Employment
Contract

      


      This
Employment Contract of Beijing Jianxin Petrochemical Engineering Limited (this
“Contract”) is entered into by and between the following parties as of [l] in [l], the people’s
Republic of China (the “PRC’).

      


      Party
A:  Beijing Jianxin Petrochemical Engineering Limited

      
        Address:   4th Floor,
Tower B, WanLiuXinGui Building, No. 28 Wanquanzhuang Road, Haidian District,
Beijing.

      

      
        Legal
Representative: Zuo
Jianzhong

      

      


      Party
B:

      
        Home
Address:

      

      
        Date of
Birth:

      

      
        ID/Passport
Number:

      

      
        Registered
Permanent Address:

      

      


      Chapter 1 – General
Provisions

      


      
        	
                1.

              	
                Pursuant
      to the Labor Law of the People’s Republic of China (hereinafter “Labor
      Law”), the Employment Law of the People’s Republic of China (hereinafter
      “Employment Law”) and other relevant regulations, in consideration of the
      mutual promises and covenants made herein, and for other good and valuable
      consideration, the receipt and sufficiency of which is acknowledged, Party
      A and Party B (collectively referred to as the “Parties”) hereby agree as
      follows:

              


      

      


      Chapter 2 –
Term

      


      
        	
                2.

              	
                This
      Contract shall be a contract with a fixed term of ___ years, from ___,
      200__ (“Starting Date”) to ___,
___.

              


      

      


      
        	
                3.

              	
                If
      upon the expiration of the term, Party A and Party B agree to renew this
      Contract, they shall execute the Agreement to Renew Employment Contract
      attached to this Contract as Appendix A, or shall execute a new employment
      contract.

              


      

      


      Chapter 3 – Scope of
Work

      


      
        	
                4.

              	
                Party
      B agrees to assume the position of __________ (or engage in ___) pursuant
      to the work needs of Party A.  The position duty, work task,
      objective, disciplines and other relevant management rules shall be
      implemented according to the work standards and other rules prescribed by
      Party A.  The main work location of Party B shall be
      [Beijing].

              


      

      


      
        	
                5.

              	
                Both
      Parties acknowledge that, Party A shall have the right to change the type
      of work, job title and position, job duties and work location of Party B
      at any time according to the business needs of Party A or ability or work
      performance or actual situation of Party B, provided, however, that such
      change shall be made in good faith with reasonable
      causes.  Party B shall be subject to any such changes as deemed
      necessary and appropriate in the sole judgment of Party
  A.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Employment
Contract

        

      

       

      Chapter 4 – Duties of Party
B

      


      
        	
                6.

              	
                Party
      B hereby agrees that, in addition to the duties and responsibilities
      otherwise set forth herein, during the term of this Contract, Party B
      shall:

              


      

      


      
        	
                 
      

              	
                6.1

              	
                Devote
      his/her full time, attention and skills during the normal working hours
      designated to him/her hereunder exclusively to the performance of his/her
      duties hereunder, and effectively perform his/her duties and make his/her
      best endeavors to ensure this satisfactory accomplishment of the
      assignment to him/her by
Party A.

              


      

      


      
        	
                 
      

              	
                6.2

              	
                perform
      his/her duties hereunder faithfully and diligently for Party A in
      accordance with the terms hereunder, the rules and policies of Party A and
      the applicable laws and regulations, engage in no activities which are in
      violation of any PRC laws or regulations or may be prejudicial to the
      interests of Party A, and seek no personal gains, directly or indirectly,
      by utilizing his/her position or power in Party
  A.

              


      

      


      Chapter 5 – Work Schedule,
Labor Protection and Working Conditions

      


      
        	
                7.

              	
                Party
      B shall work five (5) days per week, eight (8) hours per day, with the
      average working hours not exceeding forty (40) hours per
      week.  Party A may require Party B to work overtime due to the
      business needs and Party A shall pay Party B overtime pay in accordance
      with its overtime management rules and the relevant state
      regulations.

              


      

      


      
        	
                8.

              	
                Party
      A shall provide Party B with appropriate working conditions and facilities
      and with labor protection in accordance with the state standards and Party
      B shall comply with the rules and regulations of work safety and
      sanitation formulated by Party A.

              


      

      


      
        	
                9.

              	
                Party
      A will be responsible for providing education and training to Party B on
      business technologies, labor safety and sanitation and articles of
      association of Party A.

              


      

      


      Chapter 6 – Insurance,
Welfare and Leave

      


      
        	
                10.

              	
                The
      Parties shall pay premiums for social security insurance schemes such as
      Pension, Unemployment, Medical Insurance, etc. in accordance with relevant
      PRC laws and regulations.

              


      

      


      Chapter 7 – Labor
Discipline

      


      
        	
                11.

              	
                Party
      B shall abide by the Working Rules and articles of association stipulated
      by Party A pursuant to laws.  Party B shall strictly adhere to
      proper instructions and decisions of Party A, take care of all assets of
      Party A, and abide by professional
morality.

              


      

       

      
        
          
          

        

        
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          Employment
Contract

        

      

       

      
        	
                12.

              	
                In
      case Party B violates the Working Rules or articles of association of
      Party A, Party A may impose punishment to Party B in accordance with the
      Working Rules or articles of association of Party
  A.

              


      

      


      
        	
                13.

              	
                Party
      A has the right to require Party B to compensate the economic losses
      caused by Party B’s violation of relevant laws, Working Rules or articles
      of association of Party A.

              


      

      


      
        	
                14.

              	
                Party
      A has the right to appropriately amend its rules or articles of
      association at any time based on its business needs.  Party A
      shall notify Party B in any way Party A deems proper, including but not
      limited to, through notice, announcement, e-mail and memorandum of any
      such changes.

              


      

      


      
        	
                15.

              	
                Party
      B shall not take position in any other enterprise or company during
      working in Party A.  Any invention, creation, development,
      design, improvement, production made by Party B during working in Party A
      shall belong to Party A, and any intellectual property right arising from
      them (including but not limited to patent right, copyright, know-how)
      shall also belong to Party A.

              


      

      


      Chapter 8 –
Confidentiality

      


      
        	
                16.

              	
                Party
      B shall keep the proprietary and confidential information of Party A
      confidential and shall abide by any confidentiality rules set forth by
      Party A.  Party B shall not take, use of or disclose any
      material or information of Party A to any third party except on behalf of
      Party A's and with Party A's prior written consent.  Party B
      shall execute and abide by the Non-disclosure and Non-Competition
      Agreement (“Confidentiality Agreement”). Where Party B breaches the
      competition restriction obligation under the Confidentiality Agreement.
      Party B shall pay liquidated damages to Party A in accordance with
      Confidentiality Agreement.

              


      

      


      
        	
                17.

              	
                Party
      B agrees that Party A may disclose his/her personal information including,
      but not limited to, Party B’s name, address, nationality, position,
      payment. Bank account, this Contract and its renewal and amendment, as
      directly or indirectly required by Party A's reasonable business and
      operation.

              


      

      


      Chapter 9 – Modification,
Termination and Extension of the Employment Contract

      


      
        	
                18.

              	
                In
      case a modification occurs in the laws and administrative regulations that
      govern this Contract, the corresponding part of this Contract and
      appendixes shall he modified accordingly. In case a major change occurs in
      the circumstances under which this Contract was concluded or there is any
      conflict between this Contract and the relevant PRC laws and regulations,
      so that this Contract cannot be performed anymore, the relevant part of
      this Contract may be modified upon agreement between Party A and Party B
      through amicable consultation based on the requirements of the relevant
      PRC laws and regulations.

              


      

      


      
        	
                19.

              	
                This
      Contract may be terminated upon mutual agreement between Party A and Party
      B in writing.

              


      

       

      
        
          
          

        

        
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          Employment
Contract

        

      

       

      
        	
                20.

              	
                Party
      A shall have right to unilaterally terminate this Contract w immediate
      effect without any prior written notice under the following circumstances,
      and will notify Party B of such
termination:

              


      

      


      
        	
                 
      

              	
                20.1

              	
                The
      termination of this Contract during the probation (if any) period under
      Article 3 hereof:

              


      

      


      
        	
                 
      

              	
                20.2

              	
                Party
      seriously violates the labor disciplines or the rules or regulations of
      Party A (including but not limited to the Working Rules or articles of
      association of Party A);

              


      

      


      
        	
                 
      

              	
                20.3

              	
                Party
      B causes serious damage to the interests of Party A due to Party B's
      serious dereliction of his/her duties (including but not limited to,
      his/her duties under Article 7 hereof), or his/her engagement in
      malpractices for seeking personal
gains;

              


      

      


      
        	
                 
      

              	
                20.4

              	
                Party
      B has additionally established an employment relationship with another
      employer which materially affects the completion of his tasks with Party
      A. or Party B refuses to rectify the matter after the same is brought to
      his attention by Party A;

              


      

      


      
        	
                 
      

              	
                20.5

              	
                The
      Employment contract is invalid because Party B uses such means, as
      deception or coercion, or takes advantage of Party A’s difficulties, to
      cause Party A to conclude the employment contract. or to make an amendment
      thereto, which is contrary to Party A’s true intent;
  or

              


      

      


      
        	
                 
      

              	
                20.6

              	
                Party
      B is criminally prosecuted under the
law.

              


      

      


      
        	
                21.

              	
                Party
      A may terminate this Contract by serving 30 days’ prior written notice to
      Party B or giving Party B one month’s salary in lieu of notice in any one
      of the following circumstances:

              


      

      


      
        	
                 
      

              	
                21.1

              	
                where
      Party B, after undergoing a legally prescribed period of medical treatment
      and recuperation for an illness or a non-work-related injury, remains
      unable to carry out the original job, and is also unfit for the job
      otherwise assigned to Party B by Party
A;

              


      

      


      
        	
                 
      

              	
                21.2

              	
                where
      Party B is unable to fulfill the duties of his/her position to the
      standards required under the terms hereof or by Party A, and, despite
      undergoing further training or a transfer of his/her position, remains
      unable to do so;

              


      

      


      
        	
                 
      

              	
                21.3

              	
                where
      this Contract cannot he performed due to any major changes of any
      objective circumstances under which this Contract was concluded, and
      following consultation. Party A and Party B cannot agree upon the
      necessary modification to be made to this
  Contract.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          Employment
Contract

        

      

       

      
        	
                22.

              	
                The
      term “major changes of any objective circumstances” stipulated in Section
      27.3 includes but not limited to:

              


      

      


      
        	
                 
      

              	
                22.1

              	
                Merger
      of Party A into another business entity, or sale or transfer by Party A of
      substantial portion of the assets it owns to other enterprises or third
      parties;

              


      

      


      
        	
                 
      

              	
                22.2

              	
                Material
      adjustment in operative policy or material changes in operative situation
      of Party A;

              


      

      


      
        	
                 
      

              	
                22.3

              	
                Serious
      difficulty incurred in the operation of Party
A;

              


      

      


      
        	
                 
      

              	
                22.4

              	
                Entry
      into the period of clearing up, or stop of manufacture or business totally
      or partially by Party A:

              


      

      


      
        	
                 
      

              	
                22.5

              	
                Declaration
      of bankruptcy, dissolution or liquation by Party
  A;

              


      

      


      
        	
                 
      

              	
                22.6

              	
                Decision
      of Party A in ceasing the research and development which directly relates
      to Party B’s work according to the need of business development of Party A
      and/or the actual market situation;
or

              


      

      


      
        	
                 
      

              	
                22.7

              	
                Laws
      or regulations newly promulgated by the government that makes either Party
      or both Parties not able to perform this
  Contract.

              


      

      


      
        	
                23.

              	
                Party
      B may resign his/her job and terminate this Contract during the Contract
      term with a prior written notice of 30 days to Party A. With regard to
      Party A’s economic losses arising from Party B Party A shall have the
      right to deduct any such amount of economic losses from corresponding
      salary and any other remuneration due and payable to Party B and Party A
      shall still have the right to claim the uncompensated economic losses from
      Party B.

              


      

      


      
        	
                24.

              	
                In
      the event that Party A is close to bankruptcy or faces a bad business
      situation or serious difficulty in the operation, Party A shall explain
      the situation to its employees. After having solicited opinions from the
      employees, and reported the situation to the administrative department
      tier labor. Party A may terminate this
Contract.

              


      

      


      
        	
                25.

              	
                Party
      A shall not terminate this Contract in accordance with Articles 28 and 31
      hereof where Party 13:

              


      

      


      
        	
                 
      

              	
                25.1

              	
                is
      engaged in operations exposing him to occupational disease hazards and has
      not undergone a pre-departure occupational health check-up. or is
      suspected of having contracted an occupational disease and is being
      diagnosed or under medical
observation;

              


      

      


      
        	
                 
      

              	
                25.2

              	
                has
      been confirmed as having lost or partially lost his capacity to work due
      to an occupational disease contracted or a work-related injury sustained
      with the Employer;

              


      

      


      
        	
                 
      

              	
                25.3

              	
                is
      receiving medical treatment for diseases or injuries related to work
      within the stipulated period of
time;

              


      

      


      
        	
                 
      

              	
                25.4

              	
                is
      a female staff member during her pregnancy, maternity and lactation;
      or

              


      

       

      
        
          
          

        

        
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          Employment
Contract

        

      

       

      
        	
                 
      

              	
                25.5

              	
                has
      been working for the Employer continuously for not less than 15 years and
      is less than 5 years away from his legal retirement
  age:

              


      

      


      
        	
                 
      

              	
                25.6

              	
                finds
      himself in other circumstances stipulated in laws or administrative
      statues.

              


      

      


      
        	
                26.

              	
                In
      any of the following circumstances. Party B may terminate this
      contract:

              


      

      


      
        	
                 
      

              	
                26.1

              	
                Party
      A fails to pay the social insurance premiums for Party B in accordance
      with the law:

              


      

      


      
        	
                 
      

              	
                26.2

              	
                Where
      Party A forces Party B to work by means of violence, intimidation,
      detention or illegal restriction of personal freedom, or where Party B is
      instructed in violation of rules and regulations or peremptorily ordered
      by Party A to perform dangerous operations which threaten his personal
      safety;

              


      

      


      
        	
                 
      

              	
                26.3

              	
                Party
      A fail to pay labor remuneration in full and on time or fails to provide
      the labor protection or working conditions as agreed under this
      Contract.

              


      

      


      
        	
                 
      

              	
                26.4

              	
                The
      Employment contract is invalid because Party A uses such means as
      deception or coercion, or takes advantage of Party B's difficulties. to
      cause Party B to conclude the employment contract, or to make an amendment
      thereto, which is contrary to Party B's true
  intent;

              


      

      


      
        	
                 
      

              	
                26.5

              	
                Party
      A’s rules and regulations violate laws or regulations, thereby harming
      Party B’s rights and interests; or

              


      

      


      
        	
                 
      

              	
                26.6

              	
                Other
      circumstances in which laws or administrative statues permit Party B to
      terminate his employment contract

              


      

      


      Party B
may terminate the Contract forthwith without giving prior notice to Party A
under the circumstances of article 33.2.

      


      
        	
                27.

              	
                Upon
      the termination of this Contract. Party B shall cease conducting any
      activities on Party A's behalf or complete the uncompleted matters
      pursuant to Party A’s request, and settle all accounts with Party
      A.  Party B shall, within 3 days of the termination of this
      Contract, return all the property and hand over all files and documents
      (including but not limited to written documents and electronic documents)
      he or she has in his/her possession but is the property of Party A, and
      Party A may carry out the resign procedures with the confirmation of the
      aforesaid properties. tiles and documents and issue resign consent letter
      .  If Party B fails to complete the above hand-over
      procedures.  Party A could refuse to handle the procedures of
      termination for Party B and may set-off any amounts due to Party B for the
      losses Party A suffers therefrom.

              


      

      


      Chapter 10 – Economic
Compensation and Repayment

      


      
        	
                28.

              	
                Party
      A shall provide economic compensation and/or medical subsidies to Party B
      pursuant to relevant laws and regulations in case Party A terminates this
      Contract according to Article 26, 28 and 31 of this Contract and
      applicable laws and regulations.

              


      

       

      
        
          
          

        

        
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          Employment
Contract

        

      

       

      
        	
                29.

              	
                In
      case Party A fails to pay salary, economic compensation or medical
      subsidies to Party B according to relevant laws and regulations and
      stipulations of this Contract, Party A shall bear the statutory liability
      for indemnification to Party B.

              


      

      


      
        	
                30.

              	
                If
      Party B terminates this Contract in breach of the terms and conditions
      specified herein, Party B shall indemnify Party A for its losses incurred
      therefrom according to the relevant laws and
  regulations.

              


      

      


      
        	
                31.

              	
                Before
      Party B is trained at Party A’s expense, Party A may require Party B to
      execute an agreement. pursuant to which the service term may he prescribed
      and if Party B resigns from his/her job by breaching the service term
      stipulated in the Contract.  Party B shall at the time of
      resignation reimburse Party A for the training fees
  herein.

              


      

      


      Chapter 11 – Settlement of
Labor Disputes

      


      
        	
                32.

              	
                Any
      dispute arising out of the interpretation and performance of this contract
      shall be settled through friendly consultation between the Parties. If the
      parties fail to reach a solution through friendly consultation, one or
      both parties can bring such dispute to the competent Labor Dispute
      Arbitration Commission within sixty (60) days of the dispute. In case the
      parties have no disagreement to the arbitral award of such Labor Dispute
      Arbitration Commission, such arbitral award is Final and binding upon the
      parties. In case any party is not satisfied with the decision of the
      arbitration, the party may bring a lawsuit to the court having
      jurisdiction.

              


      

      


      Chapter 12 –
Miscellaneous

      


      
        	
                33.

              	
                Party
      B has been aware of and agreed to abide by the Working Rules, which will
      be provided to Party 13 from time to time, and shall be of the same legal
      validity with this Contract. However, this Contract shall prevail in the
      event of any conflict between the Working Rules and this
      Contract.

              


      

      


      
        	
                34.

              	
                Party
      A and Party B could execute the Agreement to Amend Employment Contract
      attached as Appendix B to revise partial provisions of this Contract, or
      conclude a new employment contract upon agreement of
      consultation.

              


      

      


      
        	
                35.

              	
                The
      invalidity and non-enforcement of any provision of this Contract shall not
      affect the validity of any other provision of this
    Contract.

              


      

      


      
        	
                36.

              	
                Failure
      or delay of any Party hereto to exercise a right under this Contract shall
      not constitute a waiver thereof:

              


      

      


      
        	
                37.

              	
                If
      there is any conflict between this Contract and the relevant laws and/or
      regulations, the provisions of the relevant laws and/or regulations shall
      prevail.

              


      

      


      
        	
                38.

              	
                This
      Contract shall become effective from the date or the execution hereof. In
      case both parties do not execute this Contract on the same day, the later
      date shall be the effective date of this
  Contract.

              


      

       

      
        
          
          

        

        
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          Employment
Contract

        

      

       

      
        
          	
                  Party
      A:  

                	

                  Beijing
      Jianxin Petrochemical 

                  Engineering
      Limited.

                	 
      	
                  Party
      B:  

                	 
      	 
      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  By:

                	 
      	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Name:

                	 
      	 
      	
                  Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Date:

                	 
      	 
      	
                  Date:

                	 
      	 
      


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

          Employment
Contract

        

      

      


      Appendix
A

      


      Agreement
to Renew Employment Contract

      


      
        	 
	
                The
      renewed terms of this Employment Contract shall come into force and effect
      as of the _____ day of ___, _____ and shall expire as of the _____ day of
      _____, _____.  All provisions of the original Employment
      Contract shall apply to this renewed Contract.

              
	 
      
	
                Party
      A (chop):

              	
                Party
      B (signature):

              
	 
      	 
      
	
                Date:

              	
                Date:

              
	 
      	 
      
	 
      
	
                The
      renewed terms of this Employment Contract shall come into force and effect
      as of the _____ day of ___, _____ and shall expire as of the _____ day of
      _____, _____.  All provisions of the original Employment
      Contract shall apply to this renewed Contract.

              
	 
      
	
                Party
      A (chop):

              	
                Party
      B (signature):

              
	 
      	 
      
	
                Date:

              	
                Date:

              
	 
      	 
      
	 
      
	
                The
      renewed terms of this Employment Contract shall come into force and effect
      as of the _____ day of ___, _____ and shall expire as of the _____ day of
      _____, _____.  All provisions of the original Employment
      Contract shall apply to this renewed Contract.

              
	 
	
                Party
      A (chop):

              	
                Party
      B (signature):

              
	 
      	 
      
	
                Date:

              	
                Date:

              
	 
      	 
      


      

      


      
        
          
          

        

        
          9