0001144204-06-035179 Sample Contracts

SHAREHOLDER ENTRUST AGREEMENT
Shareholder Entrust Agreement • August 22nd, 2006 • Franklyn Resources Iii Inc • Industrial trucks, tractors, trailors & stackers

In accordance with the Law of the People's Republic of China and the corporation laws of the People’s Republic of China and correlative regulations and rules and other relevant Chinese laws and regulations, and with the principle of equality and voluntary and through friendly consultations by Party A and Party B for affairs about Party A entrust Party B with hold shares conclude Clauses as below, abide by two parties together.

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Equity Transfer Agreement of Qingdao Sinogas Yuhan Chemical Equipment Co., Ltd.
Equity Transfer Agreement • August 22nd, 2006 • Franklyn Resources Iii Inc • Industrial trucks, tractors, trailors & stackers

Party C should pay the share transferring fee of $375,000 US dollars to Party B by the end of July, 2006. After Party C pays the share transferring fee, the four parties (Party A, Party B, Party C and Party D) will go through the relative examination, approval and registration procedure regarding share transferring and Yuhan will change from a domestic-funded company into a Sino-Foreign Joint Equity Venture.

SINO-FOREIGN EQUITY JOINT VENTURE
Joint Venture Agreement • August 22nd, 2006 • Franklyn Resources Iii Inc • Industrial trucks, tractors, trailors & stackers

and other relevant Chinese laws and regulations, Sinoenergy Holding Limited, with its legal address at Akara Bldg.,24De Castro Street, Wickhams Cay , road Town, tortolar. (hereinafter referred to as Party A) and Beijing Sanhuan Technology Development Co., Ltd. (hereinafter referred to as Party B), and Wuhan Fukang Automotive Cleaning Energy Company (hereinafter referred to as Party C), and Wuhan Yixiang Industry Trade Company (hereinafter referred to as Party D), in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in Wuhan Province of the People's Republic of China.

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