INTERNATIONAL
DISTRIBUTOR AGREEMENT

     

    BETWEEN

     

    DELTA
VALVE,

    A
DIVISION OF CURTISS-WRIGHT FLOW CONTROL

    CORPORATION

     

    AND

     

    PetroChemical
Engineering Limited


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          	
                  1.

                	
                  APPOINTMENT
      OF DISTRIBUTOR

                	
                  1

                
	
                  2.

                	
                  TERM
      OF AGREEMENT

                	
                  1

                
	
                  3.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF DISTRIBUTOR

                	
                  2

                
	
                  4.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF COMPANY

                	
                  4

                
	
                  5.

                	
                  DISTRIBUTOR’S
      RESPONSIBILITY

                	
                  4

                
	
                  6.

                	
                  DISTRIBUTION
      RIGHTS FOR PRODUCTS

                	
                  5

                
	
                  7.

                	
                  COMPANY
      ACCEPTANCE AND TERMS OF SALE

                	
                  5

                
	
                  8.

                	
                  EXTENDED
      WARRANTY

                	
                  6

                
	
                  9.

                	
                  RETURNS
      UNDER WARRANTY

                	
                  7

                
	
                  10.

                	
                  ULTIMATE
      DESTINATION

                	
                  7

                
	
                  11.

                	
                  CONFLICT
      OF INTEREST

                	
                  7

                
	
                  12.

                	
                  LIMITATION
      OF LIABILITY

                	
                  8

                
	
                  13.

                	
                  LEGALITY
      OF PA Y M ENTS

                	
                  8

                
	
                  14.

                	
                  ASSIGNMENT

                	
                  8

                
	
                  15.

                	
                  NON-DISCLOSURE
      OF PROPRIETARY OR CONFIDENTIAL INFORMATION

                	
                  8

                
	
                  16.

                	
                  TERMINATION

                	
                  9

                
	
                  17.

                	
                  FULL
      DISCLOSURE

                	
                  11

                
	
                  18.

                	
                  INDEPENDENT
      CONTRACTOR

                	
                  11

                
	
                  19.

                	
                  RIGHT
      OF SET-OFF

                	
                  11

                
	
                  20.

                	
                  CHOICE
      OF LAW

                	
                  11

                
	
                  21.

                	
                  RECORDS

                	
                  11

                
	
                  22.

                	
                  COOPERATION

                	
                  11

                
	
                  23.

                	
                  NON-WAIVER
      OF BREACH

                	
                  12

                
	
                  24.

                	
                  SEVERABILITY;
      PARTIAL INVALIDITY

                	
                  12

                
	
                  25.

                	
                  DISPUTES

                	
                  12

                
	
                  26.

                	
                  NOTICE
      AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

                	
                  12

                
	
                  27.

                	
                  INDEMNIFICATION

                	
                  12

                
	
                  28.

                	
                  NOTICE

                	
                  13

                
	
                  29.

                	
                  INCORPORATION
      BY REVERENCE

                	
                  13

                
	
                  30.

                	
                  INTEGRATION

                	
                  13

                
	
                  31.

                	
                  COMPANY
      TRADEMARKS AND TRADE NAME

                	
                  14

                
	
                  32.

                	
                  FORCE
      MAJEURE

                	
                  14

                
	
                  33.

                	
                  COMPANY
      CONTACT

                	
                  14

                


        

      

    


    
      
         


      

      
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    INTERNATIONAL
DISTRIBUTOR AGREEMENT

     

    This
Agreement by and between Curtiss-Wright Flow Control Corporation, a corporation
organized and existing under the laws of the State of Delaware, United States of
America, acting through its DeltaValve Division (hereinafter called “Company”),
with offices at 857 W. South Jordan Pkwy, Suite 100, South Jordan, Utah 84095
and PetroChemical Engineering Limited (hereinafter called “Distributor”),
organized and existing under the laws of the Hong Kong, with offices at Room
B,13/F, Sun Ying Industrial Centre, 2-9 Tin Wan Close, Tin Wan, Hong
Kong.

     

    WHEREAS,
Distributor has confirmed to Company that it has the expertise to market,
promote, and sell Company’s Products in China (hereinafter called “Market
Area”).

     

    WHEREAS,
Company desires to retain Distributor to provide such marketing. promoting, and
selling of Products in the Market Area, and Distributor desires to offer Company
such service.

     

    NOW,
THEREFORE, in consideration of the promises and mutual obligations hereinafter
set forth the parties hereto agree as follows:

     

    
      	
              1.

            	
              APPOINTMENT
      OF DISTRIBUTOR

            


    

     

    
      	
               
      

            	
              A.

            	
              Subject
      to the terms and conditions and for the duration of this Agreement.
      Company appoints Distributor as an independent distributor for purchase
      and resale or the products listed in the market area set forth in Appendix
      A hereto (the “Products” and the “Market Area”
    respectively).

            


    

     

    
      	
               
      

            	
              B.

            	
              Except
      with respect to those Products for which Distributor is identified as a
      “Sole Distributor” as set forth in Article 1C below. Distributor
      acknowledges that its appointment hereunder is nonexclusive. Company
      reserves the right to appoint consultants, representatives or additional
      distributors for the promotion or sale of the Products to customers in the
      Market Area.

            


    

     

    
      	
               
      

            	
              C.

            	
              With
      respect to those Products specified in Appendix A for which Distributor is
      identified as Sole Distributor, and so long as Distributor is in full
      compliance with its obligations hereunder, Company shall not appoint any
      consultants, representatives or other distributors for the promotion or
      sale of Products to customers in the Market
  Area.

            


    

     

    
      	
              2.

            	
              TERM
      OF AGREEMENT

            


    

     

    This
Agreement, unless terminated in accordance with the provisions of Article 16
hereof. shall become effective upon execution by all parties and shall remain
effective for the term set forth in Appendix A.

     

    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES OF DISTRIBUTOR

            


    

     

    Distributor
represents and warrants to Company that:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              A.

            	
              Distributor
      (i) is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation identified on Page
      1 hereof; (ii) has its principal place of business located at its address
      set forth on Page 1 hereof; (iii) has all requisite corporate or other
      power, and has all material governmental licenses, authorizations,
      consents, and approvals necessary to own its assets and carry on its
      business as now being or as proposed to he conducted; and (iv) is
      qualified to do business and is in good standing in all jurisdictions in
      which the services required to he performed by it under this Agreement
      makes such qualifications
necessary.

            


    

     

    
      	
               
      

            	
              B.

            	
              Except
      as disclosed in writing prior to the date of this Agreement, there are no
      legal or arbitral proceedings, or any proceedings by or before any
      governmental or regulatory authority or agency, now pending or (to the
      knowledge of Distributor) threatened against Distributor which, if
      adversely determined, could (either individually or in the aggregate) have
      a Material Adverse Effect (as hereinafter defined). For purposes hereof,
      the term “Material Adverse Effect” means a material adverse effect on (i)
      the ability of Distributor to perform its services hereunder, (ii) the
      validity or enforceability of this Agreement, or (iii) the rights and
      remedies of Company hereunder.

            


    

     

    
      	
               
      

            	
              C.

            	
              Upon
      the execution and delivery of this Agreement, the performance of
      obligations hereunder or compliance with the terms and provisions hereof
      will not conflict with or result in a breach of or require any consent
      under, the charter or by-laws (or comparable organizational documents) of
      Distributor, or any applicable law or regulation (including without
      limitation the applicable laws and regulations the home country of
      Distributor, the United States of America, or the Market Area in which
      services are rendered hereunder), or any order, writ, injunction, or
      decree of any court or governmental authority or agency, or any agreement
      or instrument to which Distributor is a party or by which Distributor is
      bound or to which it is subject, or constitute a default or breach under
      any.
      such agreement or instrument.

            


    

     

    
      	
               
      

            	
              D.

            	
              Distributor
      has all necessary corporate and other power, authority and legal right to
      execute, deliver and perform its obligations hereunder; the execution.
      delivery and performance by Distributor of this Agreement have been duly
      authorized by all necessary corporate and other action on its part; and
      this Agreement has been duly and validly executed by Distributor and
      constitutes its legal, valid, and binding obligations, enforceable against
      Distributor in accordance with its
terms.

            


    

     

    
      	
               
      

            	
              E.

            	
              Except
      as previously disclosed by Distributor to Company in writing, no
      authorizations, approvals or consents of, and no filings or registrations
      with, any governmental or regulatory authority or agency, are necessary
      for the execution, delivery, or performance by Distributor of this
      Agreement or for the legality, validity, or enforceability
      hereof.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              F.

            	
              All
      written and oral information supplied by Distributor is and will be
      complete, truthful and accurate, and that Distributor shall not obtain on
      Company’s behalf or provide to Company any information which is not
      legally available in the Market Area or which is procurement sensitive,
      proprietary or classified where there is reason to believe that possession
      of such information is unauthorized, illegal or
  unethical.

            


    

     

    
      	
               
      

            	
              G.

            	
              In
      performing the duties required under this Agreement, it will comply with
      the requirements of all applicable laws, rules, regulations and orders of
      governmental or regulatory authorities of the Market Area (except to the
      extent inconsistent with, or penalized under, U.S. law) and shall take no
      action which would subject Company to penalties under U.S. or Market Area
      laws.

            


    

     

    
      	
               
      

            	
              H.

            	
              In
      connection with its distribution of Company Products hereunder, it has not
      and will not make any payments or gifts or any offers or promises of
      payments or gifts of any kind, directly or indirectly, to any official of
      any Market Area government or any agency or instrumentality thereof: to
      any foreign political party or official thereof or any candidate for
      foreign political office; or to any person while knowing (or being aware
      of a high probability) that all or a portion of such money or thing of
      value will he offered. given or promised, directly or indirectly. to any
      foreign official, any foreign political party or official thereof, or any
      candidate for foreign political office in violation of the United States
      Foreign Corrupt Practices Act or the laws of the Market
    Area.

            


    

     

    
      	
               
      

            	
              I.

            	
              (i)
      Neither it nor any of its employees or officers is an official, employee
      or active member of the armed forces of the Market Area government; an
      official or employee of the Market Area government; an official of a
      political party or a candidate for political office; an officer, director,
      employee or an “affiliate” (as defined in regulations under the Securities
      Exchange Act of 1934) of a Company customer: and (ii) as of the date of
      execution of this Agreement and during the term of this Agreement, no
      Market Area government official, and no official of any Market Area
      government agency or instrumentality is or will become associated with, or
      will own or presently owns an interest, whether direct or indirect. in
      Distributor or has or will have any legal or beneficial interest in this
      Agreement or the payments to be made by Company
  hereunder.

            


    

     

    
      	
               
      

            	
              J.

            	
              It
      has not and will not pay or tender, directly or indirectly, any commission
      or finders or referral fees to any person or firm in connection with its
      activities on behalf of Company without the prior written approval of
      Company.

            


    

     

    
      	
               
      

            	
              K.

            	
              In
      respect of any business it may assist or may have assisted in obtaining
      for Company, either directly or indirectly, under this Agreement or
      otherwise, it has not paid, offered, or agreed to pay any political
      contributions.

            


    

     

    
      	
               
      

            	
              L.

            	
              It
      is familiar with and will comply in all respects with U.S. laws,
      regulations, and administrative requirements applicable to Company’s
      relationship with Distributor including, but not limited to the Foreign
      Corrupt Practices Act (FCPA); International Traffic In Arms Regulations
      (ITAR); Export Administration Act, as amended (FAR); the Antiboycott
      Regulations and Guidelines issued under the Export Administration Act, as
      amended; Section 999 of the Internal Revenue Code (Antiboycott
      Regulations); and the Office of Foreign Assets control (MAC)
      Regulations.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              M.

            	
              At
      all times it will act in the best interest of Company and will take no
      actions which are or may be detrimental to
  Company.

            


    

     

    
      	
               
      

            	
              N.

            	
              Distributor
      certifies that none of its principal officers or employees has been
      convicted of or pleaded guilty to any offense involving fraud. corruption,
      or moral turpitude and that it is not now listed by any government agency
      as debarred suspended. proposed for suspension or debarment, or otherwise
      ineligible for U.S. Government procurement
  programs.

            


    

     

    
      	
               
      

            	
              O.

            	
              Distributor
      hereby acknowledges receipt of a copy of International Agreements
      Compliance Handbook, including the Code of Ethics and Business Conduct,
      and, by execution of this Agreement. Distributor warrants and certifies
      that it fully understands Company’s policy with respect to international
      sales transactions and relations with customers and suppliers and that
      Distributor will do nothing in the performance of the services required
      under this Agreement which will be in conflict with Company’s
      policies.

            


    

     

    
      	
               
      

            	
              P.

            	
              Distributor
      agrees, in performing this Agreement, to comply with applicable laws and
      regulations of the U.S. and Distributor’s domicile country and Market Area
      (except to the extent inconsistent with U.S. laws and regulations) and to
      not make or permit to be made or knowingly allow a third party to make any
      improper payments or to perform an unlawful
act.

            


    

     

    
      	
               
      

            	
              Q.

            	
              Distributor
      agrees to give prompt written notice in the event that, at any time during
      the term of this Agreement, Distributor has failed to comply with or has
      breached any of its warranties hereunder. In the event Distributor has not
      so complied or has breached any of its warranties hereunder, this
      Agreement shall be null and void from the time of such non-compliance or
      breach. The foregoing warranties shall survive the termination of this
      Agreement and shall continue in effect with respect to all business
      activities of Company in the Market Area until all such activities have
      ceased.

            


    

     

    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES OF COMPANY

            


    

     

    Company
warrants that it does not desire and will not request any service or action by
Distributor that would or might constitute a violation of the Foreign Corrupt
Practices Act or any other law, regulation or administrative requirement of the
United States, Distributor’s domicile country, or the Market Area.

     

    
      	
              5.

            	
              DISTRIBUTOR’S
      RESPONSIBILITY

            


    

     

    Distributor
shall, for the duration of this Agreement and at its sole expense:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              A.

            	
              Exercise
      its hest efforts to promote the use and sale of Products in the Market
      Area.

            


    

     

    
      	
               
      

            	
              B.

            	
              Maintain
      (i) satisfactory office space and facilities for the sale and servicing of
      Products; (ii) staff sufficient in numbers and skill to perform
      successfully promotion, sales, and servicing functions; and (iii) a
      suitable stock of Products, related spare parts and equipment and
      Company’s current sales material and samples. Distributor shall not use
      any advertising or promotional materials that Company.
      did not provide unless Distributor shall have obtained Company’s prior
      written approval.

            


    

     

    
      	
               
      

            	
              C.

            	
              Provide
      Company with financial statements of Distributor (and any guarantor of the
      accounts of Distributor) as Company may request in
  writing.

            


    

     

    
      	
               
      

            	
              D.

            	
              Maintain
      the minimum purchase volume of Products as set forth in Appendix A
      hereto.

            


    

     

    
      	
               
      

            	
              E.

            	
              Distributor
      shall notify Company in writing within three (3) days of Distributor’s
      receipt of any notice of threatened or actual litigation fir claims made
      by Distributor’s customers or other parties involving the Products sold to
      Distributor hereunder.

            


    

     

    
      	
              6.

            	
              DISTRIBUTION
      RIGHTS FOR PRODUCTS

            


    

     

    Subject
to the terms and conditions of this Agreement. Company will sell Products to
Distributor tier resale by Distributor for its own account. Company’s sale of
such Products will he at the discounts set forth in Appendix A hereto. Such
discounts will apply to Product list prices in effect on the date of order
acceptance by Company. If Company does not have an established list price for a
particular Product, Company shall, upon written request of Distributor, quote a
price therefore, exclusive of transportation, insurance, duties, taxes and other
governmental charges, which shall not be subject to any discount. Prices and
discounts are subject to change, and any Product may be discontinued at any
time, at the sole discretion of Company. Company will endeavor to give sixty
(60) days written notice to Distributor of any change in previously specified
prices and/or discounts, but shall have no liability for any failure to do
so.

     

    
      	
              7.

            	
              COMPANY
      ACCEPTANCE AND TERMS OF SALE

            


    

     

    
      	
               
      

            	
              A.

            	
              No
      order shall be binding on Company until duly accepted in writing by an
      authorized signatory of Company outside the Market Area. Company shall
      have no obligation to accept any order submitted by Distributor and shall
      have no obligation to ship an accepted order unless the terms of payment
      and any extension of credit by Company are satisfactory to Company, in its
      sole discretion, at the time for shipment. Company’s obligations hereunder
      are subject to applicable U.S. and foreign laws and regulations. including
      the applicable U.S. export control laws. Distributor shall comply with all
      such applicable laws upon resale, retransfer, or other disposition of the
      Products.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              B.

            	
              Company’s
      Standard Terms and Conditions of Sale. as may be amended by Company, shall
      govern all sales to the Distributor under this Agreement. Company’s
      Current Standard Terms and Conditions of Sale are attached hereto as
      Exhibit I. Company shall not be bound by any variation of such Terms and
      Conditions of Sale unless made or accepted in writing by an authorized
      official of Company.

            


    

     

    
      	
               
      

            	
              C.

            	
              Distributor
      shall make payment to Company in accordance with payment terms specified
      by Company in writing. To the extent Distributor shall fail to make
      payment as specified therein, or if for any other bona tide reason Company
      seems itself to be insecure as to payment, Company may, at its sole
      discretion, demand that Distributor make full or partial payment in
      advance, accept bills of exchange, open for Company’s benefit documentary
      letters of credit or obtain bank guarantees, or provide other satisfactory
      security or guarantees that invoices will be promptly paid when
      due.

            


    

     

    
      	
               
      

            	
              D.

            	
              All
      sales to Distributor shall be subject to Company’s standard warranty in
      effect at the time of shipment as contained in its terms and conditions of
      sale in effect at the time of shipment Distributor shall provide Company’s
      warranty to customers in connection with sales of the Products, provided,
      however, that such warranty shall only apply where Products have not been
      altered and where Products are used in strict conformance with Company’s
      specifications. Company shall have no liability, and Distributor shall
      indemnify Company under the terms of Article 27 hereof. with respect to
      any warranty given by Distributor with respect to Products (i) that have
      been altered without Company’s prior written authorization or (ii) that
      differs in any respect from Company’s standard warranty in effect at the
      time of sale to the customer.

            


    

     

    
      	
               
      

            	
              E.

            	
              The
      liability of Company under this Agreement, and under any orders accepted
      by Company pursuant hereto. shall be limited to that arising from its
      obligations to supply Products in accordance with the terms and conditions
      of orders accepted by Company and its obligations under the terms of this
      Agreement. In no event shall Company be liable to Distributor. or anyone
      claiming through Distributor. for any loss or damage or delay in or
      failure of delivery due to: (i) any cause beyond Company’s reasonable
      control; (ii) any act of God, act of the purchaser, embargo, strike,
      slowdown, or other labor disturbance, war, riot, delay in transportation;
      (iii) inability to obtain necessary labor, materials, components, supplies
      or facilities; or (iv) inability to obtain necessary export licenses.
      import licenses, exchange permits, etc.; nor shall Company be liable to
      Distributor or anyone claiming through Distributor for loss of profits or
      for incidental, consequential, multiple, special or punitive damages.
      whatever the cause of such damages shall
be.

            


    

     

    
      	
              8.

            	
              EXTENDED
      WARRANTY

            


    

     

    There is
no warranty expressed or implied between Company and Distributor applicable to
the Products. In the absence of prior written permission from Company,
Distributor is not authorized to make any adjustments or replacements of
Products. Distributor agrees to extend no warranty to its customers on a Product
beyond the warranty, if any, offered to the user on such Product by
Company.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              RETURNS
      UNDER WARRANTY

            


    

     

    The cost
of any adjustment or replacement made by Distributor without the specific
written authorization of Company shall be for Distributor’s own account.
Distributor shall submit all requests for warranty adjustment to Company in
accordance with warranty procedures applicable for the Product and obtain
written approval from Company before making any adjustment under
warranty.

     

    End user
should return items from warranty consideration through Distributor, unless
otherwise authorized in writing. Company shall be afforded the opportunity to
inspect such goods at Distributor’s location, and any such goods to be inspected
shall not be returned to Company without its prior written consent.

     

    NOTE:
Distributor shall include the substance of this clause in its contract with its
customers for Company’s Products.

     

    Distributor
must provide at least ten (10) days advance notification to Company and request
a Return Authorization Number which includes specific return instructions to be
in compliance with U.S. Government Customs regulations prior to returning
defective Products. Authorized items should be returned FREIGHT PREPAID
to

     

    Curtiss-Wright
Flow Control Company DeltaValve

    c/o
Curtiss-Wright Flow Control Company TapcoEnpro International

    16315
Market Street

    Channelview,
Texas 77530 U.S.A.

     

    Documents
accompanying authorized items must include the customer Purchase Order Number,
Commerce Invoice, and Company’s Return Authorization Number.

     

    
      	
              10.

            	
              ULTIMATE
      DESTINATION

            


    

     

    Purchase
orders for all military Products to be exported from the U.S. must show identity
of end user, end use, and country of ultimate destination. Destination of
military items is subject to verification before quotations are submitted or
orders accepted. Export licenses are required prior to shipment of Products or
retransfer of Products.

     

    
      	
              11.

            	
              CONFLICT
      OF INTEREST

            


    

     

    Distributor
shall not provide nor promote, market, offer, sell, nor represent the products
of any Person within the Marker Area which are or could be competitive with
Company’s Products for which Distributor provides Products hereunder. For
purposes of this Agreement, the term “Person” means any individual, corporation,
company, voluntary association, partnership, joint venture, trust,
unincorporated organization, or government (or any agency, instrumentality, or
political subdivision thereof).

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              12.

            	
              LIMITATION
      OF LIABILITY

            


    

     

    Company’s
liability for costs or damages allegedly incurred by Distributor arising out of.
or in connection with Distributor’s performance of its duties under this
Agreement shall be strictly limited to commissions, if any, which may be deemed
owing. In no event shall Company be liable for lost profits, or any other
consequential, indirect, incidental, or punitive damages arising out of. or in
connection with claims made against Company, whether such claims are alleged to
arise in contract or in tort.

     

    
      	
              13.

            	
              LEGALITY
      OF PA Y M ENTS

            


    

     

    Only
compensation that is allowable under applicable law shall be due and payable by
Company. Any payments made to Distributor which are later disallowed, reduced,
or declared unlawful shall be promptly returned by Distributor to
Company.

     

    
      	
              14.

            	
              ASSIGNMENT

            


    

     

    
      	
               
      

            	
              A.

            	
              Distributor
      shall not subcontract, delegate, or assign any of its rights or
      obligations under this Agreement without the prior written consent of
      Company. Any purported delegation. assignment, or transfer by Distributor
      of all or part of this Agreement or of any rights or obligations arising
      hereunder without the prior written consent of Company shall he void as to
      Company’s obligations hereunder from the time of such delegation,
      assignment, or transfer, and shall be considered the basis for immediate
      termination of this Agreement.

            


    

     

    
      	
               
      

            	
              B.

            	
              Company
      may assign its rights and/or delegate its obligations hereunder to its
      parent or other subsidiaries of the parent, or any affiliate, successor in
      interest or other third party.

            


    

     

    
      	
              15.

            	
              NON-DISCLOSURE
      OF PROPRIETARY OR CONFIDENTIAL
INFORMATION

            


    

     

    
      	
               
      

            	
              A.

            	
              Distributor
      agrees not to disclose to others without the prior written consent of
      Company, either during or subsequent to the term of this Agreement, any
      proprietary or confidential information, knowledge or data of Company
      which Distributor may receive or have access to during the term of this
      Agreement, including proprietary or confidential information of others
      which has come into Company’s or Distributor’s possession, such as, but
      not limited to, business plans, marketing information, cost estimates,
      forecasts, bid and proposal data, financial data, formulae, compositions,
      Products, processes, procedures, inventions, systems, or designs. Except
      us may strictly he required by its obligations under this Agreement,
      Distributor shall not use or reproduce any information or data furnished
      by Company hereunder.

            


    

     

    
      	
               
      

            	
              B.

            	
              Distributor
      may not release any information with respect to this Agreement or the
      subject matter thereof without the prior express written approval of
      Company, Distributor shall not disseminate press releases, responses to
      press, advertisements, brochures, etc. which have not been authorized by
      the Company for public release.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              C.

            	
              All
      materials to which Distributor has access or which were furnished or
      otherwise made available by Company to Distributor shall be and remain the
      property of Company. Upon expiration or termination of this Agreement or
      upon request of Company, Distributor shall return to Company all such
      materials, documents, and information, including any proprietary data, and
      all reproductions thereof then in Distributor’s possession or control; and
      Distributor shall surrender all information or proprietary data developed
      by Distributor in connection with this Agreement, unless the information
      has been certified as having been destroyed or the retention of the
      information is authorized in writing by
Company.

            


    

     

    
      	
               
      

            	
              D.

            	
              Distributor’s
      obligations of confidentiality under this paragraph and Agreement shall
      survive termination or expiration of this Agreement for five (5) years
      from the date thereof

            


    

     

    
      	
              16.

            	
              TERMINATION

            


    

     

    
      	
               
      

            	
              A.

            	
              This
      Agreement shall become ellective upon execution by all parties and. unless
      earlier terminated in accordance with the provisions of this Article 16.
      shall automatically expire without written notice on the date specified in
      Appendix A and may thereafter be renewed only upon the written agreement
      of both parties.

            


    

     

    
      	
               
      

            	
              B.

            	
              Company
      may terminate this Agreement at will, without any cause whatsoever, upon
      ninety (90) days written notice to
Distributor.

            


    

     

    
      	
               
      

            	
              C.

            	
              If
      one or more of the following, events shall occur, Company may terminate
      this Agreement upon written notice to Distributor, and the Agreement shall
      automatically terminate on the date of Distributor’s receipt of such
      notice:

            


    

     

    
      	
               
      

            	
              (I)

            	
              Insolvency
      or bankruptcy of Distributor; or the termination, dissolution or
      liquidation (as a matter of law or otherwise) of
    Distributor;

            


    

     

    
      	
               
      

            	
              (II)

            	
              The
      tiling or commencement by or against Distributor of a petition or
      proceeding seeking its reorganization, liquidation, dissolution,
      arrangement or winding-up or the composition or readjustment of its debts
      or other relief under the laws of insolvency or bankruptcy or any country
      or, jurisdiction: or the commencement of any proceeding by any Person
      seeking the termination, dissolution or liquidation of
      Distributor;

            


    

     

    
      	
               
      

            	
              (III)

            	
              The
      merger of Distributor with or into another Person, or any other
      transaction effecting a substantial change in control or ownership of
      Distributor:

            


    

     

    
      	
               
      

            	
              (IV)

            	
              Distributor’s
      loss of the services for a period of three months or more of any person
      designated as Key Personnel in Appendix A
  hereto;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (V)

            	
              Breach
      by Distributor of any other provision hereof; or in the event that any
      other representation, warranty or certification made or deemed made by
      Distributor herein shall have been false or misleading as of the time made
      or furnished or shall be false or misleading at
  anytime:

            


    

     

    
      	
               
      

            	
              (VI)

            	
              Any
      law, regulation, ordinance or policy is adopted or in effect in the Market
      Area that would restrict Company’s termination rights or otherwise
      invalidate any provisions of this
Agreement.

            


    

     

    
      	
               
      

            	
              D.

            	
              The
      following provisions shall apply upon any termination or expiration of
      this Agreement:

            


    

     

    
      	
               
      

            	
              (I)

            	
              Company
      may determine at its sole discretion whether Distributor shall (a) have
      the right to sell its existing inventory of the Products; or (b) be
      required to resell its existing inventory of Products to, or receive
      credit therefor from, Company. Any such repurchase or credit shall be at
      Company’s then current prices less any applicable discounts or at the net
      price paid by Distributor. whichever is lower, and shall apply only to
      inventory that is in its original packaging, is unopened. and is otherwise
      in its original, salable condition. Company shall specify its option in a
      written notice provided to Distributor upon expiration or termination of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (II)

            	
              Upon
      Company’s repurchase of Distributor’s inventory of Products or upon
      Distributor’s final sale of its inventory of Products under the provisions
      of Article 16 D(I) above, Distributor shall (a) cease all marketing and
      sales of Products and any other activities performed with respect thereto;
      (b) cease all use of proprietary or confidential information previously
      furnished by Company; (c) remove from its property and discontinue all
      use. directly or indirectly, of trademarks, designs. and markings owned or
      controlled, now or hereafter, by Company. or of any word, title,
      expression, trademark, design. or marking that. in the opinion of Company.
      is confusingly similar thereto; (d) turn over to Company Distributor’s
      current customer mailing list; and (e) take such action as is necessary to
      terminate Distributor’s registration as Company’s distributor with any
      governmental authority.

            


    

     

    
      	
               
      

            	
              (III)

            	
              All
      indebtedness of Distributor to Company shall become immediately due and
      payable without further notice or demand, which is hereby expressly
      waived, and Company shall be entitled to reimbursement for any reasonable
      attorneys’ fees that it may incur in collecting or enforcing payment of
      such obligations.

            


    

     

    
      	
               
      

            	
              (IV)

            	
              Company’s
      repurchase of Distributor’s inventory of Products, or Distributor’s right
      to sell such inventory if not so repurchased by Company pursuant to
      Article 16D (1) hereof, shall constitute Distributor’s sole remedy for the
      termination or expiration of this Agreement and shall be in lieu of all
      other claims that Distributor may have against Company as a result
      thereof. Under no circumstances shall Company be liable to Distributor by
      reason of termination or expiration of this Agreement for compensation,
      reimbursement, or damages for loss of prospective compensation, good will
      or loss thereof, profits, or expenditures investments, leases or any type
      of commitment made in connection with the business of Distributor or in
      reliance on the existence of this
Agreement.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

     

    
      	
              17.

            	
              FULL
      DISCLOSURE

            


    

     

    Subject
to U.S. laws and regulations, Distributor agrees that full disclosure of the
existence and terms of this Agreement. including the compensation provisions.
may be made at any time and for any reason to whomever Company determines has a
legitimate need to know such terms, including, without limitation U.S. and
Market Area government organizations.

     

    
      	
              18.

            	
              INDEPENDENT
      CONTRACTOR

            


    

     

    Distributor
is and shall be considered for all purposes to be an independent contractor in
relation to, Company under this Agreement. This Agreement does not make either
party the agent or legal representative of the other for any purpose or grant
any right or authority to assume or create, directly or indirectly, any
obligation or responsibility, expressed or implied, on behalf or in the name of
the other, or to hind the other in any manner.

     

    
      	
              19.

            	
              RIGHT
      OF SET-OFF

            


    

     

    Company
shall be entitled at all times to set off any amount owing or damages due at any
time from Distributor to Company against any amount payable at any time by
Company in connection with this Agreement.

     

    
      	
              20.

            	
              CHOICE
      OF LAW

            


    

     

    This
Agreement shall be governed by. subject to. and interpreted according to the
laws of the State of New York, U. S. A., without regard to its conflict of law
rules.

     

    
      	
              21.

            	
              RECORDS

            


    

     

    Distributor
agrees that Company or any of its duly authorized Distributors shall, during the
term of this Agreement and for five (5) years after final payment has been made
under this Agreement, have access to and the right to inspect and examine during
business hours any relevant books, documents. papers and records of Distributor
involving transactions related to this Agreement.

     

    
      	
              22.

            	
              COOPERATION

            


    

     

    In the
event a dispute arises between Company on the one hand and a customer or any
other person on the other concerning any of the Products covered by this
Agreement, Distributor agrees to provide to Company any assistance that may be
required, including but not limited to the provision of such documents and
testimony as may be reasonably requested by Company.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              23.

            	
              NON-WAIVER
      OF BREACH

            


    

     

    The
failure by a party to this Agreement to assert any or all of its rights upon any
breach of this Agreement by the other shall not be deemed a waiver of such
rights either with respect to such breach or any subsequent breach. nor shall
any waiver be implied from the acceptance of any payment or service. No written
waiver of any right shall extend to or affect any other right such party may
possess. nor shall such written waiver extend to any subsequent similar or
dissimilar breach.

     

    
      	
              24.

            	
              SEVERABILITY;
      PARTIAL INVALIDITY

            


    

     

    If any
provision of this Agreement. or the applicability of such provision, shall be
held illegal or unenforceable, the remainder of the Agreement or the application
of such provision to other paroles and circumstances shall not be affected
thereby.

     

    
      	
              25.

            	
              DISPUTES

            


    

     

    The
exclusive forum tilt the resolution of any and all disputes arising out of or in
connection with. this Agreement shall be a court of appropriate jurisdiction
located in the State of New York. U.S.A.

     

    
      	
              26.

            	
              NOTICE
      AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
  INFRINGEMENT

            


    

     

    
      	
               
      

            	
              A.

            	
              Distributor
      shall promptly report to Company in reasonable written detail each notice
      or claim of patent infringement, copyright infringement or invasion of any
      right of privacy of which Distributor has notice or knowledge and which
      arises out of this Agreement.

            


    

     

    
      	
               
      

            	
              B.

            	
              In
      the event of litigation against Company or its customer(s) on account of
      any claim of patent infringement. copyright infringement, or invasion of
      any right of privacy arising out of this Agreement or out of the use of
      any Products furnished hereunder, Distributor shall furnish Company upon
      request all evidence and information in possession of Distributor
      pertaining to such litigation.

            


    

     

    
      	
              27.

            	
              INDEMNIFICATION

            


    

     

    Distributor
hereby agrees to indemnify and hold harmless Company, its employees, customers,
assigns and others as to any claim asserted against Company or its employees,
customers, assigns, or others alleging any liability arising out of any
negligent or intentional wrongful acts of Distributor or its employees. agents,
associates, or assigns that occur during the term of this Agreement. Such
liability shall include, but is not limited to, damages (including punitive
damages), costs, fees and expenses.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              28.

            	
              NOTICE

            


    

     

    All
formal notices or communications hereunder shall be sent by facsimile
transmission or email. followed by a signed copy sent by commercial mail or
courier, and shall be deemed to have been given when transmitted.

     

    Notice to
Company shall be addressed to:

     

    Delta
Valve

    857 W.
South Jordan Pkwy, Suite 100

    South
Jordan, Utah 84095

    Fax:
1-801-984-1004

    Email:
rwest@curtisswright.com

    Attention:
Contract Manager

     

    Notice to
Distributor shall be addressed to:

     

    PetroChemical
Engineering Limited

    No. 4
Floor Tower B

    Wan Liu
Xin Gui Building No. 28

    Wanquatvluang
Road

    Haidian
District, Beijing, China 100089

    Fax:
86-10-58720181

    Email:
sjhh@vip.sina.com

    Attention
: Johnny Su

     

    Written
notification of change in address, telephone, fax or contact person is required
to be provided by either party to the other party.

     

    
      	
              29.

            	
              INCORPORATION
      BY REVERENCE

            


    

     

    The
paragraphs, terms and conditions set forth in Appendices hereto are hereby
incorporated by reference and made a part of this Agreement as if they had been
set forth in full herein.

     

    
      	
              30.

            	
              INTEGRATION

            


    

     

    This
Agreement incorporates all prior negotiations of the parties, constitutes the
full understanding and entire agreement between the parties and supersedes any
and all prior oral and written statements, understandings, and agreements with
respect to the rendering of distribution services. No terms, conditions,
understandings or agreements purporting to modify or vary this Agreement shall
be binding unless hereinafter set forth in writing and signed by the party to be
charged. Both parties hereby waive the right to assert any claim against the
other, its employees, customers, or assigns based upon any oral representation,
statement, promise or agreement whether made before or after the date of this
Agreement. Neither party has relied upon any representations or statements of
the other except as stated hereinafter. This Agreement provides for full payment
for all services to be rendered by Distributor to Company, and Company shall not
be liable to Distributor other than to the extent and in the amount expressly
provided herein.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              31.

            	
              COMPANY
      TRADEMARKS AND TRADE NAME

            


    

     

    
      	
               
      

            	
              A.

            	
              Distributor
      agrees it will not use in any way Company’s trademarks and trade name, and
      it will not publish or cause to be published any statement, or encourage
      or approve any advertising or practice which may be detrimental to the
      good name, trademarks, good will or reputation of Company or its Products
      and Services. Distributor further agrees to withdraw any statement and to
      discontinue any advertising or practice deemed by Company to have such
      effect.

            


    

     

    
      	
               
      

            	
              B.

            	
              Distributor
      shall in no way alter any trademark or trade name on Products or other
      merchandise supplied to it hereunder and shall not use or register the
      same or any trademarks or trade names similar thereto unless the Company
      provides prior written approval therefor. Such approval in no way confers
      any rights to such trademarks or trade names on the Distributor, and any
      rights inadvertently acquired shall immediately inure to the benefit of;
      and automatically be transferred to. the Company. In accordance with the
      provisions of Article 16 hereof. the Distributor shall immediately
      discontinue use of all the Company trademarks and trade names upon
      termination of expiration of this
Agreement.

            


    

     

    
      	
              32.

            	
              FORCE
      MAJEURE

            


    

     

    Neither
party shall be responsible for any failure to comply with the terms of this
Agreement due to causes beyond its control for the period the effects of such
causes continue. These causes shall include but shall not be restricted to:
fire, storm, flood, earthquake, explosion, accident, acts of a public enemy,
war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor
disputes, transportation embargoes or delays, acts of God, failure of the United
States or any other government to grant export or import licenses or permits for
relevant goods and materials or technical data.

     

    
      	
              33.

            	
              COMPANY
      CONTACT

            


    

     

    The
individual designated in the applicable Appendix A shall be Distributor’s
primary point of contact with Company and is responsible for reviewing
Distributor’s performance hereunder.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representative.

    


    
      
        
          
            
              	 
      	 	
                      PetroChemical
      Engineering Ltd.

                    
	
                      DeltaValve

                    	 	 
      
	 
      	 	 
      
	
                      Signature:

                    	
                         

                    	 	
                      Signature:

                    	
                         

                    
	
                      Robert
      S. West

                    	 	
                      Zhao
      Jintai

                    
	
                      Contracts
      Manager

                    	 	
                      General
      Manager

                    
	
                      Telephone:  801-495-5875

                    	 	
                      Telephone:  +861058720171

                    
	
                      Fax:  801-984-1004

                    	 	
                      Fax:  +861058720181

                    
	
                      February
      9, 2010

                    	 	
                      Date:  February
      12,
2010

                    


            

          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    APPENDIX
A

     

    
      	
              1.

            	
              PRODUCTS
      AND DISCOUNTS DEFINED:

            


    

     

    Subject
to the conditions of this Agreement. Products and the discount at which such
Products arc sold to Distributor and Distributor’s minimum required purchase
volume under this Agreement shall be:

     

    Product(s):
Coker Unheading Systems. Isolation Valves, and related spare parts

     

    Minimum
Purchase Goal (Volume Per Year): US$10.000.000

     

      
        

      

    

     

    
      	
              2.

            	
              MARKET
      AREA DEFINED:

            


    

     

    Distributor’s
Market Area shall be: The People’s Republic of China

     

    
      	
              3.

            	
              TERM:

            


    

     

    The term
of this Agreement shall be two years from date of final execution or until such
earlier termination of Distributor’s Agreement as provided herein.

     

    
      	
              4.

            	
              DISTRIBUTOR
      KEY PERSONNEL IDENTIFIED:

            


    

     

    
      	
              5.

            	
              POINT
      OF CONTACT:

            


    

     

    The
Curtiss-Wright Flow Control Division, DeltaValve USA point of contact for this
Agreement is:

     

    
      
        
          	
                  Name:

                	
                  Steven
      Wilkie

                
	
                  Address:

                	
                  857
      W. South Jordan Pkwy. Suite 100

                
	 
      	
                  South
      Jordan. UT 84095

                
	 
      	 
      
	
                  Telephone:

                	
                  801-495-5804

                
	
                  Fax:

                	
                  801-984-1004

                
	
                  Email:

                	
                  swilkie@curtisswright.com

                


        

      

    


    
      
         


      

      
        15