CONTRACT

       

      FOR

      2x300x104Nm3/d
Natural Gas treating Unit

      


      
        
          
            
              	
                      EQUIPMENT:

                    	 
      	
                      ORBIT
      BALL VALVE

                    
	 
      	 
      	 
      
	
                      CONTRACT
      NO:

                    	 
      	
                      07HKHAY07SPEC6711003

                    
	 
      	 
      	 
      
	
                      SIGNING
      DATE:

                    	 
      	
                      September
      28, 2007

                    
	 
      	 
      	 
      
	
                      SIGNING
      PLACE:

                    	 
      	
                      BEIJING,
      CHINA

                    
	 
      	 
      	 
      
	
                      DEFINITION

                    	 
      	 
      
	 
      	 
      	 
      
	
                      BUYER:

                    	 
      	
                      means
      China Petrochemical international Co Ltd., Beijing, P.R.. China registered
      under the laws of P.R. China.

                    
	 
      	 
      	 
      
	
                      SELLER:

                    	 
      	
                      means
      HUA SHEN TRADING (INTERNATIONAL) LIMITED, registered under the laws of
      Hongkong.

                    
	 
      	 
      	 
      
	
                      END-USER:

                    	 
      	
                      means
      Sinopec Zhongyuan Oilfield Company Rugang Branch registered under the laws
      of P.R. China.

                    
	 
      	 
      	 
      
	
                      CONTRACTOR:

                    	 
      	
                      means
      Sinopec Engineering Incorporation registered under the laws of P.R.
      China.

                    
	 
      	 
      	 
      
	
                      CONTRACT
      COMMODITIES:

                    	
                        

                    	
                      mean
      One Hundred Forty Four sets of Orbit Ball valve and the pertaining spare
      parts, special tools and the accessories supplied under the Contract, more
      details refer to Appendix 1 to the
Contract.

                    


            

          

        

      

       

      This
contract is made by and between the Buyer and the Seiler, whereby the Buyer
agrees to buy and the Seller agrees to sell the under-mentioned Contract
Commodities according to the terms and the conditions stipulated
below:

       

      
        	
                1.

              	
                OBJECT
      OF THE CONTRACT

              


      

       

      The Buyer
agrees to buy from the Seller and the Seller agrees to sell to the Buyer
CONTRACT COMMODITIES as well as supply the Technical Documentation as specified
in Appendix 1 to the Contract.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                2.

              	
                COUNTRY
      OF ORIGIN AND MANUFACTURERS

              


      

       

      CAMERON
VALVE AND MEASUREMENT GROUP/ USA

       

      
        	
                3.

              	
                PRICE

              


      

       

      The total
Contract price is USD 13,721,400.00 (Say Thirteen million seven hundred twenty
one thousand four hundred US Dollars only)

       

      The total
Contract price of the Contract is a firm and fixed price, The price of Contract
commodities is on the basis of FOB HOUSTON Seaport for the
balance (Inco terms 2000) .

       

      The
Seller shall dispatch his experienced, healthy and competent technical personnel
at his own expenses to the Buyer’ s plant site during erection and performance
test to provide relevant Technical Services free of charge until the CONTRACT
COMMODITIES have a stable and normal performance.

       

      The
Seller shall be responsible for the training of the technical personnel of the
Buyer at the seller’s expenses. The details are specified in Appendix I of the
Contract.

       

      The
packing cost of the CONTRACT COMMODITIES and the fee for Buyer’ s training at
site by the Seller are included in the total Contract price, Related Technical
Documentation is on the basis of DDU (Incoterms 2000) by the international
courier service to the attention and address as per Clauses 7.4 of the
Contract.

       

      The
breakdown prices of the Contract Commodities are specified in Appendix 2 to the
Contract.

       

      Unless
otherwise stipulated in the Contract, all the expenses for personnel dispatching
by one party to and maintaining them at the other party for execution of the
Contract shall be borne by the dispatching party.

       

      
        	
                4.

              	
                PAYMENT

              


      

       

      
        	
                4.1

              	
                All
      payment by the Buyer to the Seller under this Contract shall be made
      through the Buyer’ bank-Bank of China Head
      Office Banking Department  to the Seller’ s bank- Bank of Communication
      Co., Ltd. Hong Kong Bank for the Seller’s account. All payments, if
      any, by the Seller to the Buyer shall be made through the Seller’ s bank
      to the Buyer’ s bank for the Buyer’s account. The payment documents shall
      be transferred through the banks of both Parties. A1.1 banking charges in
      connection with payments by the BUYER incurred in BUYER’ S BANK shall be
      borne by the BUYER; all the rest banking charges shall be borne by the
      SELLER.

              


      

       

      
        	
                4.2

              	
                The
      total Contract price specified in Clause 3 of the Contract shall be paid
      by the Buyer to the Seller through the Buyer’ s bank, according to the
      following terms and
proportions:

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                4.2.1

              	
                Ten
      percent (10%) of the total Contract price viz.: USD1, 372,140.00 (say: One
      Million Three Hundred Seventy Two Thousand One Hundred Forty US DOLLARS
      only) shall be paid by the Buyer to the Seller by D/P after the effective
      date of the Contract as per Clause 15 . 3 hereof and within thirty (30)
      days after the Buyer has received the following documents submitted by
      Seller and found them in order:

              


      

       

      
        	
                A.

              	
                One
      (1) original and one (1) copy of an irrevocable letter of guarantee issued
      by the Seller’ s bank in favor of the Buyer ( Specimen as per Appendix 3 )
      ;

              


      

       

      
        	
                B.

              	
                One
      (1) photocopy of an Export License issued by the relevant authority or a
      letter issued by the relevant authority or the Seller stating that the
      said Export License is not
required;

              


      

       

      
        	
                C.

              	
                Proforma
      invoice covering 100% (one hundred percent) of the total Contract price in
      four (4) originals.

              


      

       

      
        	
                D.

              	
                Three
      (3) original and two (2) copies of commercial
  invoice;

              


      

       

      
        	
                4.2.2

              	
                The first delivery commodities,
      24 sets of orbit valves, value USD 2,286,900.00 (Say: Two Million
      Two Hundred Eighty Six Thousand Nine Hundred US DOLLARS only) .Buyer, upon
      receipt from the Seller of the delivery advice specified in Clause 7.1 of
      the Contract, shall, forty (40) days prior to the date of the first shipment, open
      en Irrevocable Letter of Credit (L/C) through the Buyer’ s bank in favor
      of the Seller covering eighty five percent (85%) of
      the first delivery commodities value. The L/C shall be valid until
      twenty-one (21) days after
shipment.

              


      

       

      Eighty five percent (85%) of the
first delivery commodities value, viz.:USD 1,943,865.00 (say: One
Million Nine Hundred Forty Three Thousand Eight Hundred Sixty Five US DOLLARS
only) shall be paid by the Buyer to the Seller as specified in Clause 3 of the
Contract after the Buyer has received the following documents submitted by the
Seller through the bank and found them in order. The SELLER shall present the
documents through his bank to the BUYER’ s bank for negotiation within
fifteen (15) days after the shipment.

       

      
        	
                A.

              	
                Two
      (2) original and three (3) copies of clean on board ocean Bill of Lading
      made out to order, blank endorsed, marked “FREIGHT TO COLLECT” and
      notifying Buyer’ s Shipping Agent at the port of
    destination.

              


      

       

      
        	
                B.

              	
                Three
      (3) original and two (2) copies of commercial invoice indicating the
      Contract number, names of the commodities under this shipment, value and
      amount of eight five percent (85%) and the total value of the commodities
      under this shipment;

              


      

       

      
        	
                C.

              	
                Two
      (2) original and three (3) copies of detailed packing
  list;

              


      

       

      
        	
                D.

              	
                One
      (1) original and one (1) copy of quality and quantity certificate issued
      by the manufacturer as specified in Clause 10.1 of the
      Contract;

              


      

       

      
        	
                E.

              	
                One
      copy of a fax as per Clause 7.3 of the Contract advising the shipment
      within forty-eight (48) hours after it is
made.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                F.

              	
                One
      copy of Seller’ s statement that the package is with IFPC Logo according
      to Appendix 5 indicating that the wooden packaging cases or crates have
      undergone anti-parasite and anti-mold treatment in case wooden package is
      used, or One (1) original and one (1) copy of the Declaration of non-wood packing
      material (specimen as per. Appendix
5).

              


      

       

      
        	
                G.

              	
                G.
      One (1) copy of the valid Pattern Approval Certificate for the concerned
      metering instrument issued by the State of Bureau of Technical Supervision
      of P. R. China or Seller’s statement indicating that there is no metering
      instrument included.

              


      

       

      
        	
                H.

              	
                One
      (1) copy of the valid Safety Quality Licensing Certificate(s) issued by
      the Ministry of Labor of the P. R. China for the boilers and pressure
      vessels concerned or Seller’s statement indicating that there are no
      boilers or pressure vessels
included.

              


      

       

      
        	
                I.

              	
                Seller’s
      statement with express mail receipt certifying 1/3 of original bill of
      lading, one original commercial invoice and packing list have been sent to
      the Buyer by express mail.

              


      

       

      
        	
                4.2.3

              	
                The second delivery
      commodities, 120 sets of orbit valves, value USD 11,434,500.00
      (Say: Eleven Million Four Hundred Thirty Four Thousand Five Hundred US
      DOLLARS ONLY) .Buyer, upon receipt from the Seller of the delivery advice
      specified in Clause 7.1 of the Contract, shall/. forty (40) days prior to
      the date of the second
      shipment, open an Irrevocable Letter of Credit (L/C) through the
      Buyer’s bank in favor of the Seller covering eighty five (85%) of the
      second delivery commodities value. The L/C shall be valid until twenty-one
      (21) days after shipment.

              


      

       

      Eight rive percent (85%) of the
second delivery commodities value, viz.: USD 9,719,325.00 (say: Nine
Million Seven Hundred Nineteen Thousand Three Hundred Twenty Five US DOLLARS
only) shall be paid by the Buyer to the Seller as specified in Clause 3 of the
Contract after the Buyer has received the following documents submitted by the
Seller through the bank and found them in order. The SELLER shall present the
documents through his bank to the BUYER’s bank for negotiation within fifteen
(15) days after the shipment.

       

      
        	
                A.

              	
                Two
      (2) original and three (3) copies of clean on board ocean Bill of Lading
      made out to order, blank endorsed, marked “FREIGHT TO COLLECT” and
      notifying Buyer’ s Shipping Agent at the port of
    destination;

              


      

       

      
        	
                B.

              	
                Three
      (3) original and two (2) copies of commercial invoice indicating the
      Contract number, names of the commodities under this shipment, value and
      amount of eighty five percent (85%) and the total value of the commodities
      under this shipment;

              


      

       

      
        	
                C.

              	
                Two
      (2) original and three (3) copies of detailed packing
  list;

              


      

       

      
        	
                D.

              	
                One
      (1) original and one (1) copy of quality and quantity certificate issued
      by the manufacturer as specified in Clause 10 .1 of the
      Contract;

              


      

       

      
        	
                E.

              	
                One
      copy of a fax as per Clause 7.3 of the Contract advising the shipment
      within forty-eight (48) hours after it is
made;

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                F.

              	
                One
      copy of Seller’s statement that the package is with IPPC Logo according to
      Appendix 5 indicating that the wooden packaging cases or crates have
      undergone anti-parasite and anti-mold treatment in case wooden package is
      used, or One (1) original and one (1) copy of the Declaration of non-wood packing material
      (specimen as per Appendix 5)
..

              


      

       

      
        	
                G.

              	
                One
      (1) copy of the valid Pattern Approval Certificate for the concerned
      metering instrument issued by the State of Bureau of Technical Supervision
      of P. R. China or Seller’ s statement indicating that there is no metering
      instrument included;

              


      

       

      
        	
                H.

              	
                One
      (1) copy of the valid Safety Quality Licensing Certificate(s) issued by
      the Ministry of Labor of the P. R. China for the boilers and pressure
      vessels concerned or Seller’s statement indicating that there are no
      boilers or pressure vessels
included;

              


      

       

      
        	
                I.

              	
                Seller’
      s statement with express mail receipt certifying 1/3 of original bill of
      lading, one original commercial invoice and packing list have been sent to
      the Buyer by express mail.

              


      

       

      
        	
                4.2.4

              	
                Five
      percent (5%) of the total Contract price, viz.: USD 686,070.00 (say: Six
      Hundred Eighty Six Thousand Seventy US DOLLARS only shall be paid by D/P
      by the Buyer to the Seller specified in Clause 3 of the Contract after the
      Acceptance of the Contract Commodities as specified in Clause 9.2 of the
      Contract and within thirty (30) days after the Buyer has received the
      following documents submitted by the Seller through the bank and found
      them in order:

              


      

       

      
        	
                A.

              	
                Two
      (2) copies of the Certificate of Acceptance of the Contract commodities
      signed by Seller and Contractor;

              


      

       

      
        	
                B.

              	
                One
      (1) original and one (1) copy of an irrevocable letter of Guarantee issued
      by Seller’ a bank in favor of Buyer for an amount equal to five percent
      (596-)
      of the Contract price as per clause 3 of the Contract ( Specimen as per
      Appendix 4)

              


      

       

      
        	
                C.

              	
                Three
      (3) original and two (2) copies commercial invoice In case the Seller is
      liable for paying the penal t y and/or compensation to the Buyer, the
      payment shall be telegraphic transfer within ten (10) days after the
      Seller has received the claim by the Buyer. Otherwise the Buyer shall have
      the right to deduct the amount from the invoice of any
      payment.

              


      

       

      
        	
                5.

              	
                PACKING
      AND MARKING

              


      

       

      
        	
                5.1

              	
                The
      Seller shall have the Contract Commodities strongly packed suitable for
      Long Distance Ocean and inland transportation and well protected against
      moisture, rust, shock, rough handling and numerous loading-unloadings. The
      Seller shall be liable for any rust, damage and losses attributed to
      inadequate or improper protective measures taken by the Seller with regard
      to the packing.

              


      

       

      
        	
                5.2

              	
                Seller
      shall mark the following on the four (4) adjacent sides of each package
      with fadeless paint in conspicuous English printed Contract number,
      destination, package number, gross weight, measurement ( length X width X
      height in each) and the words THIS SIDE UP, HANDLE WITH CARE, KEEP DRY as
      well as the following shipping mark and the
  Consignee

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      Consignee:
China Petrochemical International Company

       

      Shipping
Mark:       07HICHAY07SPEC671101)3

       
SHANGHAI, Seaport, CHINA

       

      Should
any package weigh two (2) or more than two (2) metric tons, the hoisting
position shall be marked so as to facilitate loading, unloading and
handling.

       

      Each
package of Contract commodities shall be attached with detailed packing lists in
2 (two) copies and each kind of commodity of part of component, especially of
spare parts shall be attached with an individual label indicating description
and identification number.


       

      
        	
                5.3

              	
                In
      case wooden package is used, Seller shall also mark the relevant
      information as specified in Appendix 6-1 of Contract include the IPPC
      Logo, Country Code, Unique number assigned by NPPO to the producer or the
      WPM, and the method of the treatment( “HT” for heat treatment or “MB” for
      methyl bror) , etc. with fadeless paint on each
  package.

              


      

       

      
        	
                6.

              	
                DELIVERY
      AND INSURANCE

              


      

       

      
        	
                6.1

              	
                TIME
      OF DELIVERY: The first Shipment on or before May 10, 2008 The second
      shipment on or before September 5,
2008

              


      

       

      Detailed
schedule refer to the Appendix 2.

       

      
        
          
            
              
                
                  	
                          6.2

                        	
                          PORT
      OF SHIPMENT:        Main
      Seaport of
USA

                        


                

              

            

          

        

      

       

      
        	
                6.3

              	
                PORT
      OF DESTINATION: Shanghai Seaport, P.R.
China

              


      

       

      
        	
                6.4

              	
                INSURANCE:
      To be covered by the Buyer upon receipt of the Seller’s shipping advice as
      per Clause 7.3 of the Contract

              


      

       

      
        	
                6.5

              	
                The
      Buyer shall, ten (10) days before the estimated date of readiness, notify
      the Seller of the detailed information of Buyer’ s loading port shipping
      agent for the Seller to arrange for shipment. At the same time, the Seller
      shall keep close contact with the Buyer’ s shipping
  agent.

              


      

       

      
        	
                6.6

              	
                Should
      the vessel fail to arrive at the port of loading within thirty days (30)
      after the arrival date advised by the Buyer, the Buyer shall bear the
      storage and insurance expenses incurred form the thirty-first (31st) day.
      However this shall not exempt the Seller’ s responsibility for delivery of
      the Contract Commodities.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        	
                6.7

              	
                The
      Seller shall be liable for any dead freight or demurrage if the Contract
      Commodities are not ready for loading after the carrying vessel has
      arrived at the port of shipment.

              


      

       

      
        	
                6.8

              	
                Transhipment is not allowed.
      Flat rack shall be used.

              


      

       

      
        	
                7.

              	
                SHIPPING
      ADVICE

              


      

       

      
        	
                7.1

              	
                The
      Seller shall forty (40) days before the readiness of shipment stipulated
      in the Contract, advise the Buyer by fax the Contract number, name of
      Commodities, number of packages, value, package number, gross weight,
      volume, estimated measurement and date of
  readiness.

              


      

       

      
        	
                7.2

              	
                If
      any piece of Equipment exceeds twenty (20) metric tons in weight, twelve
      (12) meters in length, two point seven (2.7) meters in height and/or two
      point seven (2.7) meters in width, the Seller shall airmail the Buyer a
      sketch in four (4) copies of the said oversized item (one (1) copies for
      the Buyer and three () copies for the End-user) within three (3) months
      after Effective Date. This information shall be the basis for the Seller
      to deliver the oversized item after confirmation by the
    Buyer.

              


      

       

      
        	
                7.3

              	
                The
      Seiler shall, within forty-eight (48) hours after the completion of the
      loading of the Contract Commodities, advise the Buyer and Buyer’s shipping
      agent at the port of destination by far of the Contract number, names of
      the Commodity, quantity, total volume, gross weight, net weight, invoice
      number and value, date and number of Bill of Lading, name of the vessel
      and estimated date of arrival. In case the Buyer fails to arrange
      insurance in time due to the Seller not having advised in time, all the
      costs and expenses related thereto (including the value of the commodity)
      shall be borne by the Seller.

              


      

       

      The
address of Buyer’ s shipping agent at the port of destination shall be informed
by the Buyer to the Seller before shipment.

       

      
        	
                7.4

              	
                The
      date of the Bill of Lading shall be considered as the actual date of
      delivery.

              


      

       

      
        	
                7.5

              	
                Within
      seven (7) days for commodities transported from USA or Europe, two (2)
      days for commodities transported from Japan or Korea after completion of
      loading of each shipment, the Seller shall send the Buyer the following
      documents by the international courier service and one (1) set of them by
      fax to the BUYER (The details as per Clause r
  18.6).

              


      

       

      
        	
                A.

              	
                One
      (1) original and one (1) copy of Bill of Lading specified in Clause 4.2.2
      and 4.2.3 of the Contract for the
balance;

              


      

       

      
        	
                B.

              	
                One
      (1) original and one (1) copy of detailed packing
  list;

              


      

       

      
        	
                C.

              	
                One
      (1) original and one (1) copy of quality and quantity certificates as
      specified in Clause 10.1 of the
Contract;

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                D.

              	
                One
      (1) original and two (2) copies of Quarantine Certificate as specified in
      item F of Clause 4.2 of the
Contract;

              


      

       

      
        	
                E.

              	
                One
      (1) original and one (1) copy of commercial
  invoice

              


      

       

      
        	
                F.

              	
                One
      copy of the valid Pattern Approval Certificate as specified in item G of
      Clause 4.2 of the Contract;

              


      

       

      
        	
                G.

              	
                One
      copy of the valid Safety Quality Licensing Certificate (s) as specified in
      item H of Clause 4.2 of the
Contract;

              


      

       

      
        	
                H.

              	
                One
      (1) original and one (1) copy of the Declaration of non-coniferous wood
      packing material or Declaration of non-wood packing material (specimen as
      per Appendix 5);

              


      

       

      
        	
                I.

              	
                Seller’s
      statement that Seller had delivered one set of documents as specified in
      Clause 7.5 of Contract together with the shipment of contract
      commodities.

              


      

       

      
        	
                8.

              	
                PENALTY
      OF DELAY DELIVERY

              


      

       

      
        	
                8.1

              	
                If
      the delivery is delayed due to the Seller’s reason, the Seller agrees to
      pay the Buyer penalty for such delay in delivery at the following
      rates:

              


      

       

      
        
          
            
              
                	
                        Delay in time

                      	 
      	
                        Penalty per week of the value of the

                        Contract price

                      
	
                        one
      weeks

                      	
                          

                      	
                        1.0%

                      


              

            

          

        

      

       

      The
maximum of the penalty shall not exceed 10% of the Contract value.

       

      
        	
                8.2

              	
                If
      the delivery of the documentation for payment as specified in Clause 4.2.2
      can not be submitted to Seller’s bank within seven (7) working days after
      delivery and/or transportation documentation as specified in Clause 7.5 is
      delayed and/or the above mentioned documentation can not meet the
      requirements as specified in the Contract and need to be re-supplied by
      the Seller and/or status reports according to the clause 18.5 of the
      contract are not submitted or submitted delayed and thus be deemed as
      delay due to the Seller’s reason, the Seller agrees Lo pay the Buyer
      penalty for such delay in delivery at the following
  rates:

              


      

       

      
        
          
            
              
                	
                        Delay in time

                      	 
      	
                        Penalty per week of the value of the

                        Contract price

                      
	
                        1-3
      weeks

                      	 
      	
                        0.1%

                      
	
                        4-6
      weeks

                      	 
      	
                        0.2%

                      
	
                        over
      6 weeks

                      	
                          

                      	
                        0.3%

                      


              

            

          

        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                8.3

              	
                A
      delay of more than three (3) days but less than one (1) week shall be
      counted as one (1) week. The payment of the penalty shall constitute the
      final settlement of Seller’ s liability in regard to late delivery, but
      shall not release Seller from his obligation to continue the delivery of
      the delayed Contract Commodities and Technical Documents In case the
      Seller fails to make the delivery ten (10) weeks later than the time of
      shipment stipulated in Clause 6.1of the Contract, the Buyer shall have the
      right to cancel the Contract and the Seller, despite of the cancellation,
      shall still pay the aforesaid penalty to the Buyer without
      delay.

              


      

       

      If the
CONTRACT is cancelled, the SELLER shall be obligated to refund to the BUYER the
amount of all payments made by the BUYER under Clauses 3 and 4 of this
CONTRACT

       

      
        	
                9.

              	
                GUARANTEE,
      ACCEPTANCE AND COMPENSATION

              


      

       

      
        	
                9.1

              	
                The
      Seller shall guarantee that the Contract Commodities are brand new and
      unused, made out of the best materials with first class workmanship, and
      complies in all respects with the quality, specifications and performance
      as stipulated in the Appendix 1 to the
Contract.

              


      

       

      
        	
                9.2

              	
                Mechanical
      test-run and performance test shall be carried out according to Appendix 1
      to the Contract, If all guarantee figures as specified in Appendix 1 to
      the Contract are fulfilled in mechanical test-run and performance test, a
      certificate of Acceptance of the Contract Commodities shall be signed by
      both parties within three (3) days in quadruplicate, two (2) copies for
      each party. This shall mean Acceptance of the Contract Commodities by the
      Buyer.

              


      

       

      If any
guarantee figures as stipulated in Appendix 1 to the Contract are not fulfilled
in the mechanical test-run and performance test, the Seller shall, at his own
cost, make necessary repair, replacement and/or modifications to the Contract
Commodities as quickly as possible within the period agreed upon by both parties
without affecting the start-up schedule. Such improvement by the Seller shall
continue until all guarantee figures are fulfilled.

       

      If the
above mentioned repair, replacement and/or modifications should be carried out
at the plant site, all the cost shall be borne by the Seller according to the
final calculation made by both parties in accordance with the records of such
repair, replacement and/or modifications. Should it be necessary to send any
item outside plant site or China for repair or replacement, all the cost and
risks for transportation, repair or replacement and/or modification shall be
borne by the Seller. The Seller shall deliver the re-supplied item up to the
plant site as soon as possible without affecting the start-up
schedules.

       

      During
the period from such tests through Acceptance of the Contract Commodities,
should the Buyer’s stored spare parts be used by the Seller due to the
Above-mentioned repair, replacement and/or modifications, the Seller shall
replenish the stores with the same in time.

       

      
        	
                9.3

              	
                The
      mechanical guarantee period shall be twelve (12) months for the Contract
      Commodities and eighteen (18) months for the spare parts from the date of
      signing the certificate of Acceptance of the Contract Commodities. At the
      expiration of the mechanical guarantee period, a certificate for the
      expiration of the mechanical guarantee period shall be issued by the
      Seller and to be counter-signed by the
Buyer.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        	
                9.4

              	
                Should
      the Contract Commodities supplied by the Seller be found defective (except
      normal wear and tear) during the mechanical I guarantee period. The Buyer
      shall inform the Seller immediately by fax. The Buyer’ s notice within
      thirty (30) days after the expiration of the guarantee period shall still
      be considered effective . The Seller shall within seven (7) working days
      after receiving the Buyer’s notice fax dispatch his personnel to the plant
      site for settlement.

              


      

       

      
        	
                10.

              	
                INSPECTION
      AND CLAIMS

              


      

       

      
        	
                10.1

              	
                The
      Seller shall carry out the design, selection of material, inspection and
      test for Contract Commodities supplied by the Seller according to the
      existing international standards and codes as specified in Appendix
      l.

              


      

       

      The
Seller shall, before delivery, make a precise and comprehensive inspection of
the Contract Commodities with regards to the quality, specification, performance
and quantity/weight and issue certificates certifying that the Contract
Commodities are in accordance with the stipulations of the this
Contract.

       

      But the
above mentioned inspection should not be considered as final with respect to
quality, specification, performance and quantity/weight. Particulars and results
of the test carried out by the manufacturer must be attached to the quality
certificate.

       

      Before
the shipment, the Buyer shall have a right to send its inspectors at his own
expense to the Seller’s workshop. The Buyer’s inspectors shall not sign any
certificate and/or documentation during their inspection period. Such inspection
shall not substitute the inspect ion and test of the Contract Commodities at the
plant site.

       

      
        	
                10.2

              	
                Before
      start of erection of the Contract Commodities, the Buyer shall organize
      the open-package inspection at the job-site on quality, specification and
      quantity. The Seller may participate in the inspection at its own
      expenses. However, the Buyer is entitled to do the inspection
      independently if the Seller fails to be present at the inspection. Should
      the quality, specifications and quantity of the Contract Commodities be
      not in conformity with the Contract due to the Seller’s reason, the Buyer is
      entitled to claim for repair, replacement and/or compensation from the
      Seller according to the inspection certificates issued by the General
      Administration of Quality Supervision, Inspection and Quarantine of the
      People’s Republic of China. All expenses thus incurred including
      inspection charges, freight for returning and re-sending the Contract
      Commodities , insurance, storage and loading and unloading Charges as well
      as dispatch of the Seller’s personnel, etc. shall be born by the
      Seller.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                10.3

              	
                During
      the mechanical guarantee period, should defects or damages of the Contract
      Commodities are found due to the Seller’s reason, the Buyer shall
      immediately notify the Seller and place forward a claims supported by
      Inspection Certificate issued by the General Administration of Quality
      Supervision, Inspection and Quarantine of the People’ s Republic of China.
      The certificate so issued shall be accepted as the basis of a claim. The
      Seller, in accordance with the Buyer’ s claim shall be responsible for the
      immediate elimination of the defects, complete or partial replacement of
      the commodity or shall devaluate the commodity according to the state of
      defects. Where necessary, the Buyer shall be at liberty to eliminate the
      defects by itself at the Seller’ s expenses if the Seller fails to reply
      to the Buyer within ten (10) days after receipt of the aforesaid claim,
      where the claim shall be regarded as accepted by the
    Seller.

              


      

       

      
        	
                11.

              	
                FORCE
      MAJEURE

              


      

       

      Should
either party be prevented from executing the Contract due to the case of force
majeure such as war, severe earthquake, typhoon, flood or any other cases which
will be recognized by both partied as force majeure, the prevented party shall
inform the other party immediately by fax and within fourteen (14) days airmail
a certificate issued by the concerning authorities where the accident s occurs
for the other party’ s acceptance of the occurrence. Neither party shall have
right to claim on the other. Under such circumstances, both parties shall still
make all necessary efforts to continue the execution of the Contract. In case
one party is prevented from force majeure for ten (10) continuous weeks or
longer, the other party shall have the right to cancel the
Contract.

       

      
        	
                12.

              	
                TAXES

              


      

       

      
        	
                12.1

              	
                All
      taxes, customs and duties in connection with, the execution of the
      Contract levied by the Chinese Government on The Buyer in accordance with
      the tax laws in effect shall be borne by the
  Buyer.

              


      

       

      
        	
                12.2

              	
                All
      taxes, customs and duties in connection with the execution of Contract
      levied by the Chinese Government on the Seller in accordance with tax laws
      in effect shall be borne by the
Seller.

              


      

       

      
        	
                12.3

              	
                All
      the taxes arising outside the mainland of P. R. China in connection with
      the execution of Contract shall be born by the
  Seller.

              


      

       

      
        	
                12.4

              	
                The
      said tax on the Seller as per Clause 12.2 hereof be withheld by the Buyer
      from the payment under Clause 4 of the Contract and paid to the relevant
      tax authorities by the Buyer for the Seller. The Buyer shall submit the
      original and one copy of relevant tax receipts issued by the Chinese tax
      authorities to the seller by courier service within fifteen (15) days
      after Buyer’s receipt of the same.

              


      

       

      
        	
                13.

              	
                ARBITRATION
      AND GOVERNING LAW

              


      

       

      
        	
                13.1

              	
                All
      disputes in connection with this Contract or the execution thereof shall
      be settled through friendly negotiation. If no settlement can be reached
      the disputes shall be submitted to China International Economic and Trade
      Arbitration Commission for arbitration which shall be conducted in
      accordance with the Commission’s arbitration rules in effect at the time
      of applying for arbitration.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
        	
                13.2

              	
                The
      arbitration award shall be final and binding upon both parties and shall
      be carried out by both parties.

              


      

       

      
        	
                13.3

              	
                In
      the course of arbitration, both parties shall continue to execute the
      Contract except those under
arbitration.

              


      

       

      
        	
                13.4

              	
                The
      arbitration fee shall be borne by the losing
  party.

              


      

       

      
        	
                13.5

              	
                This
      Contract shall be governed by and construed in accordance with the laws of
      the People’s Republic of China.

              


      

       

      
        	
                14.

              	
                LEGAL
      ADDRESS

              


      

       

      BUYER:

       

      CHINA
PETROCHEMICAL INTERNATIONAL COMPANY

      
        ADDRESS:
A6 HuiYinDong Street, Chaoyang District, Beijing, China
100029

      

      
        	
                 
      

              	
                Tel
      No.

              	
                +86-10-6499
      9307

              


      

      
        	
                 
      

              	
                Fax
      No.:

              	
                +86-10-6499
      9348

              


      

       

      SELLER:

      RUA SEEN
TRADING (INTERNATIONAL) LIMITED.

       

      ADDRESS:    
8’n
floor, Suite 1, New Henry House, 10 Ice House Street,

      Central
Hong Kong.

      
        	
              	
                Tel No.:

              	
                +852-28681888

              


      

      
        	
              	
                Fax No.:

              	
                +852-28682678

              


      

       

      
        	
                15.

              	
                CONFIDENTIALITY

              


      

       

      
        	
                15.1

              	
                The
      Seller shall not, without the Buyer’ s prior written consent, disclose the
      Contract, or any provision thereof, or any specification, plan, drawing,
      pattern, sample, or information furnished by or on behalf of the Buyer in
      connection therewith, to any person other than a person employed by the
      Seller in the performance of the Contract. Disclosure to any such employed
      person shall be made in confidence and shall extend only as far as may be
      necessary for purposes of such
performance.

              


      

       

      
        	
                15.2

              	
                The
      Seller shall not, without the Buyer’ s prior written consent, make use of
      any document or information enumerated in Clause 5.1 except for purpose of
      performing the Contract.

              


      

       

      
        	
                15.3

              	
                Any
      documents, other than the Contract itself, enumerated in Clause shall
      remain the property of the Buyer and shall be returned (including all
      copies) to the Buyer on completion of the Seller’ s performance under the
      Contract if so required by the
Buyer.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        	
                16.

              	
                Warranty
      and Liability

              


      

       

      
        	
                16.1

              	
                The
      Seller warrants that the Contract Commodity supplied under the Contract
      are new, unused, of the most recent or current models, and those they
      incorporate all recent improvements in design and materials unless
      provided otherwise in the Contract . The Seller further warrants that all
      Contract Commodity supplied under the Contract shall have no defect,
      arising from design, materials, or workmanship (except when the design
      and/or material is required by the Buyer’s specifications) or from any act
      or omission of the Seller, that may develop under normal use of the
      supplied Contract Commodity in the conditions prevailing in the country of
      final destination.

              


      

       

      
        	
                16.2

              	
                The
      Seller shall indemnify the Buyer against all third-party claims of
      infringement of patent, trademark, copyright or other intellectual
      property rights arising from use of the Contract Commodity or any part
      thereof in the P.R. China.

              


      

       

      
        	
                17.

              	
                Change
      Orders

              


      

       

      
        	
                17.1

              	
                The
      Buyer may at any time, by a written order given to the Seller make changes
      within the general scope of the Contract in any one or more of the
      following:

              


      

       

      
        	
                 
      

              	
                1)

              	
                drawings,
      designs, or specifications, where Contract Commodity to be furnished under
      the Contract are to be specifically manufactured for the
      Buyer;

              


      

       

      
        	
                 
      

              	
                2)

              	
                the
      method of shipment or package;

              


      

       

      
        	
                 
      

              	
                3)

              	
                the
      place of delivery; and/or

              


      

       

      
        	
                 
      

              	
                4)

              	
                The
      Services to be provided by the
Seller,

              


      

       

      
        	
                17.2

              	
                If
      any such changes cause an increase or decrease in the cost or the time
      required for, the Seller’ s performance of any provisions under the
      Contract, an equitable adjustment shall be made in the Contract Price
      and/or delivery schedule, and the Contract shall accordingly be amended.
      Any claims by the Seller for adjustment under this clause must be asserted
      within thirty (30) days from the date of the Seller’ s receipt of the
      Buyer’ s change order.

              


      

       

      
        	
                18.

              	
                MISCELLANEOUS

              


      

       

      
        	
                18.1

              	
                The
      Contract is made in English; Appendix 1 to 5 to the present Contract shall
      be integral parts of the Contract and shall have the same force as this
      CONTRACT itself . However, in case certain content of Appendices to this
      CONTRACT is not in conformity with the DEFINITIONS and/or Clause 1 to 18
      of this CONTRACT, the DEFINITIONS and Clause 1 to 18 of this CONTRACT
      shall prevail.

              


      

       

      
        	
                18.2

              	
                The
      Contract is signed in six (6) originals,
      five (5)
      for the Buyer and one (1) for the
Seller.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                18.3

              	
                The
      Contract is signed by the authorized representatives of both parties on
      Beijing in Sep. 28th,
      2007, and shall become effective by the Buyer’s official
      notification.

              


      

       

      
        	
                18.4

              	
                Any
      modification to the Contract shall be made in written form and signed by
      the authorized representatives of both parties to constitute integral
      parts of the Contract , and shall have the same force as Contract
      itself.

              


      

       

      
        	
                18.5

              	
                Seller
      agrees to provide Buyer the overall fabrication and materials procurement
      schedule of the Contract Commodities within one (1) month after the
      effective date of Contract. Seller also agrees to provide Buyer monthly
      status reports (within first week of each month) of the status of the
      fabrication and/or materials procurement ( 3 ) months before the delivery
      date specified in Clause 6.1 of the Contract. In case any critical or
      important issues that will influence the delivery date of the Contract
      Commodities, the Seller is obliged to notify Buyer within three (3) days
      after it first is notified or otherwise becomes aware, of such influence
      to the delivery date.

              


      

       

      
        	
                18.6

              	
                Buyer
      will nominate a third party to inspect the production of the Contract
      Commodities, with providing no interruption on normal production; Seller
      will pay the fee of the inspection with total of forty thousand
      USD.

              


      

       

      
        	
                18.7

              	
                The
      contact procedures

              


      

      


       

      
        	
                18.7.1

              	
                TO
      BUYER:

              


      

       

      All issue
related to the execution of this CONTRACT, for the attention of

       

      Mr. Yue
min

       

      CHINA
PETROCHEMICAL INTERNATIONAL COMPANY

       

      ADDRESS:
A6 BuiXinDong Street, Chaoyang District, Beijing, China 100029

        Tel No. : +86 10 6499
9307

        Fax No.; +86 10 6499
9398

        Email:wzb0402@sinopec.com.cn

       

      
        18.7.2 
TO
SELLER:

      

       

      For the
attention of

       

      Mr. Zhou
Xibin

       

      HUA SHEN
TRADING (INTERNATIONAL) LIMITED

       

      ADDRESS:
8th floor, Suite 1, New Henry House, 10 Ice House Street, Central Hong
Kong.

      Tel No.: 
+852-28681888

      Fax No.: 
+852-28682678

      E-mail :   
zxb@beijinghuashen.com


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        	
                18.8

              	
                Appendices

              


      

       

      
        
          
            	
                    Appendix
      1

                  	 
      	
                    Technical
      Documentation

                  
	 
      	 
      	 
      
	
                    Appendix
      2

                  	 
      	
                    Break-down
      price

                  
	 
      	 
      	 
      
	
                    Appendix
      3

                  	 
      	
                    Specimen
      of Letter of Guarantee Issued by the Seller’s Bank (Down
      payment)

                  
	 
      	 
      	 
      
	
                    Appendix
      4

                  	 
      	
                    Specimen
      of Letter of Guarantee Issued by the Seller’s Bank (Mechanical
      Guarantee)

                  
	 
      	 
      	 
      
	
                    Appendix
      5.

                  	 
      	
                    The
      Seller’ s Declaration of Non-Coniferous Wood Packing
    Material.

                  
	 
      	
                      

                  	
                    The
      Seller’ s Declaration of Non-Wood Packing
  Material

                  


          

        

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      SIGNATURE

       

      For and
an behalf of ______________________________________  For and on behalf
of

      


      
        
          
            
              
                	
                        BUYER:

                      	 
      	
                        SELLER:

                      
	 
      	
                          

                      	 
      


              

            

          

        

      

       

      For and
on behalf of For and on behalf of

      


      
        
          
            
              
                
                  
                    	
                            END

                          	 
      	
                            USER:
      CONTACTOR:

                          
	 
      	 
      	 
      
	 	 	 
	 	 	 
	
                            Sinopec
      Zhongyuan Oilfield

                            Company
      Puguang Branch

                          	
                              

                          	
                            Sinopec
      Engineering
Incorporation

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      Appendix
3 Specimen of Irrevocable Letter of Guarantee for down-payment

       

      To
Beneficiary

      Re:
Irrevocable Letter of Guarantee

      No.:

      Date:                                                                                                            

       

      With
reference to contract No.       
           
(hereinafter referred to as “Contract”) signed on ________ between
your company (hereinafter referred to as “the Buyer”) and (hereinafter referred
to as “ the Seller”) , covering the supply of as defined under Clause 1 of the
Contract amounting to USD (Say: US Dollar ) , regarding the Seller’s obligations
to make refund of the advance payment under Contract, we hereby undertake as
follow:

       

      Our
liability under this Irrevocable Letter of Guarantee shall be limited to 10%
(ten percent) of the total Contract price as stipulated in Clause 3 of Contract:
USD ________ (Say: US Dollar      )

       

      Within
ten (10) days after receipt of your written notice demanding refund from the
Seller due to the Seller’s failure to fulfill its obligations under Contract, we
shall unconditionally refund to you or your order up to the amount paid by you
to the Seller according to Clause 9.2.1 of Contract, USD
________  (Say: US Dollar ___________) together with interest at the
rate of 5% (five percent) per annum from the date of your payment of this amount
up to the date of actual refund.

       

      The
amount guaranteed under this Irrevocable Letter of Guarantee will be reduced
automatically in proportion to each payment actually made by the Buyer to the
Seller.

       

      This
Irrevocable Letter of Guarantee shall become effective on its opening date and
shall remain valid until the thirtieth (30th) day
after the date of the last shipment for Contract Commodities.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      Appendix
4 Specimen of Letter of Guarantee for Mechanical Guarantee

       

      To:
Beneficiary

      Re:
Irrevocable Letter of Guarantee

      No.:

      Date:

       

      With
reference to contract No.                   
(hereinafter referred to as “Contract”) signed
on            
 between your company (hereinafter referred to as “the Buyer.”) and
(hereinafter referred to as “ the Seller”) , covering the supply of as defined
under Clause 1 of the Contract amounting to USD ________ (Say: US Dollar
_____), regarding the Seller’s obligations for Mechanical Guarantee to the
commodities and spare parts under the Contract, we hereby undertake as
follow:

       

      Our
liability under this Irrevocable Letter of Guarantee shall be limited to 5%
(five percent) of the total Contract price as stipulated in Clause 3 of
Contract: USD ________  (Say: US Dollar     
)

       

      Within
ten (10) days after receipt of your written notice demanding refund from the
Seller due to the Seller’s failure to fulfill. .:its obligations under Contract,
we shall unconditionally refund to you or your order up to the amount paid by
you to the Seller according to Clause 4.2.3 of Contract:
USD               
(Say: US Dollar ___________) together with interest at the rate of 5% (five
percent) per annum from the date of your payment of this amount up to the date
of actual refund.

       

      This
Irrevocable Letter of Guarantee shall become effective on its opening date and
shall remain valid until the thirtieth (30th) day
after the date of the expiration of the mechanical guarantee period for Contract
Commodities and spare parts.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      Appendix
5

      The
Seller’ s Declaration of Non-Wood Packing Material and IPPC logo
Sample

       

      To the
Service of General Administration of Quality Supervision, Inspection and
Quarantine of the People’s Republic of China:

       

      It is
declared that this shipment                      
           
(commodity)                            
(quantity/weight) does not contain wood packing materials.

      


      
        
          	
                  Name
      of Export. Company;

                
	
                  (Stamp
      or Signature of Director)

                
	 
      
	
                  Date:

                


        

      

       

      IPPC
LOGO:

       

      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      Side
Letter of contract

       

      
        	
                1.

              	
                The
      Seller shall dispatch his experienced, healthy and competent technical
      personnel at his own expenses to the Buyer’ s plant site during erection
      and performance test to provide relevant Technical Services free of charge
      until the CONTRACT COMMODITIES have a stable and normal
      performance.

              


      

       

      
        
          	
                  2.

                	
                  The
      Seller shall be responsible for the training of the technical personnel of
      the Buyer at ________.
      The details are specified in
      Appendix              
      of
      the Contract.

                


        

      

       

      
        	
                3.

              	
                The
      packing cost of the CONTRACT COMMODITIES.
      and the fee for Buyer’s training at  by the Seller are included
      in the total Contract price, Related Technical Documentation is on the
      basis of DDU (Incoterms 2000) by the international courier service to the
      attention and address as per Clauses 7.4 of the
  Contract.

              


      


      
        
           


        

        
          20