Unassociated Document


    Exhibit
10.18

     

    
      CONTRACT
No.: YXLY-2007-00

       

      PetroChina
Dalian Petrochemical Company and

       

      Dalian
Xingyuan Marine Fuel Co., Ltd.

      


      Sales
Contract of Rubber Filling Oil and Extract Oil

       

      Place
of Signing: No. 1 Shanzhong Street, Ganjingzi District,
Dalian

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Party
A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd.

    Residence:
Li Jaicun of Dalianwan

    Business
registration No.: 2102001105614

    Legal
representative: Zhang Shouqi

    


    Party
B (Seller): PetroChina Dalian Petrochemical Company

    Residence:
No. 1 Shanzhong Street, Ganjingzi District, Dalian

    Business
registration No.: 4-11222102001200986

    Legal
representative (principal): Jiang Fan

    


    According
to the Contract Law of the
People's Republic of China and relevant laws and regulations, Party A and
Party B has made an agreement to sign the principle of equality, mutual benefit
and making compensation for equal value.

    


    
      	
              1.

            	
              Name
      of subject matter (hereinafter referred to as “oil product”): Rubber
      filling oil and extract oil

            


    

    
      	 	 
	
              2.

            	
              Quality
      standard: Rubber filling oil QJ/SYDL0021-2001;and extract oil
      QJ/DSH751.8-2004

            


    

    
      	 	 
	
              3.

            	
              Quantity:
      Rubber filling oil: 3000~5000ton/month (based on actual settlement
      volume);

            
	 	 


    

    Extract
oil: 3000 ton/month (based on actual settlement volume);

    
      	 	 
	
              4.

            	
              Unit
      price of sales: Market price

            
	 	 


    

    
      	
              5.

            	
              Payment
      of cost: Party A shall pay for Party B with cheque or telegraphic
      transfer, and deliver the goods after receiving the
    payment.

            
	 	 


    

    
      	
              6.

            	
              Delivery
      of oil products:

            
	 	 


    

    
      	
              6.1

            	
              Part
      A provides goods through the pipeline to Party B, and Party A is
      responsible for preparing well the oil tank in advance and contact the
      Measurement and Quality Inspection Center of Party B to make daily
      measurement and examination; the detailed delivery point is the flange
      outside the first valve of receiving tank of Party A, and the risks shall
      be transferred to Party A from Party B after the goods getting through the
      delivery point.

            
	 	 


    

    
      	
              6.2

            	
              The
      delivery point for picking up the goods of the train shall be the crane
      pipe of railway platform of Party B, and the risks shall be transferred to
      Party A from Party B after the goods getting through the delivery
      point.

            


    

    
      	 	 
	
              6.3

            	
              Offshore
      transportation: Set the flange connected the shipment line of the ship and
      shore with the specified berth of Party B, and the risks shall be
      transferred to Party A from Party B after the goods getting through the
      delivery point.

            


    

    
      	 	 
	
              7.

            	
              Measurement
      and standard

            


    

    
      	 	 
	
              7.1

            	
              It
      regards the measurement of Part B as the standard. Party B shall implement
      the measurement at the delivery place with the supervision of Party A; the
      applied measurement instruments shall get the qualified inspection of
      senior measurement technological institute, and in the effective period,
      the measurement personnel shall go on duty with the qualification
      certificate regulated by the state.

            


    

    
      	 	 
	
              7.2

            	
              Party
      A shall guarantee that the oil discharge equipment of the discharge unit
      and bulk plant (store oil products) have legal qualification to discharge
      and store the oil products, and comply with the national standard of
      discharging, safety for storing the oil products equipment, quantity and
      quality.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Acceptance

            


    

    
      	 	 
	
              8.1

            	
              Within
      the acceptance period (within three days after goods arriving), if Party B
      doesn’t receive the written notice of Party A concerning the disputes of
      quantity and quality of the oil products, which shall be deemed that the
      quantity and quality delivered by Party B comply with the regulations of
      contract.

            


    

    
      	 	 
	
              8.2

            	
              If
      Party A raises the disputes about the quantity and quality within the
      acceptance period (within three days after receiving the goods), Party A
      has obligation to keep well the oil products. If Party A doesn’t keep well
      the oil products, causing non-compliance of the quantity and quality when
      delivering to Party B, and Party A thus loses the right to claim
      indemnity.

            


    

    
      	 	 
	
              8.3

            	
              Within
      the acceptance period (within three days after goods arriving), if Party A
      thinks that the quality of the oil products cannot meet the agreed
      standard of the contact, Party A and Party B shall commonly choose the
      authorized inspection organ to examine the mothballed oil samples, and it
      shall regard the result of the inspection organ as the basis to confirm
      the quality of the oil products. If the result complies with the standard
      of contract, Party A shall bear the inspection fees and relevant fees.
      Otherwise, Party B shall bear the
fees.

            


    

    
      	 	 
	
              8.4

            	
              Party
      A shall discharge the oil products within five days after qualified
      acceptance. Party A shall bear the fees that exceed the regulated
      date.

            


    

    
      	 	 
	
              9.

            	
              Alternation
      and termination of contract

            


    

    
      	 	 
	
              9.1

            	
              Party
      A and Party B shall negotiate to alter or terminate the contract with the
      written form.

            


    

    
      	 	 
	
              9.2

            	
              It
      can terminate the contract unilaterally with one of the following
      situations:

            


    

    
      	 	 
	
              9.2.1

            	
              The
      contract purpose cannot be realized caused by force
    majeure.

            


    

    
      	 	 
	
              9.2.2

            	
              Party
      A or Party B transfers part or entire rights and obligations to the third
      party without the written permission of the other
  party.

            


    

    
      	 	 
	
              9.3

            	
              The
      settlement, clearing up and disputes resolving articles still take effect
      after terminating the contract.

            


    

    
      	 	 
	
              9.4

            	
              The
      party who terminates the contract shall bear the obligations to notify the
      other party.

            


    

    
      	 	 
	
              10.

            	
              Responsibility
      for breach the contract

            


    

    
      	 	 
	
              10.1

            	
              Both
      parties shall negotiate if the oil product delivered by Party B cannot
      comply with the regulations of the
contract.

            


    

    
      	 	 
	
              10.2

            	
              If
      there are other breaching situations, the breaching party shall compensate
      the loss to the other party. Both parties shall bear the relevant
      responsibilities respectively if it is caused by their
    faults.

            


    

    
      	 	 
	
              10.3

            	
              Party
      A shall pay 1%’s liquidated damages of the delayed payment for Party B if
      Party A doesn’t pay by the regulated
terms.

            


    

    
      	 	 
	
              11.

            	
              Force
      majeure

            


    

    
      	 	 
	
              11.1

            	
              The
      party affected by the force majeure or either party shall not be held
      responsibilities for failure to perform all or any part of the contract
      due to fire, earthquake, typhoon and flood or any other unpredictable,
      inevitable and insurmountable events. However, the party affected by the
      force majeure shall inform the other party within 48 hours after
      occurrence, and provide the effective certification document to the other
      party within three days thereafter.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              The
      party affected by the force majeure or either party has obligations to
      adopt measures to minimize the loss caused by force
    majeure.

            


    

    
      	 	 
	
              12.

            	
              Disputes
      resolving

            
	 	 


    

    Both
parties shall negotiate to resolve the disputes, and it shall lodge a complaint
to the local People’s Court of Party if it fails to negotiate.

    
      	 	 
	
              13.

            	
              Effect
      and others

            


    

    
      	 	 
	
              13.1

            	
              The
      contract will take effect after signing and sealing or signing and sealing
      by fax.

            


    

    
      	 	 
	
              13.2

            	
              Both
      parties hereto may supplement through negotiation matters not mentioned
      herein.

            


    

    
      	 	 
	
              13.3

            	
              The
      attachment and supplemental agreement are the parts of the contract, which
      have the same legal effect with the contract. If the content of the
      attachment is different from the contract, it shall regard the contract as
      the standard. If the supplemental agreement is different from the
      contract, it shall regard the supplemental agreement as the
      standard.

            


    

    
      	 	 
	
              13.4

            	
              The
      contract is in duplicate with each party holding one (the fax of the
      document is effective).

            


    

    
      	 	 
	
              14.

            	
              Expiry
      date: From Nov. 1, 2007 to Dec. 31,
2008.

            


    

     

    Party
A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd.

    


    Legal
representative or authorized representative: (Seal)

     

    Party
B (Seller): PetroChina Dalian Petrochemical Company

     

    Legal
representative or authorized representative: (Seal)