0001144204-11-001440 Sample Contracts

COLLATERAL AGREEMENT
Collateral Agreement • January 10th, 2011 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • New York

This Collateral Agreement dated as of the 31st day of December, 2010 (“Collateral Agreement”), is entered into by Qinghuan Wu (“Guarantor”), China Energy Recovery, Inc., a Delaware corporation ( “CER”), and Hold and Opt Investments Limited, a Bahamas company (“Lender”). Golenbock Eiseman Assor Bell & Peskoe LLP, a limited liability partnership ("Collateral Agent”) shall enter into this Collateral Agreement not earlier than the date that the Collateral (as herein defined) shall be free and clear of all encumbrances, including the terms of that certain loan for US$4,000,000 for which the Collateral is currently pledged.

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CHINA ENERGY RECOVERY, INC. CONTINUATION AND LOAN AGREEMENT
Continuation and Loan Agreement • January 10th, 2011 • China Energy Recovery, Inc. • General industrial machinery & equipment, nec • Delaware

THIS CONTINUATION AND LOAN AGREEMENT (“Loan Agreement”) is entered into by and among Hold and Opt Investments Limited, a Bahamas company (“Lender”), with offices at Deltec House, Lyford Cay, P.O. Box N-3229, Nassau, Bahamas, China Energy Recovery, Inc., a Delaware corporation (the “Company” or “CER”), and Mr. Wu Qinghuan, as of this 31st day of December 2010.

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