SHARE TRANSFER AGREEMENT

 

                                                                   Exhibit 10.44

                            SHARE TRANSFER AGREEMENT

                                     BETWEEN

                  CHINA CHANG JIANG ENERGY CORPORATION (GROUP)

                                       AND

                         THE NEW WORLD POWER CORPORATION

                                     FOR THE

                      FUJIAN CHANG PING HYDRO POWER COMPANY

         1.       PREAMBLE

                  The Fujian Chang Ping Hydro Power Company, Ltd. (hereinafter
referred to as Chang Ping Hydro) is a joint venture company established by China
Chang Jiang Energy Corporation (Group) (Chang Jiang Power Development (Hong
Kong) Co. Ltd. (hereinafter referred to as "CCJEC") and Mingbei Hydroelectric
Resource Mixed Development Company (hereinafter referred to as "Mingbei") in
accordance with the laws of the Peoples Republic of China on Sino-Foreign Equity
Joint Ventures and other laws and regulations of the PRC. The purpose of the
Company is to invest, construct and operate the Fujian Nan Ping Xiayang Hydro
Power Plant.

                  Whereas, CCJEC desires to transfer part of its share ownership
of the Chang Ping Hydro to the New World Power Corporation (hereinafter referred
to as "New World") in furtherance of the Joint Venture and Business Plan
Agreement between CCJEC and New World, and New World desires to purchase the
shares offered by CCJEC, then CCJEC and New World mutually agree as follows.

         2.       PARTIES TO THIS AGREEMENT

                  The Parties to this agreement are:

                  (a) The Chang Jiang Energy Corporation (Group) (Chang Jiang
                  Power Development (Hong Kong) Co. Ltd., otherwise referred to
                  as CCJEC), whose legal address is:

                           No. 124 Guangshang Yi Road
                           Hong Shang District

                           Withan, Hubei Province
                           China (Room 1008-9, Hsin Teh Center, Hong Kong)

                  The legal representative for CCJEC is Yu Zhian, Chairman; and

                  (b) The New World Power Corporation, otherwise known as New
                  World, whose legal address is:

                           The Farmhouse
                           558 Lime Rock Road
                           Lime Rock, CT 06039

                  The legal representative for New World is John D. Kuhns,
                  Chairman.

         3.       TRANSFER OF SHARE OWNERSHIP

                  The total capital invested in Chang Ping Hydro is Three
Hundred and One Million Eight Hundred Thousand Yuan ($301,800,000) in Renminbi,
of which CCJEC has paid in ninety-five (95) percent and owns ninety-five (95)
percent of the shares in Chang Ping Hydro. CCJEC will transfer, pursuant to the
terms and conditions set forth in Section (4) (below), forty (40) percent of the
shares its owns in Chang Ping Hydro to New World, and New World, pursuant to the
terms and conditions set forth in Section (4) will pay CCJEC One Hundred Twenty
Million Seven Thousand Yuan ($120,720,000) in Renminbi for the purchase of those
shares. Upon transfer of shares, New World will agree to observe the Articles of
Corporation, enjoy the rights granted pursuant to those articles, agree to
assume the obligations related thereto, and be entitled to two of the seats on
the Board of Directors currently held by CCJEC, which CCJEC shall immediately
transfer to New World. One of the two directors shall be Vice Chairman of Chang
Ping Hydro.

         4.       PAYMENT FOR SHARES

                  New World make its payment for the shares to CCJEC in either
Renminbi or U.S. dollars, providing that CCJEC agrees that fifty (50) percent of
the payment for the shares may be made in the form of stock in New World Power,
at the option of New World. Payment for the shares shall be made in the
following manner:

                  (a) The first payment, representing thirty (30) percent of the
purchase price of the shares (Thirty-six Million Two Hundred Sixteen Thousand
Yuan), shall be made upon the satisfactory completion of the due diligence
report to be made by New World.

                  (b) The second payment, representing thirty (30) percent of
the purchase price (Thirty-six Million Two Hundred Sixteen Thousand Yuan), shall
be made within ninety days (90) days after the effective date of this agreement;

                                       -2-

                  (c) The third and final payment for the shares, representing
forty (40) percent of the purchase price (Forty-eight Million Two Hundred Eighty
Eight Thousand Yuan), shall be made within one hundred eighty days (180) after
the effective date of this agreement.

                  At the option of New World, all payments shall be made half in
currency and half in New World Power stock.

         5.       FOREIGN EXCHANGE

                  New World may have its share of the profits of the company
remitted to a country outside of China, and it shall be the responsibility of
CCJEC to convert the profit distribution from Renminbi to U.S. dollars.

         6.       LANGUAGE

                  This Agreement shall be executed in both Chinese and English
with four copies made of each version, and each party shall receive two copies
of the Chinese version and two copies of the English version.

         7.       EFFECTIVE DATE

                  This Agreement shall take effect when it is signed by both
parties and approved by the relevant departments of the government of the PRC.

                  IN WITNESS WHEREOF, the Parties have caused this Agreement to
be signed by their duly authorized representatives.

CHINA CHANG JIANG ENERGY CORPORATION (GROUP)

By:  /s/ Yu Zhian
     -----------------------
     Yu Zhian, Chairman

THE NEW WORLD POWER CORPORATION

By:  /s/ John D. Kuhns
     -----------------------
     John D. Kuhns, Chairman

                                       -3- 

Basic Info X:

Name: SHARE TRANSFER AGREEMENT
Type: Share Transfer Agreement
Date: July 1, 1996
Company: NEW WORLD POWER CORPORATION
State: Delaware

Other info:

Organization:

  • The Fujian Chang Ping Hydro Power Company , Ltd.
  • China Chang Jiang Energy Corporation Group Chang Jiang Power Development Hong Kong Co. Ltd.
  • Mingbei Hydroelectric Resource Mixed Development Company
  • Sino-Foreign Equity Joint Ventures
  • Fujian Nan Ping Xiayang Hydro Power Plant
  • The Chang Jiang Energy Corporation Group Chang Jiang Power Development Hong Kong Co. Ltd.
  • Guangshang Yi Road Hong Shang District
  • New World Power Corporation
  • Articles of Corporation
  • Board of Directors

Location:

  • Hubei Province China
  • Hong Kong
  • Chang Ping Hydro
  • New World Power
  • Renminbi
  • U.S.

Money:

  • $ 301,800,000
  • $ 120,720,000

Person:

  • Hsin Teh Center
  • Yu Zhian
  • John D. Kuhns

Percent:

  • 95 percent
  • 50 percent
  • 30 percent
  • 40 percent