Unassociated Document


    
      Unofficial
Translation

      
        

      

    

     

    Exhibit
10.35

     

    Gas
Station Lease Agreement

     

    Party
A: Shaanxi Highway Service Co. Ltd.

     

    Party
B: Xi’an Baorun Industrial Development Co., Ltd.

     

    This
contract is made by and between Party A and Party B based on the principle of
equality, mutual benefits and good faith discussion and pursuant to Contract Law
of the People's Republic of China. The two parties agreed the
following:

     

    
      	
              1.

            	
              Party
      A agrees to lease 4 gas stations to Party B for operation. Two of them are
      located in Xihan Highway (from Xi’an to Hanzhong city) Yang County area
      and take 2200m2, have
      5×100=500m3
      storage capacity and 4×4 refueler
      respectively; and two of them are located in Xiyu Highway Cheng County
      area, take 2000m2, have
      5×100=500m3
      storage capacity, and 6×2 refueler
      respectively.

            


    

     

    
      	
              2.

            	
              The
      lease term is fifteen years (from June 1, 2008 to May 31,
      2023).

            


    

     

    
      	
              3.

            	
              The
      annual rent for each gas station is three million Yuan including the land
      use right, buildings, other facilities and operating
  right.

            


    

     

    
      	
              4.

            	
              Party
      A shall deliver relative documents or licenses to Party B in one week
      after signing the Agreement. Party B shall pay off the rent for five-year
      in two months after receiving all of the required documents. Party B shall
      pay the rent every five years till the termination of this
      Agreement.

            


    

     

    
      	
              5.

            	
              Party
      A has the ownership of the gas stations and Party B shall own the income
      during the operation. Without the approval of Party B, Party A shall not
      transfer, re-lease or pledge these four gas stations to any third party.
      Party B has the priority leasing and purchasing rights for the four gas
      stations.

            


    

     

    
      	
              6.

            	
              During
      the term of the Agreement, Party A shall be responsible for handling all
      kinds of outside relations to provide Party B favorable operation
      conditions. If Party B cannot conduct the normal operation for the reason
      of Party A, Party A shall indemnify Party B for all loss and damages for
      this.

            


    

     

    
      	
              7.

            	
              Party
      B shall operate the gas stations independently, be responsible for its own
      profits and losses and pay the tax upon relative
    regulations.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.

            	
              During
      the term of this Agreement, Party B’s modification or expansion of the gas
      stations is subjected to Party A’s approval. Party A shall bear the
      expenses. After the Agreement expires, Party A may dispose the facilities
      purchased by it.

            


    

     

    
      	
              9.

            	
              Party
      A shall undertake the debts before Party B’s operation and Party B shall
      bear the debts after operating the gas
stations.

            


    

     

    
      	
              10.

            	
              During
      this Agreement, if Party B cannot operate the gas stations for the reason
      of public policy Party A shall refund the unexpended portion that Party B
      has paid to Party B.

            


    

     

    
      	
              11.

            	
              If
      this Agreement expires and Party B has no intent to renew Party B shall
      deliver all of the documents and licenses to Party A in thirty
      days.

            


    

     

    
      	
              12.

            	
              If
      there are any matters not covered by this Agreement, parties hereto may
      negotiate it in an amendment. The amendment to this Agreement has the same
      validity as this Agreement.

            


    

     

    
      	
              13.

            	
              The
      Agreement is in duplicate and each Party shall hold one copy. The
      Agreement is effective upon signing by the two parties
    hereto.

            


    

     

    Party A:
Shaanxi Highway Service Co. Ltd. (Seal)

     

     

    (By legal
representative): /s/                                        
 

     

     

    Party B:
Xi’an Baorun Industrial Development Co., Ltd. (Seal)

     

     

    (By legal
representative): /s/                                         


     

    Dated:
May 20, 2008