Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

       

      After-sale
Services Agreement

      
 

      Part
A:AMPO S.
Coop Poyam Valves

      
 

      Part
B:PETROCHEMICAL
ENGINEERING LIMITED

      
 

      Date:June 17, 2009

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      Part
A:AMPO S.
Coop Poyam Valves(hereinafter referred to
AMPO)

      Part
B:PETROCHEMICAL ENGINEERING
LIMITED (hereinafter referred to PEL)

      


      AMPO and PEL are intended to
open up the market together, and do good after-sale services work of AMPO valves
in China, so AMPO appoints PEL as the after-sale services center for Chinese
market. PEL should staffed with qualified engineers and provide a good
after-sale services to ensure the quality of using AMPO products in China. This
agreement which is about the after-sale services of AMPO valve in China is made
by and between AMPO and PEL, and reach the following agreement:

      


      First-
Responsibilities and rights of POYAM

       

      
        	
                 
      

              	
                1.

              	
                Give
      after-sale services task to PEL.

              


      

      
        	
                 
      

              	
                2.

              	
                Check
      the quality of the after-sale services from
PEL.

              


      

      
        	
                 
      

              	
                3.

              	
                Actively
      cooperate with PEL to carry out maintenance
  work.

              


      

      
        	
                 
      

              	
                4.

              	
                AMPO
      is responsible for training maintenance technicians for
    PEL.

              


      

      
        	
                 
      

              	
                5.

              	
                AMPO
      should provide maintenance technical information to PEL, but for the
      correct fulfillment of this duty, PEL must within a reasonable notice and
      accurately inform AMPO about the concrete information or technical support
      needed.

              


      

      
        	
                 
      

              	
                6.

              	
                AMPO
      should provide required spare parts to PEL in a reasonable term after
      receiving the order from PEL. .

              


      

      
        	
                 
      

              	
                7.

              	
                AMPO
      will invoice the customer (excepting when there is a guarantee or quality
      issue) and PEL will invoice AMPO.

              


      

      


      Second-
The responsibilities and rights of PEL

       

      
        	
                 
      

              	
                1.

              	
                PEL
      will set up after-sale services institution of AMPO valves, and assign
      person who is in charge of after-sale services work and full-time
      after-sale services staff. PEL will consign Beijing Bada Zhaoquan
      Technology & Trade Co., Ltd. to arrange professional maintenance
      personnel. PEL undertakes to defend, hold harmless and indemnify AMPO
      against any claims brought against AMPO which are directly or indirectly
      attributable to Beijing Bada Zhaoquan Technology & Trade Co., Ltd’s
      failure to fulfill its obligations.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      
        	
                 
      

              	
                2.

              	
                PEL
      will review and deliver the drawing and completion information of AMPO
      valves. Drawings and documents provided by AMPO to PEL shall remain the
      exclusive ownership of AMPO and shall be returned at AMPO’s request or at
      the termination of this agreement.

              


      

      
        	
                 
      

              	
                3.

              	
                PEL
      can provide spare parts of AMPO valves to China
  market.

              


      

      
        	
                 
      

              	
                4.

              	
                PEL
      will provide after-sale services to AMPO valves in mainland China,
      including the third party and valves that AMPO sold to mainland China. PEL
      will not have any commercial right over the Purchase Orders caught through
      other agents. PEL will only have commercial benefit over Field Engineering
      Service contracts. AMPO will quote PEL’s prices increased with AMPO’s
      commission.

              


      

      
        	
                 
      

              	
                5.

              	
                PEL
      is not allowed to perform post-sales services for any company that is a
      direct o indirect AMPO’s competitor in the territory where PEL performs
      post-sales services for AMPO.

              


      

      
        	
                 
      

              	
                6.

              	
                If
      there is major break down or accident, PEL should notice AMPO as soon as
      possible, and help AMPO to carry out an investigation and technical
      evaluation.

              


      

      
        	
                 
      

              	
                7.

              	
                PEL
      should give after-sale services reports to AMPO every 2 months and in any
      case when AMPO so requests.

              


      

      
        	
                 
      

              	
                8.

              	
                PEL
      shall answer directly for all claims brought by users as well as to AMPO
      for the non-fulfillment or defective fulfillment of the obligations
      deriving from this Agreement. PEL shall hold harmless and indemnify AMPO
      for all the damages incurred by the latter but which are attributable to
      PEL’s negligence or non-fulfillment of its contractual obligations of any
      kind.

              


      

      


      Third-
Valves’ Warranty period

       

      AMPO
shall provide a warranty on the valves. The warranty period shall be established
on a case-by-case basis, depending on the project and the
contracts.

      Furthermore,
PEL shall warrant the repairs made on the valves to consumers for a period of 6
months, since the repair within new repairs, if any, shall be made at no cost
for AMPO.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

       

      Fourth-
Charges of field service

       

      
        	
                 
      

              	
                1.

              	
                Since
      the date of sale about AMPO valves, we will maintain valves free of charge
      owing to quality problems in product warranty. AMPO will afford related
      costs, and the charges of PEL as
follows:

              


      

       

      
        
          
            	
                    Area coverage

                    (Distance from

                    Beijing)

                  	 
      	
                    Travel charge

                    (RMB/times/person)

                  	 
      	
                    Fees for

                    accommodation and

                    dinner

                    (RMB/day/person)

                  	 
      	
                    Fees for field service

                    within 8 working

                    hours

                    (RMB/hour/person)

                  	 
      	
                    Fees for

                    spare parts(RMB)

                  	 
      	
                    Remarks

                  
	
                    500km

                  	 
      	
                    1000.00

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    Out
      of 8 working hours,

                  
	
                    1000km

                  	 
      	
                    3000.00

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    small
      holiday (1st May)

                  
	
                    1000-2000km

                  	 
      	
                    5000.00

                  	 
      	 
      	 
      	 
      	 
      	
                    Provided

                  	 
      	
                    and
      weekend:
      300.00

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    by

                  	 
      	
                    yuan/hour/person

                  
	 
      	 
      	 
      	 
      	
                    500.00

                  	 
      	
                    200.00

                  	 
      	
                    POYAM,

                  	 
      	
                    National
      holidays

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    and
      free

                  	 
      	
                    (October
      1-October 7

                  
	
                    >2000km

                  	
                      

                  	
                    7000.00

                  	 
      	 
      	 
      	 
      	 
      	
                    of
      Charge  

                  	 
      	
                    and
      1 week in

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    February):
       

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    600.00yuan/hour/person

                  


          

        

      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                2.

              	
                Products’
      errors and incident owing to self reasons and force majeure of users
      during warranty period, users should pay related
  costs:

              


      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      
        	
                Area coverage

                (Distance from

                Beijing)

              	 
      	
                Travel charge

                (RMB/times/person)

              	 
      	
                Fees for

                accommodation and

                dinner

                (RMB/day/person)

              	 
      	
                Fees for field service

                within 8 working

                hours

                (RMB/hour/person)

              	 
      	
                Fees for

                spare parts(RMB)

              	 
      	
                Remarks

              
	
                500km

              	 
      	
                1000.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Out
      of 8 working hours,

              
	
                1000km

              	 
      	
                3000.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                small
      holiday (1st May)

              
	
                1000-2000km

              	 
      	
                5000.00

              	 
      	 
      	 
      	 
      	 
      	
                Provided

              	 
      	
                and
      weekend:
      300.00

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                by

              	 
      	
                yuan/hour/person

              
	 
      	 
      	 
      	 
      	
                500.00

              	 
      	
                200.00

              	 
      	
                POYAM,

              	 
      	
                National
      holidays

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                and
      free

              	 
      	
                (October
      1-October 7

              
	
                >2000km

              	
                  

              	
                7000.00

              	 
      	 
      	 
      	 
      	 
      	
                of
      Charge  

              	 
      	
                and
      1 week in

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                February):
       

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                600.00yuan/hour/person

              


      

       

      
        	
                 
      

              	
                3.

              	
                Out
      of warranty period, users should pay related
  costs:

              


      

       

      
        	
                Area coverage

                (Distance from

                Beijing)

              	 
      	
                Travel charge

                (RMB/times/person)

              	 
      	
                Fees for

                accommodation and

                dinner

                (RMB/day/person)

              	 
      	
                Fees for field service

                within 8 working

                hours

                (RMB/hour/person)

              	 
      	
                Fees for

                spare parts(RMB)

              	 
      	
                Remarks

              
	
                500km

              	 
      	
                1000.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Out
      of 8 working hours,

              
	
                1000km

              	 
      	
                3000.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                small
      holiday (1st May)

              
	
                1000-2000km

              	 
      	
                5000.00

              	 
      	 
      	 
      	 
      	 
      	
                Provided

              	 
      	
                and
      weekend:
      300.00

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                by

              	 
      	
                yuan/hour/person

              
	 
      	 
      	 
      	 
      	
                500.00

              	 
      	
                200.00

              	 
      	
                POYAM,

              	 
      	
                National
      holidays

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                and
      free

              	 
      	
                (October
      1-October 7

              
	
                >2000km

              	
                  

              	
                7000.00

              	 
      	 
      	 
      	 
      	 
      	
                of
      Charge  

              	 
      	
                and
      1 week in

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                February):
       

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                600.00yuan/hour/person

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      
        	
                 
      

              	
                4.

              	
                Notwithstanding
      the above, prices to be charged to customers shall be able to be
      negotiated by AMPO with its
customers.

              


      

      


      Fifth-
Service requirements

       

      
        	
                 
      

              	
                1.

              	
                After
      receiving notification from users, Service personals of PEL should submit
      an application to AMPO as soon as
possible.

              


      

      
        	
                 
      

              	
                2.

              	
                Before
      executing any mobilization, the customer will place an order for AMPO
      (even with zero price). PEL will assist the customer after receiving
      AMPO’s confirmation.

              


      

      
        	
                 
      

              	
                3.

              	
                PEL
      will inform AMPO about all the field engineering service negotiations with
      customers.

              


      

      
        	
                 
      

              	
                4.

              	
                After
      AMPO’s permitting, PEL will do the field service, and respond to customer
      within 24 hours. In addition, there is special 24 hours service
      hotline.

              


      

      
        	
                 
      

              	
                5.

              	
                AMPO
      will invoice the customer (excepting when there is a guarantee or quality
      issue) and PEL will invoice AMPO.

              


      

      
        	
                 
      

              	
                6.

              	
                PEL
      will send to AMPO service reports in AMPO’s format and timesheets every 2
      months or in any case at AMPO’s request. Both documents must be signed by
      the customer.

              


      

      
        	
                 
      

              	
                7.

              	
                Payment
      terms. In quality issues: Payment will be accepted after report has been
      received. In invoiced services, 50% of the payment will be done after
      report has been received and the rest once payment from customer is
      received.

              


      

      


      Sixth-
Provision and price of products maintenance accessories

       

      
        	
                 
      

              	
                1.

              	
                Warranty
      period: AMPO provide spare parts to PEL and users timely and free of
      charge, provided that the defects or breakdowns are due to manufacture
      defects.

              


      

      
        	
                 
      

              	
                2.

              	
                Out
      of warranty period: AMPO will provide favorable maintenance accessories to
      PEL timely.

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      
        Seventh-
Duration and Termination of this Agreement

      

      


      
        This
Agreement shall have a duration of 2 years since the date of
signature.

      

      
        The
Agreement may be terminated:

      

      


      
        	
                 
      

              	
                1.

              	
                For
      the expiration of the term set forth
above.

              


      

      
        	
                 
      

              	
                2.

              	
                For
      any of the parties, communicated in writing within a 3 months
      notice.

              


      

      
        	
                 
      

              	
                3.

              	
                If
      any of the parties breaches its contractual
  obligations.

              


      

      
        	
                 
      

              	
                4.

              	
                -If
      post-sales services are performed by PEL in such a way that negative
      affects to AMPO’s image and prestige in
China.

              


      

      
        	
                 
      

              	
                5.

              	
                If
      AMPO receives numerous and relevant complaints from its clients concerning
      to the post-sales service.

              


      

      
        	
                 
      

              	
                6.

              	
                By
      mutual agreement of the parties.

              


      

      


      At
termination, for any reason mentioned in section seventh, both parties shall
amicably settle how to proceed in relation to pending obligations. The
non-breaching-party shall be entitled to claim damages, if any.

      


      
        Ninth-
Confidentiality

         

      

      PEL
agrees to keep strict confidentiality in relation with the technical information
provided by AMPO in connection with this agreement. Parties shall enter into a
confidentiality agreement that shall be an integral part of this
Agreement.

      


      Tenth-
Nature of this Agreement

      


      This
agreement it’s a commercial agreement. In no case this Agreement constitutes or
creates a labour relationship between the parties.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

      


      
        Eleventh-
Offsetting

      

      


      AMPO is
entitled to offset, adjust or deduct any amount owed to PEL with any amounts
that PEL owes to AMPO for damages, costs or any other whatsoever.

      


      
        Twelfth-
Resolution of Conflicts

      

      


      All
disputes that arising from or in connection with this Agreement and that cannot
be settled amicably between the parties, shall be definitely submitted to the
International Chamber of commerce (ICC) for arbitration which shall be conducted
in accordance with the arbitration rules of the ICC in effect at the time of
applying for arbitration. The arbitral award shall be final and binding between
the parties. The place of arbitration shall be Paris. The language of
arbitration shall be English.

      


      The law
applicable to this agreement shall be Spanish law.

      


      Eleventh-
Miscellaneous

       

      
        	
                 
      

              	
                1.

              	
                The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision in the
  Agreement.

              


      

      
        	
                 
      

              	
                2.

              	
                No
      party shall not, without the prior written approval of the other party,
      assign its rights or obligations under this
  Agreement

              


      

      
        	
                 
      

              	
                3.

              	
                This
      Agreement constitutes the entire agreement between the parties and
      supersedes all proposals, previous negotiations and previous agreements
      concerning the subject matter. Any amendment or modifications may only be
      made in writing and must be signed by both
  parties.

              


      

      
        	
                 
      

              	
                4.

              	
                This
      agreement duplicates each in Chinese and English, and both part A and part
      B will hold one original agreement. This agreement will be effectiveness
      since the date of signature and seal of two parts. This agreement is
      effective one year since the signing date. We will sign other agreement
      after expiration.

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                Petrochemical Engineering
      Limited

              	
                After-Sale Services
    Agreement

              


      

       

      
        
          	
                  Part
      A:AMPO
      S. Coop Poyam Valves

                	 
      	
                  Part
      B:Petrochemical
      Engineering Limited

                
	 
      	 
      	 
      
	
                  Representative
      signature:_________________

                	 
      	
                  Representative
      signature:___________________

                
	 
      	 
      	 
      
	
                  Place:__________________________

                	 
      	
                  Place:________________________

                
	 
      	 
      	 
      
	
                  Date:__________________________

                	 
      	
                  Date:_________________________

                


        

      

       

      
        
           

        

        
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