Exhibit 10.15


 


Exclusive Product
Supply Agreement


 


This
Agreement is made in Tianjin City of China by and between the following
parties:


 


Party
A: Tianjin Shanchuan Petroleum Chemical Engineering Co., Ltd.


 


Address:
Tianjin Dagang Oil Field Wutanxi


 


Party
B: Tianjin New Highland Science Development Co., Ltd.


 


Address:
No. 86 Anhe Road, Dagang Economic and Technological Development Zone,
Tianjin City


 


(Henceforth
“One Party” refers to either one of the parties concerned and “Both Parties”
refers to both Party A and Party B)


 


WHEREAS,


 


1
Party A is a limited liability company established in accordance with Chinese
laws and maintaining good standing, its major business involving the production
and sale of lube oil, non-freezing liquid, brake liquid, auto glass cleaning
agents, and auto polish wax.


 


2
Party B is a wholly foreign-invested enterprise established in accordance with
Chinese laws and maintaining good standing, its major business involving
technological services with regard to oil exploration technologies, extraction
technologies, drilling technologies, and pipeline engineering technologies.


 


3
Party A has produced Nano MD Filming Oil Displacing Agent A100 (“Product”) by
utilizing the patented technology of “single molecule bisquaternary ammonium
salt” (Patent Number: ZL99 1 00061.7 “MD-1 Patent”), and the Product is needed
by Party B for its business operation.


 


4
Party A agrees to supply the Product to Party B exclusively and Party B agrees
to accept Party A as the exclusive supplier of the Product, with the history of
Product supply dating back to November 2005.


 


THEREFORE,
with regard to the matter of exclusive Product supply, Both Parties through
friendly consultation hereby do agree as follows:


 


1
Product


 


1.1       The
Product under this Agreement is named Nano MD Filming Oil Displacing Agent
A100.


 


1.2       The
Product under this Agreement shall perform adequate thickening capability as
well as the capability to reduce the oil/water interfacial tension, shall form
MD film and transform the wettability of the oil reservoir minerals from
lipophilic to hydrophilic, thus allowing the raw oil


 


 


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to
be consistently peeled off the surface of the oil reservoir, which increases
the rate of raw oil extraction and meanwhile performs such functions as making
water instilling easier, sterilizing, cleansing wax, and decongestion.


 


1.3       The
Product under this Agreement shall maintain an oil-displacing rate of 10% or
higher, with simplicity of construction and low damage to strata. It shall
demonstrate such merits as relatively low investment, high efficiency, and
relatively long duration of effectiveness.


 


2                 Price
Rate and Payment


 


2.1       The
price of each batch of the Product under this Agreement shall be based in the
rate offered by Party A at the beginning of a given year; the actual payable
price and payment method and time/date shall be based in the specifications of
the order of each given batch.


 


3                 Supply
of Product


 


3.1       The
Product under this Agreement is supplied exclusively, which means Party A shall
not supply the Product under this Agreement to any individual or organization
except Party B or third parties designated by Party B.


 


3.2       Within
THIRTY (30) days prior to the start of each year, Party B shall send Party A
written inquires of pricing for the coming year, and Party A shall send Party B
written notifications of Product pricing for the year in question within FIVE
(5) days after receiving Party B’s written inquiries. Within FIVE
(5) days after Both Parties through negotiation agree on the base pricing
rates for the given year, Party B shall place the year’s order for Product
supply with Party A, which shall include, but is not limited to, the year’s
Product need plan that Party B develops according to prediction of the year’s
market situations, as well as its monthly plan of Product need. Party A shall
make written confirmation to Party B’s orders within THREE (3) days after
receiving them. The template of orders is appended in this Agreement as
supplementary document.


 


3.3       In
spite of the terms and conditions under Section 3.2, Party B has the right
to send Party A additional orders for Product in the event that actual
production process requires increased volume of Product. Under the condition
that the volume of Product on the additional orders does not exceed FIFTY
PERCENT (50%) of the original volume of Product ordered for the same period of
time, Party A shall supply the Product in the volume designated by Party B
before the deadline designated in Party B’s additional orders.


 


3.4       The
volume, price, and other specifics of the Product under the terms in Sections
3.2 and 3.3 shall be based in the orders confirmed by Both Parties.


 


3.5       Party
A shall deliver the Product to Party B before the deadlines designated in the orders
confirmed by Both Parties. Except in the cases of force majeure as described in
the terms


 


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under
Section 8.1 of this Agreement, Party A shall ship the total volume of
Product within FIFTEEN (15) days after issuing its confirmation of orders.


 


4                 Delivery
and Inspection of Product


 


4.1       The
Product under this Agreement shall be contained in barrels that are completely
sealed, have no leakage, and are made of special materials. Party A shall
ensure that the packing adopted for the Product shall guarantee its safe
delivery at the destination and the volume and performance of the Product shall
not be harmed due to packing defects.


 


4.2       The
Product under this Agreement shall be shipped via highway or be delivered to
Party B’s designated location by alternative means of transportation that is
required in Party B’s orders. Party A shall cover the costs of shipping of the
Product under this Agreement.


 


4.3       Party
B shall organize staff to spot-check the volume, surface wear and other
conditions of the Product within TWO (2) workdays after the delivery of
Product. If shortage of volume, packing wear, and/or other conditions is
detected, Party B shall send written notifications to Party A immediately or in
any event no later than TEN (10) days after the delivery of Product. If
the volume delivered accords with the orders and packing surfaces remain
intact, relevant inspection personnel from Party B shall issue certification of
passing initial inspection (“Initial Certification”) to Party A.


 


4.4       After
the Product passes initial inspection, Party B shall sample test the quality of
the Product. If the quality of the Product does not accord with this Agreement
and/or the specifications of orders, Party B has the right to request the given
batch of Product to be returned to Party A and to hold Party A accountable for
all the direct financial losses due to the noncompliance of the Product
delivered. If through sample testing the quality of Product complies with this
Agreement and specifications of the orders, relevant inspection personnel from
Party B shall issue certification of quality testing (“Quality Certification”).
Both Initial Certification and Quality Certification shall be counted as part
of the conditions under which Party B agree to make quarterly payment for the
Product to Party A.


 


4.5       In
spite of terms and conditions under Sections 4.3 and 4.4, if, after each batch
of Product is officially put to use in the production process, Party B detects
a given batch of Product not complying with this Agreement and specifications
of the orders, Party B has the right to issue request, within THIRTY (30) days
after detecting Product noncompliance, to Party A for replacing with qualified
Product, and has the right to hold Party A accountable for the direct financial
losses due to the noncompliance of Product delivered. Party B shall claim this
right for loss compensation no later than the expiration date of the Product’s
shelf life.


 


5                 Assurance
and Guarantee


 


5.1       Party
A herein irreversibly assure and guarantee:


 


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5.1.1                     Party
A is a limited liability company established in accordance with Chinese laws
and legal procedures and maintaining good standing, hence possessing the right
capacity and conduct capacity to enter this Agreement in its own name and to
execute the obligations under this Agreement.


 


5.1.2                     The
obligations Party A executes under the terms and conditions of this Agreement
do not violate the scope of business and regulations of bylaws of Party A.


 


5.1.3                     Party
A has legal qualifications to produce and/or sell the Product under this
Agreement, and has obtained all the approvals needed for producing or selling
and/or has fulfilled all the requirements of documentation, filing, and
registration as required by law.


 


5.1.4                     Party
A has not ever sold the Product under this Agreement to any individual or
organization except Party B or third parties designated by Party B, nor shall
it do so within the effective term of this Agreement.


 


5.1.5                     Party
A’s signing and executing of this Agreement does not breach or violate other
documents or commitments made by Party A prior to the signing of this
Agreement, or any verdicts or arbitrations that have legal binding to Party A.


 


5.1.6                     The
individual representing Party A in signing this Agreement has obtained
irreversible, legal, and total authorization from Party A; Party A guarantees
to present such authorization document to Party B prior to or at the time of
signing this Agreement, and this authorization document becomes part of this
Agreement’s appendix.


 


5.1.7                     The
patentee from Party B who has obtained the patent of MD-1 has the licenses to
produce the Product and such production as well as supply of the Product to
Party B under the terms and conditions of this Agreement shall violate the
patent or any other types of intellectual property rights of any third parties.
To its best knowledge, Party A is not aware of any situation or information
that such violation may exist.


 


5.2       Party
B herein irreversibly assure and guarantee:


 


5.2.1                     Party
B is a limited liability company established in accordance with Chinese laws
and legal procedures and maintaining good standing, hence possessing the right
capacity and conduct capacity to enter this Agreement in its own name and to
execute the obligations under this Agreement.


 


5.2.2                     The
obligations Party B executes under the terms and conditions of this Agreement
do not violate the scope of business and regulations of bylaws of Party B.


 


5.2.3                     Party
B’s signing and executing of this Agreement does not breach or violate other
documents or commitments made by Party B prior to the signing of this
Agreement, or any verdicts or arbitrations that have legal binding to Party A.


 


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5.2.4                     The
individual representing Party B in signing this Agreement has obtained
irreversible, legal, and total authorization from Party B; Party B guarantees
to present such authorization document to Party A prior to or at the time of
signing this Agreement, and this authorization document becomes part of this
Agreement’s appendix.


 


6                 Liability
for Breach of Agreement


 


6.1       Breach
of the Agreement is recognized as either One Party directly or indirectly
violates any terms of this Agreement or fails to fully and punctually execute
its obligations under this Agreement. The party who observes the terms of the
Agreement (“Non-breaching Party”) has the right to notify the party who
breaches the Agreement (“Breaching Party”) to request it to correct breaching
conducts and take sufficient, effective and timely measures to eliminate the
consequences of breach, and to compensate for the losses of the Non-breaching
Party due to the breaching conducts of the Breaching Party, including but not
limited to replacement with qualified Product, compensation for losses, and
stopping supply of Product to other parties, and, in the case of Party B
breaching the Agreement, payment of deposit interests for overdue payment .


 


6.2       Except
for the cases of force majeure according to the terms of Section 8.1, if
Party A fails to deliver the Product within the deadlines set forth in
Section 3.5, it shall pay breach penalty for each delayed day at the rate
of 0.03% of the total prices of the batch of Product in question. If, according
to the terms under Sections 4.3, 4.4, and 4.5, the Product delivered by Party A
proves to be nonconforming to the Agreement and specifications of the orders,
Party B has the right to claim compensation by Party A for all the direct financial
losses due to the nonconforming of Product delivered.


 


6.3       If
Party B fails to make payments to Party A within the deadlines set forth in
Section 2.1 of this Agreement, or within the time limits set forth by Both
Parties in the orders, Party B shall pay late payment interest to Party A for
each day after the deadline of payment due, at the rate of 0.03% of the payable
prices, with the exception that payment delay is due to the delay of Product
delivery and/or disqualification of Product delivered.


 


6.4       The
rights and remedies set forth in this Agreement are additive, without ruling
out other rights and/or remedies pursuant to relevant legal regulations.


 


6.5       Renouncement
of the entitlement to breach remedies shall only be validated in written form
by the involved Non-breaching Party under this Agreement. The fact that the
Non-Breaching Party fails or delays in claiming its rights or remedies does not
constitute its renouncement of its entitlement to rights and/or remedies.  The Non-breaching Party’s partial fulfillment
of rights and/or remedy claims also shall not affect its entitlements to other
rights and/or remedies.


 


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7                 Notification
and Delivery


 


7.1       Any
notifications and other communications related to this Agreement shall be
delivered in written form to the following addresses or alternative addresses
specified in written form:


 


Party
A: Tianjin Shanchuan Petroleum Chemical Engineering Co., Ltd.


 


Address:
Tianjin Dagang Oil Field Wu-Tan-Xi


 


Party
B: Tianjin New Highland Science Development Co., Ltd.


 


Address:
No. 86 Anhe Road, Dagang Economic and Technological Development Zone,
Tianjin City


 


7.2       Notifications
or other communications shall be deemed to have been fully delivered if hand
delivered. Notifications or other communications sent via mail shall be deemed
to have been fully delivered FORTY-EIGHT (48) hours after mailing.
Notifications or other communications sent by facsimile shall be deemed to have
been fully delivered at the time of transmission. Notifications or other
communications sent via telegraph shall be deemed to have been fully delivered
TWENTY-FOUR (24) hours after sending. The aforementioned terms are not
applicable where this Agreement contains alternative terms.


 


8                 Force
Majeure


 


8.1       If
any One Party is unable to execute its obligations under this Agreement due to
events of force majeure, the time period allowed for it to execute the
obligations under this Agreement shall be extended by the equivalent of the
time period the consequences of the force majeure persist. For the purpose of
this Agreement, force majeure is defined as events or situations that are
beyond the reasonable control of any One Party (“Impacted Party”) or are
unavoidable in spite of the hard work and reasonable endeavors of the Impacted
Party, including but not limited to situations that involve wars, fire
disasters, floods, typhoons, and earthquakes.


 


8.2       The
Impacted Party shall bear the burden of proof for the delay in executing its
obligations under the terms of this Agreement due to force majeure.


 


8.3       As
pursuant to Section 7.1, the Impacted Party shall notify the other party
via telegraph, wire, or fax as soon as possible after the occurrence of force
majeure, and shall send evidences signed by relevant authoritative bodies, as
proofs to the other party via registered airmail within FORURTEEN (14) days
after the occurrence of force majeure. During the time period when force
majeure persists, the Impacted Party shall periodically send the other party
additional written notifications about any of its changes, development, or
other relevant information, and immediately notify the party of the ceasing of
force majeure.


 


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8.4       If
the consequences of force majeure last more than 180 days, the party not
impacted by it has the right to terminate the Agreement.


 


9                 Term,
Change, and Termination


 


9.1       The
effective term of this Agreement is FIVE (5) years, starting from the date
it is caused into effect.


 


9.2       Both
Parties agree to negotiate, if need be or relevant laws, regulations, and/or
other conditions under this Agreement change, about any changes to be made to
the Agreement.


 


9.3       Any
changes made to this Agreement shall be signed by and between Both Parties in
written form; otherwise, any changes made to this Agreement shall have no legal
binding to Both Parties.


 


9.4       If
any of the following situations happens to One Party, the other party has the
right to terminate the Agreement via written notification, which shall become effective
as of the issue date:


 


1)             If
One Party breaches the Agreement and fails to make correction or to take
sufficient, effective, and timely measures to eliminate the consequences of
breach within THIRTY (30) days after the delivery of the Non-breaching Party’s
written notification, and if meanwhile the Breaching Party has compensated for
the losses of the Non-Breaching Party due to the breaching conduct of the
Breaching Party.


2)             One
Party files bankruptcy or is involved in the procedures of liquidation.


3)             This
Agreement cannot be continuously executed because it does not accord with the
national laws, regulations, or policies.


 


9.5       Termination
of this Agreement prior to the original expiration date shall not impact the
rights and obligations already set forth prior the date of its early
termination.


 


10          Legal
Applicability and Resolution of Disputes


 


10.1   Chinese laws are applicable for the making,
executing, and interpretation of this Agreement.


 


10.2               Any disputes
caused by or related to this Agreement shall be resolved through Both Parties’
negotiation. If they cannot be resolved through negotiation, either Party has
the right to appeal to the People’s Court of Law at the location of
jurisdiction.


 


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11          Miscellaneous


 


11.1                                        This
Agreement enters into effect with the signatures of Both Parties’
representatives and the stamping of respective official seals; all the appended
documents are integral and indispensable part of this Agreement.


 


11.2                                        If any
terms under this Agreement are deemed to be invalid or in-executable in
accordance with applicable laws, the existence of such invalid and/or
in-executable terms shall not affect the validity and executability of other
terms under this Agreement.


 


11.3                                        Without
the other party’s consent, any One Party shall not transfer all or part of its
rights and/or obligations under the terms of this Agreement to any other
persons or authorize any other persons to execute the rights and/or
obligations.


 


11.4                                        This
Agreement is signed in TWO (2) exemplars, with each One Party holding ONE
(1) copy; both shall have the same legal binding force. With regard to
matters not mentioned in this Agreement, Both Parties may make additional
agreements in written form, which shall become the integral part of this
Agreement and have the same binding force.


 


(The below part of the page is
intentionally voided.)


 


IN
WITNESS WHEREOF, authorized representatives from Both Parties have made this
Agreement on the date indicated at the beginning of this document:


 


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Party A:     Tianjin Shanchuan Petroleum Chemical Engineering
Co., Ltd.


 


(Seal)


 


	
  /s/ Zhang Guiying

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Representative)

  	
   

  
	
   

  	
   

  
	
  Name: Zhang Guiying

  	
   

  



 


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Party B:     Tianjin New Highland Science Development Co., Ltd.


 


(Seal)


 


	
  /s/ Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Representative)

  	
   

  
	
   

  	
   

  
	
  Name: Xin Guoqiang

  	
   

  



 


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