Exhibit
10.9


 


Cooperation
Agreement


 


Party A: Tianjin New Highland Science &
Technology Development Co., Ltd.


 


Party B: Hebei Daofu Petroleum Exploration Technology
Development Co.. Ltd.


 


Party A and Party B as mentioned above sometimes
hereinafter referred to collectively as “Parties” or individually as a “Party”


 


According to the
“Contract Law of the People’s Republic of China” as well as other relevant laws
and regulations, on the basis of equality and volition, the Parties agree to
reach the following agreement with regards to the production, business
management and technical services for District Four & Six of Dagang
Oilfield Block Two:


 


Article 1  The production and business management rights
concerning the technical service project in District Four &.Six of
Dagang Oilfield Bock Two shall be transferred to Party B by Party A. Party B
shall have the rights and obligations which were granted to Party A under the
terms of the Technical Service Agreement signed between Party A and The First
Oil Recovery Plant of CNPC Dagang Oilfield Company on January 1, 2006. See
Appendix A.


 

















 


Article 2   Any asset(s) in which Tianjin Dagang
Shengkang Petroleum Technology Development Co.,Ltd. had made investments shall
be under the control of Party B. Party B shall consult with Tianjin Dagang
Shengkang Petroleum Technology Development Co.,Ltd. with regards to the
aforementioned asset(s).


 


Article 3  Execution Term


 


From October 1st, 2009 to December 31st,
2010, for a total of fifteen (15) months.


 


Article 4  Party A’s Rights and Obligation


 


4.1 Party A’s Rights


 


Party A has the right to
supervise the performance of technical services provided by Party B and to
collect fees for providing technical support according to the terms of the
agreement. If Party B violates the Cooperation Agreement for any reason, Party
A shall have the right to terminate this Contract.


 


4.2 Part A ‘s
Obligations


 


Party A shall Provide
Party B with technical support for MD film oil displacement, and assist Party B
in purchasing the MD film solution.


 

















 


Article 5  Party B’s Rights and Obligation


 


5.1 Party B’s Rights


 


Party B shall enjoy the
rights granted to Party A under the terms of the Technical Service Contract
listed under Appendix A.


 


5.2 Party B’s Obligations


 


5.2.1 Party B shall
perform all obligations granted to Party A covered by Appendix A, including
meeting production targets, meeting work site and environmental safety
requirements, and to be responsible for all expenses arising from the purchase
of MD film chemicals.


 


5.2.2 Party B shall pay
RMB 69 million to Party A as technical support fees. The above payment will be
made in installments. Party B shall pay Party A RMB four million six hundred
thousand (¥4,600,000.00) at the end of each calendar month. The aforementioned
fees will be fully paid upon the expiration of this Agreement.


 


5.2.3 Party B is subject to the supervision and technical support of
Party A during the execution of this Contract. Party B shall pay


 

















 


Party A the relevant fees arising from the technical services provided by
Party A.


 


Article 6  Both Parties
shall keep all commercial information involving the other Party confidential.
The confidentiality requirements shall remain in effect after the expiration of
the Contract.


 


Article 7  Appendix A is an
integral part of this Agreement, and has legal force equal with that of this
Agreement.


 


Article 8  The Agreement
enters into effect once it is signed and affixed with seals by both Parties.


 


Article 9  This Agreement
shall be held in two originals of the same form. Each party shall preserve one
original with equal legal effect.


 


Date of Exeuction: 
September 30, 2009


 

















 


Party A (Seal): Tianjin New Highland
Science and Technology Development Co.,Ltd.


 


 


	
  /s/ Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized
  Representative)

  	
   

  
	
   

  	
   

  
	
  Name: Xin Guoqiang

  	
   

  



 

















 


Party B (Seal): Hebei Daofu Petroleum
Exploration Technology Development Co.,Ltd.


 


 


	
  /s/ Yan Peiju

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized
  Representative)

  	
   

  
	
   

  	
   

  
	
  Name: Yan Peiju