0001144204-10-064961 Sample Contracts

Exclusive Option Agreement
Exclusive Option Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining

This Exclusive Option Agreement (this "Agreement") is executed by and among the Parties below as of November 30, 2010 in Ordos City, the People’s Republic of China (the “China” or “PRC”):

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Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining

This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on November 30, 2010 in Ordos city, the People’s Republic of China (the “China” or “PRC”):

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on November 30, 2010 in Ordos City, the People’s Republic of China (“China” or the “PRC”).

SHARE TRANSFER AGREEMENT BETWEEN NINGHUA XU AND WENXIANG DING (丁文祥) Date: November 30, 2010
Share Transfer Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • Hong Kong

THIS SHARE TRANSFER AGREEMENT (this "Agreement") is made on November 30, 2010 by and among NINGHUA XU (the "Transferor") and WENXIANG DING (the "Transferee" ).

Entrustment Agreement
Entrustment Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • Hong Kong

This Entrustment Agreement (the “Agreement”) is entered into as of November 30, 2010 in Beijing, the People's Republic of China (the “PRC”) by and between:

Contract
Termination and Restructuring Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • Nevada

TERMINATION AND RESTRUCTURING AGREEMENT, dated as of November 30, 2010, among the registered shareholders of INNER MONGOLIA TEHONG COAL AND POWER GROUP CO., LTD set forth on the signature pages hereto (the “Coal Group Shareholders”), the registered shareholders of INNER MONGOLIA ZHUNGER HEAT POWER CO., LTD set forth on the signature pages hereto (the “Heat Power Shareholders”, and together with the Coal Group Shareholders, the “PRC Shareholders”), CHINA ENERGY CORPORATION, a Nevada corporation (“CEC”), BEIJING TEHONG ENERGY TECHNOLOGY CONSULTING CO., LTD, a corporation organized under the laws of the People’s Republic of China (“PRC”) and an indirect, wholly-owned subsidiary of CEC (“CEC China”), INNER MONGOLIA TEHONG COAL AND POWER GROUP CO., LTD., a corporation organized under the laws of the People’s Republic of China (“Coal Group”), and INNER MONGOLIA HEAT POWER CO., LTD, a corporation organized under the laws of the People’s Republic of China (“Heat Power”, and together with Coal

Contract
Termination and Transfer Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • New York

TERMINATION AND TRANSFER AGREEMENT, dated as of November 30, 2010, among AXIM HOLDINGS LTD, a corporation organized under the laws of Belize (“Axim”), YI DING (“Yi”), BIAO DING (“Biao”, and collectively with Yi, the “Dings”), FORTUNE PLACE HOLDINGS LIMITED, a corporation organized under the laws of the British Virgin Islands (“Fortune Place”) and NINGHUA XU (“Owner”).

Contract
Termination and Transfer Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • New York

TERMINATION AND TRANSFER AGREEMENT, dated as of November 30. 2010, among GEORGIA PACIFIC INVESTMENTS INC., a corporation organized under the laws of Belize (“GPI”), WENXIANG DING (“Ding”), YANHUA LI (“Li”, and collectively with Ding, the “Ding Family”), FORTUNE PLACE HOLDINGS LIMITED, a corporation organized under the laws of the British Virgin Islands (“Fortune Place”) and NINGHUA XU (“Owner”).

Contract
Termination Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • Nevada

TERMINATION AGREEMENT, dated as of November 30, 2010 (this “Agreement”), among CHINA ENERGY CORPORATION, a Nevada corporation (“CEC”) and the successor corporation to Pacific Projects, Inc., formerly a wholly-owned subsidiary of China Energy Corporation that merged with and into the Company on November 29, 2010 (“PPI”), GEORGIA PACIFIC INVESTMENTS INC., a corporation organized under the laws of Belize (“GPI”), and AXIM HOLDINGS LTD, a corporation organized under the laws of Belize (“Axim”). Capitalized terms used and not defined herein are used herein as defined in the Termination and Restructuring Agreement dated as of October 28, 2010

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