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VOTING RIGHTS PROXY AGREEMENT

 

This Voting Rights Proxy Agreement (the “ Agreement ”) is entered into in Pinghe County, Fujian Province, People’s Republic of China (“ PRC ” or “ China ”) as of January 20, 2011 by and among Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“ Party A ”), Fujian Zhangzhou Ding Neng Bio-Technology Co., Ltd. (the “ Company ” or “ Party B ”), and the undersigned shareholders of Party B (the “ Shareholders ”).  Party A, Party B and the Shareholders are each referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”

 

RECITALS

 

1.           Party B is engaged in the business of biodiesel production etc.  Party A has the expertise in consulting, and Party A has entered into a series of agreements with Party B to provide Party B with various consulting services.

 

2        The Shareholders are shareholders of the Company, each legally holding such amount of equity interest of the Company as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Company (collectively the “Equity Interest”).

 

3.           The Shareholders desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of good and valuable consideration, the receipt of which is hereby acknowledged and agreed by Party A.

 

NOW THEREFORE , the Parties agree as follows:

 

1.           The Shareholders hereby agree to irrevocably grant and entrust Par


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