Exhibit 10.45



 Exhibit 10.45 
 Contract Number: HBYT-CY2-2008-MM-1 
 CONTRACT OF THE SALE OF GOODS 
 (Mechanical & Electrical Equipments) 
 CONTRACT FOR PURCHASING
VACUUM-HEATING-FURNACE 
 This Contract for the Sale of Goods (the “Sales Contract”) is
made on 19th May, 2008 
 BETWEEN: Beijing BHD
Petroleum Technology Co., Ltd (the “Seller”), a corporation organized and existing under the laws of the PRC. 
 Deposit Bank:
[    ] 
 Account Number: [    ] 
 Phone Number: [    ] 
 Legal Location: Changping District, Beijing 
 Legal Representative (principal): Chen Guangqiang 
 Contact Person:
Wang Youhong 
 AND: PetroChina Huabei Oilfield Co,Ltd (the “Buyer”), a corporation organized and existing under the laws of the PRC.

 Deposit Bank: [    ] 
 Account Number:
[    ] 
 Phone Number: [    ] 
 Legal Location: RenQiu City, Hebei Province 
 Legal Representative (principal): Sunjun  
 Contacting Person: Pan Hongsheng 
  

	1.	SALE OF GOODS 

 Seller shall sell, transfer and deliver to Buyer on
the date which will be designated by the Buyer after this contract taking effect, the following items: 
  

	1.1	SUBJECT-MATTER: See the appendix 

  

	1.2	Quantity 

 Quantity: See the appendix 
 Supplying Content: See the appendix 
  

	1.3	Quality Request and Technique Standard 

 Quality Request:
SY0031-95 
 Technique and Manufacturing Standard: See the Technical Agreement 
  

	1.4	Manufacturer: Huanghua Bright Xiangtong Mechanism Manufacture Co., Ltd. 









	2.	PURCHASE PRICE 

 The purchase price payable for this
contract agreed to be: 
 RMB: 663,000 
 Total of the amounts computed and allocated: 17%VAT + Cost + Packing Fee + Transport Fee  
 Payment:
95% of the price will be paid after the installation and testing of the equipments, 5% quality guarantee deposit will be collected when the quality guarantee period is complete, without quality problems (no interest) 
  

	3.	Delivery 

 Manner of Delivery: Seller Delivering

 Time and Content of Delivery: All goods should be delivered on the date which will be designated by the Buyer after this contract
taking effect 
 Site of Delivery: A location designated by the Buyer 
 Documents and Files should be provided by the Seller: Products Certification, Products Testing Reports, Instructions and other relevant documents.

  

	4.	Packing 

 Packing Standard: Packing in accordance with
the Provisions of Packing and Mark 
 Request on Packing Object and Mark: Execute the Industrial Standard 
 The Seller should pay for the packing expenses, unless there is further more contract defined extra clause. 
 If the Packing dose not meet the provisions, the Seller will be responsible for the problems caused. 
  

	5.	Transportation 

 Manner of Transportation: By Truck

 Sending From: Huanghua City, Hebei Province 
 Arriving at: The second oil-extraction factory 
 Consignee: Liang Jun 
 Transport and relevant Fees: Included in the contract value 
 The Seller is responsible for the damage or destruction of the goods in transit. 
 If a change of reaching
location or consignee is made by the Buyer after the delivery of goods, the Buyer should be responsible for the expenses caused. 
  

	6.	Acceptance and Installation & Adjustment 

 Acceptance 
 The Buyer should confirm the inspection date within 15 days after the arrival of goods and inform the Seller 8 days
before confirmation of the date. The Seller should dispatch an employee to participate the inspection. If the Seller fails to join this procedure, the Seller will be deemed to have agreed on the results of inspection. If the Buyer does not exercise
the procedure of inspection on the inspecting date, the inspection of goods will be deemed to have been completed. 
 The inspection should
comply with the requests and criterion. If it’s not prescribed in the contract, the inspection will be exercised under the provisions of this Contract. Written report of this inspection should be signed by both parties. 
 If the report of inspection does not meet the provisions of this contract, the Seller shall be responsible for related adjustment, maintenance or
change of the equipment so as to meet the provisions, and the Seller would be responsible for the expenses caused in this circumstance. 
 Installation and Adjustment 
 The Seller should complete the installation and adjustment within 20 days after the inspection of the
goods and meet the requests and criteria of the contract. In addition, the Seller will assist during the process. 







 When the equipment is running normally and meets the technical criteria, both parties will sign to
acknowledge final receipt of the equipment. 
 If the equipments or materials are damaged due to the Seller’s mistake,
in which case an extra losses will occur. 
 If the parties disagree over the process of inspection, installation or adjustment, both parties
should submit the case to a testing agency approved by the Technology Supervisory Bureau of Hebei Province, and follow their testing results. 
  

	7.	Quality Guarantee 

 The qualities guarantee period shall
begin with and continue for 12 months after the completion of term 6.2.2. 
 The quality guarantee period will be recalculated from the
machine termination date, if equipment termination were caused by the Seller. 
 The Seller agrees to withhold 5% out of Purchase price as
(equal to RMB: 33,150) as a quality guarantee deposit. If any quality problems arise during the quality guarantee period and the Seller cannot complete the maintenance, this deposit shall be forfeited to the Buyer. 
 Supervision or equipment manufacturing outsourced of the Buyer can not offset the responsibility for product quality which is assumed by the Seller.

  

	8.	Confidentiality 

 Both Parties agree to protect business secrets that are
indicated in this contract from third parties. 
  

	9.	Technical Services and Training 

  

	10.	Modification and Cancellation of the Contract 

 This
contract may be terminated or modified by the parties’ mutual written consent. 
 The contract can be cancelled by each of the parties,
if any of the following events happens: 
 Target incompletion caused by force majeure. 
 Buyer provides 5 days’ acceleration notice to Seller and Seller fails to deliver products. 
 If the quality of goods does not meet the provisions, besides, the Seller does not take the necessary redemption, then the Buyer may terminate this
contract. 
 If the Buyer rejects the goods with no reason, then the Seller has the right to terminate this contract. 
 The changing or cancellation of the contract does not release the defaulter’s liability for breach of contract; moreover, compensation should pay to
the counter party for any losses. 
  

	11.	Events of Default 

  

	11.1	If the Seller fails to deliver the goods on time or fails to provide the documents under 3.4, the Seller should pay 1% penalty to the Buyer. 

  

	11.2	If the Buyer fails to make the payment, then the Buyer should pay 0.05% out of the remaining installments for penalty every past due day. 

  

	11.3	If the event under 10.2.3 happens, the Buyer has the right to claim a 10% penalty out of purchase price and consequent losses caused thereby. 

  

	11.4	The Seller guarantees that the delivered goods do not violate any third party’s rights; otherwise, Seller assumes full responsibility for resulting losses.


  

	11.5	If the Seller does not complete the installation and adjustment on time, the Seller shall compensate the Buyer’s resulting losses. 

  

	11.6	Any party violates the provisions of Section 8 shall bear responsibility for damages caused thereby. 









	11.7	If there are other default situations, the defaulter should take the responsibility for making compensation to the other party. If the defaults comes from both parties, then both
parties should take the corresponding responsibilities, respectively. 

  

	12.	Force majeure 

 For any force majeure, such as fire,
earthquake, typhoon and other unforeseeable events that caused the incompletion or partly completion of the obligations, one party or both parties do not have to take the default responsibility , but a notice should be given within 48 hours , and
present the relevant proof documents to the other party within 5 days. 
 The party or parties affected by force majeure have the
responsibility to take appropriate actions to mitigate damages. 
  

	13.	Settlement of disagreements 

 The parties should settle any
disagreement caused by the contract through negotiation. 
 If the parties fail to reach agreement through negotiation, one of the following
ways may be used: 
  

	 	1)	Submit the case to arbitration commission to mediate. 

  

	 	2)	Engage in legal proceedings at the Buyer’s Local People’s court. 

  

	14.	Effectiveness and Others 

 This contract will come into
effect after signing and stamping by both parties. 
 A complementary agreement maybe provided if necessary. 
 The contract’s accessories and complementary agreements are part of the contract and have the same legal effectiveness. If there are any differences
between the accessories or complementary agreements or the contract, the contract will take priority. 
 The contract is in 2 copies. Each
party takes 1 of the copies. 
 IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at the Second Oil-Extraction Factory on the
date indicated above. 
 If there are differences between the English version and the Chinese version of this agreement, the Chinese version will take
priority. 







 Appendix: 
  

																	
	Contract Information
	
	Application No. : 2008-782
					
	Name	  	 Contract for purchasing Vacuum-Heating-Furnace
	  	System No.	  	2008-51687	  	
					
	Contract No.	  	HBYT-CY2-2008-MM-1	  	Local enterprise contract No.	  		  	
						
	Contract type	  	Sales Contract	  	Secondary classification	  	Product material	  	Third classification	  	
						
	Direction of fund	  	Payout	  	Fund source	  	Company investment	  	Manner of business	  	EDI
			
	Contract grounds	  	Name	  	Serial Number
							
		  	The production and construction plan of March	  		  		  		  		  	
						
	Subject matter	  	ZK2100-S/2.5-Q VHF	  	Total sum	  	663,000.00	  	Unit	  	RMB
						
	Internal contract	  	No	  	Related deal	  	No	  	Foreign contract	  	No
									
	Applicable law	  		  		  	Language	  		  		  		  		  	
				
	Seller	  	Registered capital	  	Location	  	Legal representative
				
	Beijing BHD Petroleum Technology Co, Ltd	  	RMB 5,080,000	  	Changping, Beijing	  	Chen Guangqiang
						
	Site of performance	  	The second oil-extraction factory	  	Time limit	  	Final receipt of the goods	  	Disputes settlement	  	Litigation
					
	Amount performed per year	  	2008	  	RMB629,850	  	Current year amount performed	  	RMB 629,850
					
	Amount performed per year	  	2009	  	RMB33,150	  	Current year amount performed	  	RMB 629,850
							
	Operating department	  	Material management center	  	Director	  	Li Guibin	  	Operator	  	Pan Hongsheng	  	
							
	Signing department	  	Second oil-extraction factory	  	Signer	  	Yao Hongxing	  	Seal name	  	SOF contract seal	  	
			
	Examination and approval departments	  	Comments	  	Time
			
	Material management center: Li Guibin	  	Consent	  	04/30/2008 14:16
			
	Financial section: Gong Hongbin	  	Consent	  	05/04/2008 07:31
			
	Law and regulation section: Han Deqiang	  	Consent	  	05/07/2008 10:46
			
	Law and regulation section: Cheng Jun	  	Consent	  	05/07/2008 13:51
			
	SOF: Que Zhongwei	  	Consent	  	05/12/2008 11:09
			
	SOF: Yao Hongxing	  	Consent	  	05/12/2008 16:48
			
	Law and regulation department: Dong Shaohua	  	Consent	  	05/13/2008 16:48









																	
	EDI department: Zhang Jiang	  	Consent	  	05/15/2008 17:10
			
	EDI department: Zhang Shuyun	  	Consent	  	05/16/2008 10:22
			
	Law and regulation department: Wang Jun	  	Consent	  	05/16/2008 16:49
			
	Huabei Oilfield Company: Su Jun	  	Consent	  	05/19/2008 11:14
				
	Level of the examination and approval	  	Local Company	  	Examiner	  	Sun Jun
				
	Signing site	  	Bazhou, Hebei	  	Time of taking effect	  	05/19/2008
								
	Remark