OPERATING AGREEMENT

OF

LESHEN ENERGY USA LLC

A LOUSIANA LIMITED LIABILITY COMPPANY

THIS OPERATING AGREEMENT (“Agreement”) is entered into the 25 day of October, 2012, by and between the following persons:

1.【•】

2.【•】

hereinafter, (“Members” or “Parties”)

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which

is hereby acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed a Louisiana limited liability company named LESHEN ENERGY UAS LLC (“LLC”). The operation of the LLC shall be governed by the terms of this Agreement and the provisions of the Louisiana Limited Liability Company Act (Louisiana Revised Statutes, Title 12, Chapter 22), hereinafter referred to as the “Act”. To the extent permitted by the Act, the terms and provisions of this Agreement shall control if there is a conflict between such Law and this Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any provisions of this Agreement, if any, that may cause the LLC not be taxed as a partnership shall be inoperative.

2. Articles of organization. The Members acting through one of its Members, HUI PING LI，filed Articles of Organization (“Articles”) for record in the office of the Louisiana Secretary of State on September 28, 2012, thereby creating the LLC.

3. Business. The business of the LLC shall be:

a)Energy, and

b)To conduct or promote any lawful businesses or purposes within

Louisiana or any other jurisdiction which a limited liability company is

legally allowed to conduct or promote.

4. Registered Office and Registered Agent. The registered office and place of business of the LLC shall be 1558 CROSS LAKE BLVD., SHREVEPORT, LA 71109 and the registered agent at such office shall be HUI PING LI. The members may change the registered office and/or registered agent from time to time.

5. Duration. The LLC will commence business as of the date of filing and will continue in perpetuity.

6. Fiscal Year. The LLC’s fiscal year and tax year shall end on the date of December 31st.

ARTICLE II

MEMBERS

7. Initial Members. The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are:

Initial Percentage Interest Capital

Members in LLC Contribution

【•】 50% $【•】.00

【•】 50% $【•】.00

8. Additional Members. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The management of the company shall be vested in the appointed Manager.

10. Manager. Election of the Manger shall be made by a majority vote of the Members, as amended from time to time. The elected Manager may either be a Member or Non-Member. The Manager may be removed by a vote of a majority of the members, with or without cause, at a meeting called expressly for that purpose.

By a majority vote of the Members the following initial Manager was elected to operate the Company pursuant to the Agreement:

Printed Name ___________________

Manager

_____________________ Address

____________________

11. Powers of Manager. Subject to article 12, the Manager are authorized on the Company's behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets