Exhibit
10.4


 


Technological Services Agreement


 


Transfer Contract


 


	
  Transferor:

  	
  Tianjin New Highland Science Development
  Co., Ltd.

  	
  (“Party A”)

  
	
   

  	
   

  	
   

  
	
  Transferee:

  	
  Hebei Daofu Oil Exploration Technology
  Development Co., Ltd.

  	
  (“Party B”)

  



 


WHEREAS,


 


Party A entered into with PetroChina Huabei
Oilfield Company (“Huabei Oilfield”) a Technology Service Agreement (Contract
No.: HBYT-CY1-2008-JS-147) dated as of July 17, 2008, pursuant to which
Party A shall utilize the nano MD film and related technologies to provide oil
output enhancement technology services for 49 oilwells and 15 waterwells on
Block 120 of Huabei Oilfield,


 


NOW, THEREFORE, Party A and Party B hereby enter
into the present agreement for the transfer of the Technology Service Agreement
whereby all of Party A’s rights and obligations under said Technology Service
Agreement shall be transferred to Party B; and such transfer has obtained
consent from Huabei Oilfield.


 


Article 1     Party
A agrees to transfer, for fee, all of its rights and obligations under the
Technology Service Agreement to Party B, to the effect that Party B shall enjoy
such rights and perform such obligations as a party to such agreement.


 


Article 2     Party
B agrees to accept the rights and obligations of Party A under the Technology
Service Agreement and to comply, in common with Huabei Oilfield, with all of
the provisions of such agreement as a party thereto.


 


Article 3     All
of the provisions of the Technology Service Agreement and all agreements set
forth therein shall remain unchanged. Party B undertakes to continue to perform
the Technology Service Agreement.


 


Article 4     Transfer
Price and Payment Time


 


4.1               The
total price for the transfer by Party A of the Technology Service
Agreement  to Party B shall be RMB Twenty
Five Million Seven Hundred and Twenty Five Thousand (RMB 25.725 million). Party
B shall on a monthly basis pay to Party A a transfer price payment in the
amount of RMB 1.225 million.


 


4.2  Payment
Time. The transfer price shall be settled on a monthly basis A and shall be
paid up within 90 days.


 


4.3  Party A
and Party B shall within 30 days of the date hereof establish a jointly-managed
account. Party B warrants that the service fee paid by Huabei Oilfield to Party
B will be transferred into such joint funds management account of Party A and
Party B. Utilization of funds from such account shall be subject to approval
and sealing by both Party A and Party B; and Funds from such jointly-managed
account shall be paid to Party A on a priority basis.


 

















 


Article 5     The
accounts receivable and accounts payable arising between Party A and Huabei
Oilfield by March 31, 2010 shall continue to be settled by and between
Party A and Huabei Oilfield.


 


Article 6     Party
A and Party B both covenant and warrant that the arrangement respecting the transfer
and acceptance of the rights and obligations under the Technology Service
Agreement has received from each of them effective and full approvals and
authorizations and that their respective authorized representatives have each obtained
authorizations necessary for the execution of this Contract.


 


Article 7     Upon
effectiveness of this Contract, Party B and Huabei Oilfield may at any time
consult each other on matters related to the nano MD film technology service
project so as to facilitate the concrete implementation of the Technology
Service Agreement.


 


Article 8     Party
A and Party B shall each maintain in confidence the business information of the
other party and such confidentiality obligation shall survive the full
performance of this Contract.


 


Article 9     Any
dispute arising out of this Contract shall be resolved by the parties through
consultations, failing which, by a proceeding to be brought before the people’s
court of the place of the other party.


 


Article 10 
This Contact shall become effective as from April 1, 2010 and shall
terminate as of the expiry of the term set out in the Technology Service
Agreement.


 


Article 11 
The Technology Service Agreement dated July 17, 2008 by and between
Party A and Huabei Oilfield is a schedule hereto. Any schedule hereto is an
integral part of this Contract and shall have the same force and effect as this
Contract.


 


Article 12 This Agreement shall be made in
four copies and Party A and Party B shall each hold two copies. All of the
copies are equally valid.


 

















 


Party
A: Tianjin New Highland Science and
Technology Development Company, Limited


 


 


	
  /s/ Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Xin Guoqiang

  	
   

  



 

















 


Party B: Hebei Daofu Oil Exploration Technology
Development Co., Ltd.


 


 


	
  /s/ Yan Peiju

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:Yan Peiju

  	
   

  
	
   

  	
   

  
	
  Date of Execution: April 1, 2010

  	
  Place of Execution: Tanggu, Tianjin