EMISSION REDUCTION PURCHASE AGREEMENT

Emission Reduction Purchase Agreement                                                                                                             Page 1 of 11

Exhibit 10.5

EMISSION REDUCTION PURCHASE AGREEMENT

between

(the "Purchaser")

UNITED BEST TECHNOLOGY LIMITED COMPANY
Address: Sui 1001 – 4 A, Champion building
287 – ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Telephone: 852 – ▇▇▇▇ ▇▇▇▇
Fax: 852 – ▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇
President – General Director : ▇▇. ▇▇▇▇▇▇ Tri Vu

and

(the " Tram Tau Hydro Power-CDM Project Proponent")., henceforth “Vietnam Project Proponent”

Sponsor: ThangLong Education Development and Construction Import Export
Investment Joint Stock Company.

Address: ▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇▇.
Telephone: +84 4 ▇ ▇▇▇ ▇▇▇
Fax: +84 4 ▇ ▇▇▇ ▇▇▇

Chairman of the Board: Mr. ▇▇ ▇▇▇▇▇▇ Sang

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

 

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Emission Reduction Purchase Agreement                                                                                         Page 2 of 11

Interpretation and Definitions
In this Agreement, unless otherwise required by the context, all capitalized terms shall have the
meaning set forth in the definitions below.
Additional	means any Certified Emission Reduction (CER) generated by the Project
Emission	that is in excess of [50,000] Certified Emission Reductions (CERs) per
Reduction:	annum.
Agreement:	means this Emission Reduction Purchase Agreement.
Annex B Countries:	means the countries listed in Annex B to the Kyoto Protocol having
	committed themselves to reduce or limit their GHG emissions.
Annex I Countries:	means the parties to the UNFCCC listed in Annex I thereto (Annex I
	consists of industrial countries and countries in transition).
Anticipated	means up to [50,000] Certified Emission Reductions (CERs) per annum
Emission	during the Crediting Period, anticipated to be generated by the Project
Reduction:	and calculated in accordance with the Kyoto Rules.
Baseline:	means the scenario that reasonably represents the anthropogenic
	emissions of GHG that would occur in the Host Country in the absence of
	the Project, determined in accordance with the Kyoto Rules.
Business Day:	means a day on which banks are open for general business in Vietnam.
Carbon Dioxide	means a metric measure used to compare the emissions of various GHG
Equivalent:	based upon their global warming potential.
Certification:	means the written confirmation by an Operational Entity of an Emission
	Reduction resulting from a CDM project and having passed the
	Verification procedure according to the Kyoto Rules.
Certified Emission	means a unit of Emission Reduction issued pursuant to Article 12 of the
Reduction (CER):	Kyoto Protocol and the requirements of the Kyoto Rules (including
	Certification), equal to one metric ton of Carbon Dioxide Equivalent
	resulting from a CDM project.
Clean Development	Means the flexible mechanism established by Article 12 of the Kyoto
Mechanism (CDM) :	Protocol providing for Annex I Countries to implement projects that reduce
	emissions in non-Annex I Countries in return for CERs and assist the non-
	Annex I Countries in achieving sustainable development and contributing
	to the ultimate objective of the UNFCCC.
Crediting Period:	means, until December 31, 2026.
Emission	means reduction in emission of GHG achieved, calculated in accordance
Reduction:	with the Kyoto Rules.
Executive Board:	means the international authority elected by the representatives of the
	parties to the Kyoto Protocol responsible for monitoring the CDM process.
First Commitment	means January 1, 2007 until December 31, 2026.
Period:
Force Majeure:	means any circumstance or condition beyond the control of either party to
	this Agreement affecting the performance of its obligations under this
	Agreement including in particular wars, insurrection, natural disaster or
	equivalent circumstances.

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

 

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Emission Reduction Purchase Agreement                                                               Page 3 of 11
Greenhouse Gases	means the six gases listed in Annex A to the Kyoto Protocol.
(GHG):
Host Country:	Vietnam
Kyoto Protocol:	means the protocol to the UNFCCC adopted at the third conference of the
	parties to the UNFCCC in Kyoto, Japan, on December 11, 1997.
Kyoto Rules:	means the UNFCCC, Kyoto Protocol, the Bonn agreement, the
	Marrakesh Accords, any relevant decisions, guidelines, modalities and
	procedures made pursuant to them and/or any succeeding international
	agreements as amended and/or supplemented from time to time and
	which include those rules specifically required to be met for the issuing
	and transfer of CERs.
Letter of Approval	means a binding approval of the Project by the Host Country together with
(LOA):	an approval of the transfer of CERs.
Monitoring Report:	means an annual report to be provided by Owner setting out the total
	number of Emission Reductions generated by the Project during the
	previous year according to the Kyoto Rules, international Monitoring rules
	and the PDD.
Monitoring:	means the collection and record of data allowing the assessment of
	reductions in GHG emissions resulting from the Project conducted in
	accordance with the Kyoto Rules.
Operational Entity:	means an independent entity accredited by the Executive Board being the
	executive body for CDM and inter alias responsible for determining
	whether a project and the resulting Emission Reductions meet the
	requirements of Article 12 of the Kyoto Protocol.
Project Design	means a detailed description of the Project to be submitted for Validation
Document (PDD):	prepared in accordance with the Kyoto Rules, the UFG and the Directive
	and attached as Annex III. The Purchaser will be responsible for providing
	PDD development for Registration of the Project.
Project:	means the proposed CDM project described in the PDD and other
	documents describing the implementation and economics of the Project
	attached in Annex IV.
Registration:	means the official registration of a CDM project by the Executive Board
	according to the Kyoto Rules.
UNFCCC:	means the United Nations Framework Convention on Climate Change
	adopted in New York on May 9, 1992.
Unit Price:	means the price payable by Purchaser to Project Proponent per Certified
	Emission Reduction (CER) which is equal to:
	The United Best Technology Limited Company will purchase certified
	CER generated by this project for the year 2007 to 2012 with options of
	extension for another 7 years plus 7 years under same terms and
	conditions. The Project Proponent will be paid (85)% of net revenue from
	sale of certified CER generated as received by Viet nam Project
	Proponent from this project after initial one time $(75,000)USD of first
	revenue payment to The United Best Technology Limited Company for
	the funding the CDM process. The purchase price by The United Best
	Technology Limited Company is fixed as (10)$US/CER minus tax and
	sale commission.

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

 

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Emission Reduction Purchase Agreement                                                                    Page 4 of 11
Validation:			Means the assessment of the PDD, including the Baseline, by an
			Operational Entity, determining its compliance with the Kyoto Rules.
Verification:			means the periodic independent review and ex post determination of the
			monitored reductions in GHG emissions that the Project has achieved
			during a specified period of time by an Operational Entity in accordance
			with the Kyoto Rules. The project's owner will be Responsible for
			providing periodical monitoring.
Unless otherwise specified, references to clauses are to clauses of this Agreement, references to
legal provisions are references to such provisions as in effect from time to time, use of a gender
includes any gender and use of the plural includes the singular and vice versa where the context
requires.
All headings and titles are inserted for convenience only and shall not be deemed part of this
Agreement or taken into consideration in its interpretation.
1.	Preamble
	The Project is located on the territory of the Host Country.
2.		Contractual Obligations
2.1.		Anticipated Emission Reductions
2.1.1.		Upon Registration of the Project, Purchaser shall endeavor to implement the Project in
		accordance with the PDD and other documents describing the implementation and
		economics of the project attached in Annex IV at its own risk and expense. It is hereby
		acknowledged and agreed between the parties hereto that Purchaser does not warrant
		the generation of, and is not obliged to generate, any CERs, whether by the Project or
		otherwise.
2.1.2.		If the Project generates CERs, Project Proponent shall, to the extent it is legally possible
		and permissible, transfer or cause to be transferred to Purchaser all rights (and, to the
		extent legally possible and permissible, legal title) which Project Proponent may have in
		the Anticipated Emission Reductions generated during the Crediting Period to Purchaser.
2.1.3.		Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission
		Reduction generated by the Project and in which the Project Proponent's rights are
		transferred to Purchaser in accordance with clause 3 below.
2.2.		Additional Emission Reductions
2.2.1.		If Additional Emission Reductions are generated by the Project during the Crediting
		Period, Project Proponent shall offer any Additional Emission Reductions to Purchaser
		subject to the terms and conditions of this Agreement and at a price per Additional
		Emission Reduction equal to the Unit Price. If Purchaser does not wishes to exercise the
		purchase option then Project Proponent may deal with the Additional Emission
		Reductions as it wishes.
2.2.2.		Additional Emission Reductions offer by the Purchaser shall be made as soon as possible

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                               Page 5 of 11
		after such Additional Emission Reductions have been generated, but no later than
		December 31 of the year subsequent to the calendar year in which such Additional
		Emission Reductions have been generated.
2.2.3.		Purchaser shall be entitled to accept such offer as a whole or in part and shall notify to
		Project Proponent within one month after receipt of such offer, whether and to what
		extent it accepts the offer. If Purchaser does not respond within this deadline the offer
		shall be deemed to be rejected by Purchaser.
2.2.4.		To the extent Purchaser accepts the offer, Project Proponent shall, to the extent it is
		legally possible and permissible, transfer or cause to be transferred to Purchaser all
		rights (and, to the extent legally possible and permissible, legal title) which Project
		Proponent may have in those Additional Emission Reductions in respect of which
		Purchaser has accepted such offer, within two months after acceptance of such offer by
		Purchaser.
2.2.5.		To the extent Purchaser rejects such offer of Additional Emission Reductions or such offer
		is deemed rejected by Purchaser, Project Proponent shall be free to enter into contracts
		with other parties for the sale of such Additional Emission Reductions or to otherwise
		deal with such Additional Emission Reductions as Project Proponent wishes.
2.2.6.		Purchaser shall pay to Project Proponent a price equal to the Unit Price for each
		Additional Emission Reduction in respect of which Purchaser has accepted such offer.
2.3.		Emission Reductions generated after the Crediting Period
		If the Project generates any Certified Emission Reductions after the Crediting Period,
		Purchaser shall enter into negotiations with Project Proponent with a view to concluding
		an agreement on the purchase of such Certified Emission Reductions based on the
		principles of this Agreement but amended in order to reflect the international and/or
		national rules then applicable.
3.		Transfer
		Transfer to Purchaser of all the rights (and, to the extent legally possible and permissible,
		legal title) which Project Proponent may have in a Certified Emission Reduction shall
		have occurred upon the transfer of a CER from the register of the Executive Board to a
		register in favor of Purchaser or such other account or register Purchaser has notified to
		Project Proponent in writing.
4.		Payment
4.1.		Payment for Certified Emission Reductions
4.1.1.		Payment by Purchaser to Project Proponent for the Certified Emission Reductions (the
		rights in which are transferred pursuant to clause 3) shall be made on the last Business
		Day of the month in which a 40 Business Day period, starting at the day on which
		Purchaser has received satisfactory evidence of the transfer as provided for in Clause 3,
		has elapsed.
4.1.2.		All payments shall be made to the accounts specified in Annex [I] hereto or such other

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                                      Page 6 of 11
		account as may from time to time be notified to the other party in writing.
4.1.3.		All payments shall be made in US Dollars.
4.1.4.		Subject to clause 4.1.5 below, all taxes, fees, costs or other expenses in connection with
		the generation of CERs by the Project and their Registration and transfer (including VAT
		in any jurisdiction Purchaser duly notifies Project Proponent to transfer CERs as in
		Clause 3, if applicable) shall be borne by Project Proponent and purchaser.
4.1.5.		The share of the proceeds from CERs generated by the Project to be used to cover
		administrative expenses according to the Kyoto Rules shall be borne by Project
		Proponent and Purchaser in equal shares .
		The share of the proceeds from CERs generated by the Project to be used to assist
		developing countries that are particularly vulnerable to the adverse effects of climate
		change to meet the costs of adaptation according to the Kyoto Rules shall be borne by
		Project Proponent and Purchaser in equal shares.
5.		Termination and Remedies
5.1.		Either party (the "Non-defaulting Party") shall be entitled to terminate this Agreement by
		written notice to the other party with immediate effect if any of the following events
		occurs:
5.1.1.		the other party commits a breach of any of its obligations under this Agreement and, in
		the case of a breach capable of being remedied, such breach remains unremedied for
		more than 30 Business Days after it has been requested in writing by the Non-defaulting
		Party to remedy the breach; or
5.1.2.		the other party goes into liquidation (whether voluntary or otherwise), is unable to pay its
		debts as they fall due, is wound up, makes any compromise, composition or other
		arrangement with its creditors generally, or becomes subject to any administration order.
5.2.		Force Majeure
		Should either party be impeded wholly or in part from fulfilling any of its obligations under
		the Agreement for reasons of Force Majeure, such obligation shall be suspended to the
		extent and for as long as such obligation is affected by Force Majeure and the impeded
		party shall be entitled to such extension of time as may be reasonably necessary.
		Either party shall notify the other party of the existence and date of beginning of an event
		of Force Majeure that is likely to impede its performance under the Agreement within 5
		Business Days after having obtained knowledge of any such event. Either party shall
		likewise advise the other of the date when such event ended and shall also specify the
		re-determined time by which the performance of its obligations hereunder is to be
		completed.
		Project Proponent and Purchaser shall consult with each other with a view of determining
		any further appropriate action if a condition of Force Majeure is to continue after 20
		Business Days from the date of giving notice thereof.
		Neither party shall be liable for damages or have the right to terminate this Agreement for
		any delay in performing hereunder if such delay is caused by Force Majeure; provided,
		however, that the non-impeded party shall be entitled to terminate such part of the

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                            Page 7 of 11
		Agreement that remains unfulfilled, if the condition of Force Majeure is to continue after 6
		months from the date of giving notice thereof.
6.		Change in Circumstances
		If any change in circumstances (i.e. a change of scientific basics or applicable standards
		relating to the Baseline methodology and/or the applicable criteria for Verification and
		Certification of the resulting Emission Reductions) occurs which substantially affects the
		Project, the parties to this Agreement shall enter into negotiations with a view to adapt
		the Project and its implementation or any relevant provision of this Agreement, as may
		be necessary or useful. A change in circumstances shall in no event be considered
		substantially affecting the Project if at least 50% of the Anticipated Emission Reductions
		can be generated.
		The parties to this Agreement shall cooperate and make their best efforts to enable the
		continuation of the Project in accordance with the new circumstances and to achieve the
		generation and transfer of the Anticipated Emission Reductions.
		If any of the documents related to the Project and submitted at any time during the term
		of this Agreement fails to be approved by such authority whose approval is required
		under the Kyoto Rules or otherwise appears to be non-compliant with any relevant
		standards or conditions of the Kyoto Rules, Project Proponent and Purchaser shall
		discuss whether or not the relevant documents are to be revised and resubmitted.
7.		Conditions Precedent
		This Agreement shall enter into force upon satisfaction of the following conditions precedent:
		1. Conclusion of a binding agreement with the Host Country.
8.		Miscellaneous
8.1.		Assignment and subcontracting
		Neither party shall, without the written consent of the other party, assign or transfer the
		Agreement or the benefits or obligations thereof or any part thereof to any other person.
8.2.		Confidentiality and Disclosure
		The parties shall treat as confidential all information obtained as a result of entering into
		or performing this Agreement which relates to the provisions of this Agreement, the
		negotiations relating to this Agreement and the subject matter of this Agreement.
		No party shall disclose any such confidential information to any third party, except in
		those circumstances where disclosure is required in order to comply with any laws or
		regulations, including without limitations the Kyoto Rules.
8.3.		Notices
		Any communications to be made under or in connection with this Agreement shall be
		made in writing (including by facsimile) to the address or facsimile number, from time to
		time designated by the party to whom the communication is to be made to the other party

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                                     Page 8 of 11
		for that purpose. The address and facsimile number so designated are set out in Annex
		[I] hereto. A
		Communication will only be effected, if sent by mail, when delivered to or rejected by the
		recipient, if sent by facsimile, when a transmission report shows that the facsimile has
		been sent.
8.4.		Entire Agreement
		This Agreement embodies the whole and only agreement of the parties with respect to
		the subject matter hereof, and no prior or contemporaneous oral or written agreement or
		understanding shall be deemed to constitute a part of this Agreement, unless expressly
		referred to herein, or attached hereto, or specifically incorporated by reference herein.
		The Annexes and schedules to this Agreement constitute integral parts of this Agreement
		and shall therefore be deemed part of this Agreement.
8.5.		Amendments
		This Agreement may only be amended with the written consent of the parties hereto.
8.6.		Costs and Expenses
		Each party shall bear its own costs and expenses in relation to the negotiation,
		preparation, execution and carrying into effect of this Agreement.
8.7.		Severability
		If any part or provision of the Agreement is or becomes illegal, void or unenforceable in
		any respect, the remaining parts or provisions shall not be affected or impaired. Any
		deficiency in the Agreement resulting there from shall be amended by way of
		interpretation of the Agreement having due regard to the parties intent.
8.8.		Governing law
		This Agreement shall be governed and construed in accordance with English law
		excluding its rules on conflicts of laws.
8.9.		Jurisdiction
		The parties irrevocably submit to the exclusive jurisdiction of the courts having jurisdiction
		in commercial matters for England with regard to all disputes arising out of or in
		connection with this Agreement, its violation, termination or nullity.
8.10.		Counterparts
		This Agreement shall be executed in two counterparts with one copy for Project
		Proponent and one for Purchaser. If there are any discrepancies between the English
		and the Vietnamese version, the Vietnamese version will prevail.

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                                             Page 9 of 11

PARTIES TO THE AGREEMENT

WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above, this 18 day of 01, 2008, in the presence of:

Purchaser:
	▇▇. ▇▇▇▇▇▇ TRI VU
	President-General Director : ▇▇. ▇▇▇▇▇▇ Tri Vu
Project Proponent:
	▇▇ ▇▇▇▇▇▇ SANG
	Chairman of the Board: Mr. ▇▇ ▇▇▇▇▇▇ Sang
Witness No 1	Witness No 2
▇▇▇ ▇▇▇ LAN ▇▇▇▇▇	▇▇ ▇▇▇▇ HUNG
▇▇. ▇▇▇ Thi Lan ▇▇▇▇▇	▇▇ ▇▇▇▇ Hung, ME
CERtech Inc Canada	Viet nam

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                                                                                           Page 10 of 11

ANNEX I:
1. The salient features of Tram Tau Hydro Power Project at Tram Tau district in Lang Son
Province, Vietnam.
No	Parameters	Symbols	Units	Value
1	Catchment area	F	km2	198
2	Long-term average annual rainfall	Xo	mm	2436
3	Average flow	Q0	m 3/s	10.39
4	Total amount of average annual flow	W0	106 m3	327.7
5	Specific runoff	M0	l/s.km2
6	Normal water level	MNDBT	m	626
7	Dead water level	MNC	m	620
8	Surface area with normal water level	F	Km2	5
9	Designed head	Htt	m	167.40
10	Designed discharge	QTK	m3	16.87
11	Installation capacity	Nlm	MW	24
12	Firm capacity P=85%	Ndb	MW	3.74
13	Number of unit	z		04
14	Estimated Annual Electricity Generation	Eo	106	95.45
15	Estimated Annual Operation Hours	hsd	h	3977
16	Annual estimation of the emission reduction, tCO2 eq	CERs	tCO2 eq	55,360
17	Resettlement		person	50
18	Compensation (land, tree, farm, property, etc...)		106 USD	5
19	It is run off river hydropower plant			yes
20	New hydropower project with reservoirs having power densities (installed capacity devided by the surface area at full reservoir level) greater than 4 W/m2 .			4.8

2. Project time schedule.
-Year of 2008: the feasibility study stage is planned to be completed by the 2^nd quarter of 2008.
-Year of 2008: the technical design stage is planned to be completed by the 4^th quarter of 2008.

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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Emission Reduction Purchase Agreement                                                                                          Page 11 of 11

- Year of 2009: Preparing work and opening ceremony of project is planned by the 1^st quarter of 2009.

- Year of 2009 – 2010: Buying the equipments and construct some main items.

- Year of 2010: Operation of unit 1 by the 2^nd quarter of 2010, completing of project by the 4^th quarter of 2010.

- Preparing work and opening ceremony of project is planned by the 4^th quarter of 2008.

- Year of 2009 – 2010: Buying the equipments and construct some main items.

- Year of 2011: Operation of unit 1 by the 1^st quarter of 2011, completing of project by the 3^rd quarter of 2011.

 

Initial VN Hydro Power CDM Project Proponent:______Initial United Best Technology Limited-1:

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