advantages of San Men Xia Henan Province, in response to government’s encouragement over the use of comprehensive resources, to dedicate to the use of low quality coal and the development of clean coal technologies. Through the use of advanced equipment, technology and management system, produce synthesis gas in economical and environmentally friendly manners. To seek satisfactory economic returns through quality and price competitiveness.

Chapter I General Principles

YMCIG and SES have entered into this Contract in accordance with the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures, the Implementing Regulations of the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and other Chinese laws and regulations, and in the spirit of equality and mutual benefit through friendly consultations.

Chapter II Parties to the Contract

Article 1 The parties to this Contract (collectively as “ Parties ” and individually as “ Party ”) are:

Yima Coal Industry Group Co., Ltd. a company limited by shares 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 at 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], ([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.

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

The legal address of the JV Company: Floor 1, Building 3, No. 15 Caoyang Road, Yima City.

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, shall conduct independent accounting and shall be responsible for its own profit and loss. 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 are: [INSERT AIM OF JOINT VENTURE].

Article 7 The main business scope of the JV Company is: [INSERT SCOPE OF JOINT VENTURE].

Article 8 The daily production scale of the JV Company shall be approximately [INSERT SCALE OF JV COMPANY]. The construction of joint venture project shall be divided into phases.

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 in accordance with 50 percent of the actual total investment.

The amount, form and percentage of registered capital contribution:

     (1) SES shall contribute USD cash equivalent to RMB [INSERT AMOUNT] ( calculated according to the base exchange rate published by the People’s Bank of China on the date of payment ), representing 25% shares in the JV Company; and

     (2) YMCIG shall contribute RMB [INSERT AMOUNT] in cash, representing 75% shares in the JV Company.

Article 11 Prior to the establishment of the JV Company, the Parties shall make an application to the relevant department of SAFE to open a special account. Upon the opening of the account, the Parties shall inject capital into the account in proportion to their respective shareholding interests to cover the pre-operation expenses. After the establishment of the JV Company, such expenses shall be counted as pre-operation expenses and amortized according to law and shall be reimbursed to the Parties within ninety (90) days after the registration of the JV Company.

Article 12 The registered capital shall be contributed in one time by the Parties within three (3) months after obtaining the business license.

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 with approval 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 shares in the JV Company save as permitted pursuant to Article 17.

     Any increase or decrease in the registered capital of the JV Company shall require the unanimous approval of the Board of Directors and the approval of the original examining and approval authorities of the JV Company, and formalities for the alteration of registration with the original registration office shall be undertaken.

Article 15 If the Parties later agree to increase the registered capital of the JV Company to construct an expansion of the project,: then YMCIG agrees that SES shall have the option (“Option”) to contribute more registered capital than YMCIG for such expansion so that SES’s ownership share in the JV Company shall be 49% after such increase. If SES finally exercises the aforementioned Option, then the Parties agree to re-negotiate the terms and conditions of the Contract and Articles of Association based on the Contract and Articles of Association for the JV Company as previously executed between the Parties on 30 April, 2009. Each Party shall procure that its directors shall vote in favour of a resolution of the Board of Directors approving SES’ increase in share ownership in the JV Company from 25% to 49%. Such increase shall be approved by the original approval authority and other related authorities.

Article 16 (1) The difference between the actual total investment of the JV Company and the registered capital of the JV Company shall be financed by the JV Company 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 financing with security.

(2) If the JV Company fails to satisfy the capital needs of project construction through the method outlined in Article 16(1), YMCIG hereby agrees to provide corporate security as may be required by the relevant Chinese bank in order to secure reasonable project financing until the JV Company is able to obtain bank loan through its assets or credit; prior to YMCIG’s provision of such security to the Chinese bank for the JV Company, SES shall pledge in favour of YMCIG its shares in the JV Company as security for the loan proportionate to SES’ share in the JV Company. Such pledge as counter security shall be in accordance with the “ PRC Security Law ” and other relevant laws, and details of the pledge shall be agreed in the share pledge agreement to be entered into by the Parties. The share pledge agreement and the security agreement by which YMCIG provides financing security for the JV Company shall become effective at the same time and the two agreements shall be conditional upon each other.

(3) If the JV Company fails to satisfy the capital needs of project construction through the method of shareholder’s guarantee outlined in Article 16(2), YMCIG hereby agrees to provide a shareholder’s loan to the JV Company. The term of the shareholder’s loan shall remain valid until the JV Company is able to obtain a bank loan through its assets or credit. The principle amount of the shareholder’s loan shall satisfy the needs of the project construction schedule,

and the interest rate shall be in accordance with the bank loan rate for the same term of the loan. Prior to YMCIG providing the loan to the JV Company, SES shall pledge its share in the JV Company as security for the loan proportionate to SES’ share in the JV Company.

(4) Neither Party may pledge its shares to a third party without the prior written consent of the other Party.

Chapter VI Transfers of Shares

Article 17 (1) Where a Party wishes to make any transfer of part or all of its shares, 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 examining and approval authorities of the JV Company.

(2) Subject to Article 17(1), if either Party (the “ Transferring Party ”) proposes to transfer part or all of its shares to a third party, the other Party (the “ Other Party ”) shall have the right of first refusal in purchasing such shares on 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 of the proposed transfer of shares. If the Transferring Party does not receive a written reply on whether or not the Other Party will exercise its right of first refusal with respect to the proposed transfer within fifteen (15) days of service of the First Notice, then, the Transferring Party shall provide another written notice (“ Second Notice ”) to the Other Party. If the Transferring Party does not receive a written reply on whether or not the Other Party will exercise its right of first refusal with respect to the proposed transfer within fifteen (15) days of service of the Second Notice, then the Other Party shall be deemed to have waived such right of first refusal, and the Transferring Party may opt to sell such shares to any third party on the same terms and conditions set out in the First and Second Notice. For the avoidance of doubt, the terms and conditions set out in the First and Second Notice shall become invalid after sixty (60) days of 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 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 responsibilities of the Parties are set out as follow:-

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 and the Articles of Association 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 investment preferential policies or tax treatment other joint venture companies are entitled to under 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) Assisting the financing, 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;

(10) Supplying commercial coal to the JV Company in accordance with the principles outlined in Exhibit II; and

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

Responsibilities of SES:

(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) Performing its obligations under this Contract, including but not limited to the provision of the U-Gas® system technology permit to the JV Company in accordance with the Technology License Agreement (provided that the Technology License Agreement has been executed by the parties thereto);

(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 and the Articles of Association 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 design and construct the gasification plant;

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

(6) 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;

(7) Assisting with the relevant formalities of share pledge, provided that YMCIG provides guarantee for bank loan or provide shareholder’s loan to the JV Company;

(8) Assisting the JV Company to apply for and obtain tax benefit or exemption, VAT rebates, and investment preferential policies treatment other joint venture companies are entitled to under Chinese national or local laws, regulations and policies;

(9) Performing its obligations under this Contract; and

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

Chapter VIII Sale and Purchase of Commodities

Article 19 The JV Company shall be responsible for the business operation and the sales of its products.

Article 20 The JV Company will sell [INSERT SCOPE OF JOINT VENTURE].

Article 21 The JV Company shall purchase commercial coal from the Yuejin or other coal mines and YMCIG shall supply commercial coal to the JV Company, through a coal purchase contract, pursuant to the principles outlined in Exhibit II.

Chapter IX Board of Directors & Supervisors

Article 22 The Board of Directors shall be the highest authority of the JV Company. The Board of Directors shall consist of eight (8) directors, of whom two (2) shall be appointed by SES, and six (6) shall be appointed 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 shall have only one vote.

Article 23 The term of each director of the first Board of Directors shall commence on the date of the 1 ^st board resolution. 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 at a duly convened Board of Directors meeting:

     (a) any amendment to the Articles of Association of the JV Company;

     (b) any increase or decrease in the registered capital of the JV Company or the total investment made by the JV Company;

     (c) the change of the form of organization of the JV Company through acquisition, division or merger with another economic entity;

     (d) the termination (except where the Term of the JV Company has expired), early termination, liquidation or dissolution of the JV Company;

     (e) any mortgage of assets of the JV Company;

     (f) the JV Company providing any security for any third party in respect of any debts other than its own debts;

     (g) either Party intends to transfer part or all of its shares;

     (h) the annual operation policy, annual operation plan, annual budget (including project budget) and annual profit distribution plan of the JV Company; and

     (i) within any fiscal year of the Term of the JV Company, the transactions between the JV Company and a Party (and any Affiliate of such Party) for the similar kind (e.g., project construction, human resources, engineer services, raw material purchase, technical

services, etc.) exceeding an aggregated amount of RMB 5,000,000 (excluding coal purchase, water purchase, electricity purchase, gas purchase, and transactions between the JV Company and the other two joint ventures companies jointly invested by YMCIG and SES, provided that the price for water, electricity and gas shall not be higher than the government guidance price).

(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 at 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 convened 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 required 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 no less than three (3) directors comprising not less than one (1) director appointed by each Party. If proper notice of a Board of Directors meetings is given and a quorum cannot 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 constituted even if such Party again fails to send the requisite number of directors to form a quorum.

(8) In principle, the meeting of the Board of Directors shall be held at the legal address of the JV Company.

Article 25 The JV Company will not have a supervisors committee, but 2 supervisors, one to be appointed by SES and the other by YMCIG. The supervisors shall perform its responsibility in accordance with the PRC Company Law .

Chapter X Operation and Management Organization

Article 26 The JV Company shall establish an operation and management organization, to be responsible for the operation of the JV Company. The operation and management organization shall have one General Manager who shall be responsible to the Board of Directors and nominated by YMCIG, and 3 Deputy General Managers and one additional Deputy General Manager in the project construction period, with two Deputy General Managers nominated by YMCIG, who shall be responsible for the management affairs, except technology; and one Deputy General Manager nominated by SES, who shall manage issues related to technologies, and one Deputy General Manager during the project construction period nominated by SES, who shall be assisting the General Manager with the project management. The General Manager and 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 other senior positions. The General Manager, Deputy General Managers and Chief Financial Officer shall serve a term of 4 years, and may serve consecutive terms if reappointed by the Board of Directors. If they are replaced, the successors shall serve the remaining term of their predecessors.

Article 27 The organizational structure plan of the JV Company shall be formulated on the basis of the actual production and operation of the JV Company and be submitted to the Board of Directors for approval.

The JV Company shall have one Chief Financial Officer who s