Unassociated Document


    English
      Translation

    


    Exhibit
      10.10

    Translation
      of PetroChina International Co., LTD (CHINAOIL) SAP System Optimization Project
      Contract

    


     

    Party
      A:
      PetroChina International Co., LTD (CHINAOIL)

    China
      United Petroleum Co., LTD

    


    Contract
      code: 

    Signed
      at:
      Beijing

    Address:
      

    Contact:
      Jiao Yu-Hui    Tel: 

    


    Party
      B:
      Pansoft (Jinan) Company Limited 

    Address:
      Storey 3, Qilu Software Park Building, High-tech Development Zone,
      Jinan

    Contact:
      Ren Bingzhang    Tel:86-88871161


    The
      signing date: January 14, 2008 

    


    


    Article
      1 The project content, project implementation process and coverage


    


    1.
      The
      two parties shall implement the contract, according to the working contents
      of
      the tender invitation of Petrochina International Co., LTD (CHINAOIL) SAP System
      Optimization Project and the procedure amendment contents and the module
      optimization contents as specified in the requirement list confirmed by the
      two
      parties; 

    2.
      Accomplish system configuration, testing, on-line preparation, on-line switch
      and monthly support work to serve an extra 10 companies of Part A; 

    3.
      finish
      up the remaining issues in the process of the initial implementation according
      to the confirmed requirement list; 

    4.
      Provide system knowledge training like background configuration to key users,
      and support the key users with their training operators; 

    5.
      Provide needed remote technical support and network service support in
      accordance with the actual conditions, or provide on-site technical support,
      depending on the nature of the problem; 

    6
      The
      requirement documents and the project implementation schedule(which provides
      the
      deadline of the project) delivered at the analysis stage and confirmed by the
      two parties serve as the annex to this Contract; 

    


    Article
      2 The total amount, payment terms and the implementation process


    The
      total
      amount of this Project: nine hundred and twenty thousand ( RMB 920,000.00);
      

    1
      Within
seven
      working
      days after this Contract coming into force, Party A shall pay Party B
30
      percent
      of the
      total contract price, two
      hundred and seventy-six thousand yuan (RMB
      276,000);
      

    2
      In
      addition to BW / BCS modules, within seven
      working
      days after completing the on-line switch and the first monthly support, Party
      A
      shall pay Party B another 30
      percent
      of the
      total contract price, two
      hundred and seventy-six thousand yuan (RMB276,000);
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3
      Within
seven
      working
      days after completing BW/BCS module on-line work, Party A shall pay Party B
      another 20
      percent
      of the
      total contract price, one
      hundred and eighty-four thousand yuan (RMB
      184,000);

    4
      Within
seven
      working
      days after Party B has completely implemented the project and acquired Party
      A’s
      inspection, Party A shall pay Party B last 20
      percent
      of the
      total contract price, one
      hundred and eighty-four thousand yuan (RMB 184,000);

    


    Article
      3 The acceptance criteria 

    1.
      It
      shall have been tested for no malfunction according to the contents in the
      tender invitation and the contents in the problem requirement list;


    2.
      The
      system shall run normally and meet the operational needs of Party A;


    3.
      Party
      B shall provide a complete requirement program of this project needs, design
      documents, configuration files and confirmed data conversion documents;


    4.
      If
      Party B has passed the various acceptance stages, Party A shall issue the stage
      acceptance certificate for Party B. 

    


    Article
      4 The duties and obligations of the two parties 

    (A)
      The
      duties and obligations of Party A 

    1.
      Party
      A shall assign special personnel to cooperate with Party B to carry out the
      study and implementation and be responsible for the internal coordination
      between the relevant departments of Party A; 

    2.Party
      A
      shall be responsible for providing the necessary venues for the implementation,
      the related hardware, and the system software, etc, and guarantee the supply
      of
      electricity and supplies; 

    3.
      Party
      A shall be responsible for selecting employees to participate in the operation
      training and manage to organize and manage the staff participants; 

    4.
      Party
      A shall ensure the accuracy and timeliness of basic data provided, and if
      adjustment necessary, ensure that the entering, reviewing, modifying and
      confirming are done before official operation; 

    5.
      Party
      A shall make the full and timely payment as per the Contract;

    6.
      Party
      A shall keep confidential the materials related to Party B’s proprietary
      technology;

    7.
      Under
      reasonable circumstances, Party A shall have the right to submit a written
      request for replacement if Party A holds that the engineers Party B has sent
      cannot meet the needs of the project. 

    


    (B)
      The
      duties and obligations of Party B 

    1.
      Party
      B shall provide qualified and experienced SAP and ABAP development consultants,
      research requirements and feasible program authorized by Party A; 

    2.
      Party
      B shall guarantee the quality of the entire project and assign specialized
      implementation engineers responsible for the implementation on the site;


    3.
      Party
      B shall be responsible for the operation of training and evaluation of the
      staff
      Party A has appointed; 

    4.
      Party
      B shall help and cooperate with Party A for the trial operation; 

    5.
      Party
      B shall keep a secret of the related contents of business secrets involved
      Party
      A; 

    6.
      In the
      course of the implementation, when encountering major problems Party B cannot
      solve in time, Party B shall coordinate the related resources to solve the
      above
      problems under the premise of not affecting the overall program, and bear full
      related costs; 

    7.
      Under
      reasonable circumstances, Party B shall replace the staff within one week in
      accordance with the requirements of Party A; 

    8.
      If
      Party B plans to replace the consultants and development consultants, it shall
      be subject to the consent of Party A in advance; 

    9.
      Party
      B shall provide Party A with six-month free maintenance services related to
      this
      project, and the free maintenance period shall be calculated since Party A
      has
      issued the final acceptance certificate for Party B; 

     

    
      
         

      

      
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    Article
      5 Events of Termination 

    In
      the
      event of the following circumstances, Party A shall have the right to terminate
      this Contract after having noticed Party B in written 30 days in
      advance:

    1.
      With
      the exception of force majeure, Party B has violated the relevant provisions
      of
      this Contract and failed to make corrections or compensate for the loss 30
      days
      after Party A issued a violation notice. 

    2.
      The
      force majeure events has lasted more than [five] days; 

    3.
      Party
      B has its shareholders changed, entered bankruptcy proceedings or most of its
      assets have been seized, or detained; 

    4.
      Other
      conditions that this Contract has provided for early termination of this
      contract. 

    


    Article
      6 Liabilities for breach of contract 

    1.If
      one
      party (the “default") has breached this Contract, resulting in any loss or
      damage to the other party (the "non-fault"), it shall compensate the other
      for
      all such loss, damage, costs and expenses. 

    2.
      Party
      B shall perform the contractual obligations strictly in accordance with the
      agreed terms of this Contract, and if delayed, it should pay Party A for the
      default payment, whose amount shall be [0.5%] of the total contract price set
      forth in Article 2 under this Contract.

    3.
      Notwithstanding any other provisions of this Contract, Party A's total liability
      and compensation to Party B for breaching this Contract shall not exceed [0.5%]
      of the total contract price. 

    


    Article7.
      Dispute 

        
      The two parties shall resolve the disputes through friendly consultation. If
      still unable to reach an agreement, any party may apply to Beijing Arbitration
      Commission for arbitration in accordance with the current arbitration rules
      when
      presented. The arbitration ruling is final and binding on both parties. During
      arbitration, other than the problems to be resolved in the arbitration process,
      the other parts of this Contract shall remain valid. 

    


    Article
      8 Miscellaneous

    1.On
      expiry of the free service to Party A, if it is necessary for Party B to
      continue to provide the on-site service or additional general modification
      to
      the features of the software, Party A shall pay Party B an annual service charge
      of RMB100,000 yuan. If the workload that Party A asks for additional system
      modification and the requirements increase is more than 10 persons/days, the
      two
      parties shall further consult on separate development fee. 

    2.
      Party
      B shall warrant that all the software and services provided by it do not
      infringe the intellectual property rights of any third party or other
      obligations of party B has for any third party (including but not limited to
      the
      violations of non-competition obligations or the agent activities beyond
      authorization, etc). If any claims, litigation or arbitration is launched by
      a
      third party against Party A due to the acquisition or use of the services Party
      B for any reason whatsoever, Party B shall indemnify Party A for its loss.
      and
      keep Party A unharmed.

    3.
      The
      intellectual property of the software products completed under this Contract
      shall be shared by both Party A and Party B. Except for licensing its affiliates
      by Party A, no party is allowed to use the said intellectual property for any
      commcercial purpose or assign to any third party. 

    4.
      The
      annexes to this contract (the implementation schedule on SAP system optimization
      project of Petrochina International Co., LTD. Xls; the SAP system optimization
      project demand report of Petrochina International Co., LTD. doc) shall be a
      part
      of this Contract, with the same effect as the provisions in the main part of
      this Contract. If the Annex and the main part of this Contract are in conflict,
      the main part of this Contract, shall prevail.

    5.
      Party
      B shall agree to keep confidential this Contract, the contents related to this
      Contract and all Party A’s information, materials, data, documents and other
      materials Party A has acquired under this Contract. Without the written consent
      from Party A, Party B shall not disclose them to the public. The above
      provisions of the confidentiality obligations shall be effective for the term
      of
      this contract and after termination of this Contract. 

    6.
      Other
      outstanding issues shall be resolved through friendly consultation by the two
      parties. 

     

    
      
         

      

      
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    Article9.
      The integrity of this Contract 

    The
      relevant provisions and the annexes of this Contract shall be the overall
      contents of this Contract. The two parties have both confirmed reading this
      Contract and its annexes, and agreed that all previous verbal or written
      agreements, consultations and recommendations shall be replaced by this Contract
      and its annex provisions. Without the written consent of the two parties, there
      shall be no change to this Contract and its annexes based on the unilateral
      oral
      or written recommendations or explanations. If any change is need for this
      Contract and its annexes , it shall take the form of amendments subject to
      approval from both parties. 

    


    Article10.
      The effective date of this Contract 

    This
      Contract shall enter into force upon signing and sealing by the authorized
      representatives of the two parties. This Contract shall exist in four copies.
      The two parties shall hold two respectively with equal power. This contract
      shall be governed by The
      Contract Law of the People's Republic of China.

     

    
      	
              Part
                A: PetroChina
                International Co., LTD (CHINAOIL) China United Petroleum Co.,
                LTD

            	
              Part
                B: Pansoft(Jinan) COmpany Limited

            
	
              Signature
                (seal):

            	
              Signature
                (seal): 

            
	
              Bank:

            	
              Bank:

            
	
              Account:

            	
              Account:4080696810001

            
	
              Tax
                Code:

            	
              Tax
                Code:370112731728978

            
	
              Tel:

            	
              Tel:
                0531 88871159 Zip:250101

            
	
              Add:

            	
              Add:
                Storey 3, Qilu Software Park Building, High-tech 

              Development
                Zone, Jinan

            


    

     

    
      
         

      

      
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