0001144204-11-007774 Sample Contracts

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

This Consulting Services Agreement (this “Agreement”) is dated January 20, 2011, and is entered into in Pinghe County, Fujian Province, People’s Republic of China (“PRC” or “China”) by and between Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“Party A”), and Fujian Zhangzhou Ding Neng Bio-Technology Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”

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Labor Contract of Fujian Zhangzhou Ding Neng Bio-technology Co., Ltd
Labor Contract • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

According to the Labor Law of the People’s Republic of China and relevant laws, policies and regulations, after equal and free negotiations, Party A and Party B agree to sign and execute this contract.

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated January 20, 2011, and is entered into in Pinghe County, Fujian Province, People’s Republic of China (“PRC” or “China”) by and among Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“Pledgee”), Fujian Zhangzhou Ding Neng Bio-Technology Co., Ltd. (“Party B” or the “Company”), and each of the shareholders of Party B listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”).

OPTION AGREEMENT
Option Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

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

VOTING RIGHTS PROXY AGREEMENT
Voting Rights Proxy Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

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.”

Woodland and Plants Transfer Agreement
Woodland and Plants Transfer Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

A, B, by consensus the two sides, Party A agrees to transfer woodland use rights and plants ownership to B, for the specific rights and obligations of both parties to reach this contract.

OPERATING AGREEMENT
Operating Agreement • February 11th, 2011 • China Bio-Energy Corp. • Services-business services, nec

This Operating Agreement (this “Agreement”) is dated January 20, 2011, and is entered into in Pinghe County, Fujian Province, People’s Republic of China (“PRC” or “China”) by and between Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“Party A”), Fujian Zhangzhou Ding Neng Bio-Technology Co., Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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