English
      Translation

     

    Exhibit
      10.13

     

    Translation
      of China
      National Petroleum Budget Management Information Project

     

    Between

     

    Financial
      Management Company of China National Petroleum Corporation

     

    And

     

    Pansoft
      (Jinan) Company Ltd

    


    Party
      A:Financial Management Company of China National Petroleum
      Corporation

    


    Party
      B:
      Pansoft (Jinan) Company Ltd

    


    Date
      of
      Signing: 2008 Year

    


    Place
      of
      Signing: Beijing

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    This
      contract is entered into by and between the following Two Parties in
      Beijing
      on Feb 1, 2008

     

    Party
      A:
      Financial Management Company of China National Petroleum
      Corporation

     

    Address:
      No.5, Gulouwai Dajie, Xicheng District, Beijing

     

    Party
      B:
      Pansoft (Jinan) Company Ltd

     

    Address:
      318, Qilu Software Park Mansion, Gaoxin District, Yinan 

     

    Whereas,
      Party A plans to develop China National Petroleum budget management information
      project so as to realize the budget management informationization of China
      National Petroleum (hereafter referred to as “the Project”), 

     

    Whereas,
      Pursuant to the spirit of invitation for bids and submission of bids, Party
      A
      selects Party B as the service provider regarding this Project to offer the
      relevant technical service for the purpose of realizing the budget management
      informationization of China National Petroleum. Party B is wiling to be employed
      by Party A to provide such kinds of service. 

     

    In
      witness thereof, Party A and Party B, pursuant to the
      Contract Law of People‘s Republic of China as
      well
      as the related legal rules and regulations, under the principle of equality,
      fairness, self-willingness, honesty and credibility, and after fully
      consultation, agree to form this Contract.

     

    
      	
              1

            	
              Range
                of service

            


    

     

    
      	
              1.1

            	
              Pursuant
                to the Contract, Party B as service provider is obligated to offer
                technical service for this project in accordance with the request
                made by
                Party A. The services provided by Party B mainly include: standardizing,
                optimizing budget management flow, realizing the Integration
                of
                budget management and establishing uniformed standard systems. The
                particulars of special service contents, implementation methods and
                requirements, achievements to be submitted can refer to the appendix
                under
                this contract, namely, Working
                Tasks and Project Proposal of China National Petroleum General Budget
                Management Information. Various
                kinds of service provided by Party B are collectively called “the
                Service”.

            


    

     

    
      	
              2

            	
              The
                Progress 

            


    

     

    
      	
              2.1

            	
              Party
                B’s term of service under this contract is one year, and its specific
                process shall meet the requests stipulated in the appendix A Working
                Tasks and Project Proposal of China National Petroleum General Budget
                Management Information.
                Under the prerequisite of unchanged general process, Party A and
                Party B
                agree that the process plan at each stage can be slightly adjusted
                depending on the specific condition. In case Party B proposes to
                make some
                corresponding adjustments on the process of service project, Party
                B shall
                timely report to Party A and get the written approval from Party
                A.

            


    

     

    
      	
              2.2

            	
              In
                case Party B fails to reach the expected process, it shall immediately
                take necessary remedial measures so as to maintain the original progress.
                And meanwhile Party B shall report to Party A in written documents
                regarding the measures to be taken.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	
              2.3

            	
              In
                case the expected process is delayed due to the reason of Party B,
                and
                Party B is not able to make up for the delay, then, Party A has the
                right
                to suspend or terminate Party B’s work in whole or in part, and request
                Party B to compensate the relevant losses.


            


    

     

    
      	
              2.4

            	
              Party
                B shall submit weekly process report to Party A during the implementation
                of the Contract. The format and content of the report shall be executed
                in
                accordance with the specific requirements of Party A. Party A has
                the
                right to add, shorten or change the content of weekly progress report
                pursuant to the actual condition of project, the results arising
                from
                which shall be strictly implemented by Party
                B.

            


    

     

    
      	
              2.5

            	
              Party
                B shall edit detailed project operation manual based on Party A’s
                requirement, and compile Party A’s employee training program, subject to
                approval from Party A. Party B is obligated to offer training for
                Party
                A’s staffs until they are qualified to
                work

            


    

     

    
      	
              3

            	
              Place
                of Service 

            


    

     

    
      	
              3.1

            	
              Party
                B mainly provides service in Beijing, but according to the needs
                of the
                project, Party B’s project staff will probably travel to other regions
                where Party A’s subsidiary units are located to carry out research,
                interviews, reports, meetings and handling matters
                related
                to the projects.

            


    

     

    
      	
              3.2

            	
              In
                case Party B’s project staff, due to the need of work, execute tasks at
                project site or other places of Party A, Party A shall offer convenience
                conditions for Party B such .as office at site, board and lodging,
                transportation, telecommunication,
                etc.

            


    

     

    
      	
              4

            	
              Project
                staffs

            


    

     

    In
      carrying on the Project Party B acts as the main party and Party A the
      subordinate. 

     

    
      	
              4.1

            	
              Party
                B shall be in overall charge of the quality, the progress and the
                depth
                which are under this contract items. Party B shall establish a project
                group according to the requirements of this contract, while Party
                shall
                appoint the related
                units and staff to fulfill
                the contract on behalf of Patty A, to coordinate the project group
                of
                Party B to carry on development
                work

            


    

     

    
      	
              4.2

            	
              Party
                B shall appoint and maintain an experienced project manager, to fulfill
                this contract on behalf of Party B. All the specialists and the
                administrative staff offered by Party B for the project group shall
                meet
                the needs for the intelligence of the project staff of this project
                by
                Party A, and Party B shall guarantee that the staff they offered
                are
                enough, competent and experienced. For details of the key staff
                constitution of the project group of Party B, see the appendix 2,
                Name
                List of the Budget Item Software Group Staff.

            


    

     

    
      	
              4.3

            	
              In
                the implementation of this project, project group shall maintain
                stable
                and continuous key staff. In principle, the project staff shall not
                be
                changed. In exceptional case if Party B needs to change the staff,
                it
                shall obtain the written approval from Party A. The taking-office
                staff
                shall surpass the staff replaced in work seniority, business experience
                and other aspects.。

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	
              4.4

            	
              If
                Party A thinks the staff of Party B are not competent for the project,
                Party A has the right to request Party B to replace the staff. Party
                B has
                the responsibility to replace the personnel in the reasonable time,
                and
                all expenses involved shall be for Party B’s
                account.

            


    

     

    
      	
              5

            	
              Service
                fee and payment

            


    

     

    
      	
              5.1

            	
              In
                accordance with the progress and quality requirements prescribed
                by the
                Contract, Party B shall fulfill the total service properly and completely,
                whereas Party A of the Contract shall pay Party B the service fee
                of SAY
                RMB FOUR THOUSAND FIVE HUNDRED AND FIFTY THOUSAND ONLY(RMB
                4,550,000)(hereinafter “service fee”). The said service fee is the total
                price of the Contract, including but not limited to Party B and its
                staff’s traveling and accommodation expanses, allowance, insurance and
                taxation, thereby Party A will no longer pay extra fees. The relevant
                service fees payable of each service in the Contract are detailed
                in
                Appendix 1 to the Contract 

            


    

     

    
      	
              5.2

            	
              This
                service fee is the pre-tax price. In implementing the Contract, each
                party
                on their own shall bear all the taxes payable in accordance with
                the
                provisions of Tax Law of People’s Republic of China and the relevant laws
                and regulations. Any tax payable of Party B arising outside of Chinese
                territory due to the implementation of the Contract shall be borne
                and
                paid by Party B. 

            


    

     

    
      	
              5.3

            	
              The
                service fee under the Contract shall be paid by Party A in the currency
                of
                RMB and paid in twice in the light of the progress of the project,
                which
                is detailed in Appendix 1.

            


    

     

    
      	
              5.4

            	
              Before
                each payment, Party B shall send Party A with notification and invoice.
                If
                in any particular phase, the service achievements and materials are
                subject to acceptance by Party A, Party B shall simultaneously submit
                a
                written document witnessing the issue or acceptance of the service
                achievements and materials by Party A.

            


    

     

    
      	
              5.5

            	
              Party
                A shall pay the fees in 10 working days after receipt of advice of
                payment, official commercial invoice and other support documents,
                if there
                is no dispute. If any dispute, it shall be raised by Party A to Party
                B
                with 10 working days. After the settlement of the claim, Party B
                shall
                issue Party A with the said documents again, thereby Party A pay
                the fees
                in conformity to the said procedures after receipt of the
                documents.

            


    

     

    
      	
              6

            	
              Inspection
                and acceptance

            


    

     

    
      	
              6.1

            	
              According
                to the scope of the service and the schedule, Party B is responsible
                for
                providing party A with periodical work results (or materials concerned
                with process) for examination, testing or experimenting through out
                the
                duration of the service.
                In
                case party A put forward any question or propose any modification,
                Party B
                shall modify its periodical work results (or materials concerned
                with
                process) according to party A’s proposal and decisions reached by both
                parties through discussions, until written acceptance from party
                A is
                acquired

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    
      	
              6.2

            	
              Acceptance
                tests shall be held in stages either when the service achieves periodical
                results, or at the end of the entire service. Acceptance tests for
                the
                work results, including periodical acceptance tests and final acceptance
                tests shall be conducted in accordance with the requirement and/or
                acceptance standard of the scoop of the service(Appendix 1 ‘Working Tasks
                and Project Proposal of China National Petroleum General Budget Management
                Information.’), during which Party A shall organize the project assessment
                and review process.

            


    

     

    
      	
              6.3

            	
              In
                case acceptance tests find that the submitted project service work
                results
                fail to meet the requirement of the contract, or failed to comply
                with the
                decisions regarding to modifications reached by both parties through
                discussions, the both parties shall seek for the causes and apply
                relevant
                measures jointly. A second acceptance test can be hold only after
                the
                deficiencies are modified or
                eliminated.

            


    

     

    
      	
              6.4

            	
              In
                case the submitted project service work results fail to pass the
                second
                acceptance test because of party B’s fault, party B shall, at its own
                cost, both compensate party A of its direct losses, and take proper
                measures to eliminate such fault until the said work results pass
                the
                third acceptance test. In case such failure is caused by party A’s fault,
                party B shall, at party A’s cost, take proper measures to eliminate such
                fault until the said work results pass the third acceptance
                test. 

            


    

     

    
      	
              6.5

            	
              Without
                affecting the schedule of this contract, Party A shall promptly examine,
                test or experiment periodical work results (or materials concerned
                with
                process) submitted by party B, and provide its own suggestions. Party
                A
                shall promptly arrange acceptance tests for the said work results
                and
                issue acceptance documents to party B within 10 business days in
                case
                party B’s work results meet the requirements and pass the acceptance
                tests.

            


    

     

    
      	
              7

            	
              Quality
                guarantee 

            


    

     

    
      	
              7.1

            	
              Party
                B shall provide and maintain a quality assurance system and strict
                quality
                control procedures through out the duration of the service. Party
                B
                guarantees that it will provide its service in full compliance with
                provisions of the contract to Party A through appropriate and qualified
                personnel, so as to comply with the goal of this
                contract.

            


    

     

    
      	
              7.2

            	
              This
                contract carries a 12 months warranty commencing from the date on
                which
                the final acceptance
                report is issued. During which party B shall promptly solve any service
                related mistake, negligence, or problem with appropriate
                personnel at its own cost. For any service modified during its existing
                warranty, a new 12 months warranty for such service will commence
                from the
                date on which acceptance
                report from party A is signed.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    
      	8	
              Ownership
                and Intellectual Property

            


    

     

    
      	
              8.1

            	
              As
                per the provisions in this Contract, Party B will submit every stage
                service achievements or ultimate service achievements (refer to
                Appendix
                I to this Contract:
                Working
                Tasks and Project Proposal of China National Petroleum General Budget
                Management Information)
                to Party A, and its ownership and/or relative intellectual property
                belongs to Party A. As the legal owner of aforesaid achievement,
                Party A
                is entitled to apply the service achievements of item anywhere and
                anytime.

            


    

     

    
      	
              8.2

            	
              Party
                A agrees with the interior storage and usage of the service achievements
                by Party B and without Party A consent, the introduction and usage
                of the
                service achievements hereby connected with this Contract to and by
                any
                Third party is anywhere forbidden. During her interior storage and
                usage
                of the service achievements course, Party B is forbidden to impair
                the
                rights and interests of Party A in any
                way.

            


    

     

    
      	
              8.3

            	
              The
                relative intellectual properties of the products developed by Party
                B
                during her localization/ customization/ new module development process
                and
                as per the specific requirements of Party A are mutually owned by
                aforesaid two parties. Without the consent of the other party, those
                products must not be provided and used by the Third
                party.

            


    

     

    
      	
              8.4

            	
              During
                the contract and the quality assurance period, Party B possesses
                the
                relative intellectual properties relating to the improvement or product
                upgrade if her has promote or upgrade the computer
                application system or software involving this Contract and endows
                Party A
                with the permission of free usage of foregoing improvement
                or product upgrade.

            


    

     

    
      	9	
              Statement
                of non-infringement

            


    

     

    
      	
              9.1

            	
              Party
                B declares that during her service process there is no any right
                flaw or
                latent
                defect relating to the service achievements and the technology, software,
                data or article being used, and there exists no prohibiting stipulations
                involving her home country or user countries, thus party A, if properly
                using the products as per the guides & demands of Party B, will not
                infringe against anybody’s rights or violate no legal
                provisions.

            


    

     

    If
      Party
      A suffers from any claim for compensation or appeal incurred by foregoing
      infringement or illegality, it shall notify Party B at prime tense and the
      latter shall settle the aforesaid claim or appeal and bear all the legal
      liabilities
      and
economic
      responsibilities
      involving the claim or appeal to the Third party, while Party A bears no
      responsibilities except providing Party B with reasonable information and
      supporting connected to its deraignment. If on account of the foregoing reasons
      the submitted service achievements and the relative technology, software, data
      or article are determined to be under restrained from use, Party B shall make
      the following arrangements and bear all relative fees as per the choice of
      Party
      A without any delay:

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    
      	
            	
              1)

            	
              Purchase
                the use right for the continuous use of the products or service by
                Party
                A.

            


    

     

    
      	
            	2)	
              Amend
                the products or service, thus leading to no
                infringement.

            


    

     

    
      	
            	3)	
              Replace
                the products or service with the equivalent functional substitutes,
                which
                incur no claim.

            


    

     

    
      	
            	4)	
              Party
                B shall refund the contractual
                funds already paid by Party A and compensate the losses of the latter
                resulted from the restricted usage.

            


    

     

    
      	10	
              Assignment
                and subcontracting

            


    

     

    
      	
              10.1

            	
              Neither
                Party A nor Party B shall assign the whole or any part of the obligations
                she shall assume without the other party’s
                agreement.

            


    

     

    
      	
              10.2

            	
              Party
                B must not assign the service she shall assume to any Third party
                without
                the prior consent of Party A.

            


    

     

    
      	
              10.3

            	
              On
                condition that Party B reckons it is necessary to assign the service
                to
                any Third party, she shall submit
                prior written application to Party A and illuminate her reasons and
                provide Party A with abundant materials for the censor of the latter,
                and
                Party A is entitled to decide whether Party B shall transact foregoing
                assignment. Party B shall as per the Contract’s demands uniformly
                administer and control her subcontractor(s) and completely responsible
                for
                the works accomplished by her subcontractor(s) hereunder and assume
                joint
                liability. 

            


    

     

    
      	
              11

            	
              Alteration
                of service

            


    

     

    
      	
              11.1

            	
              Party
                A is entitled to alter service by changing, adding or reducing service
                during contract implementation
                process.

            


    

     

    
      	
              11.2

            	
              Party
                B shall submit altering measures and plan schedule as soon as practicable
                upon receiving the notice of service alternation. Both parties negotiate
                about the measures and plan submitted by Party B and sign service
                alternation memorandum (or annex to the contract). Party B will be
                responsible for organizing and executing the altered
                service.

            


    

     

    
      	
              11.3

            	
              If
                above alternation makes great changes and increases the workload
                related
                to annex I “Document
                of Working Obligations and Project of China National Petroleum Budge
                management Information Project”,
                Party A shall pay compensating service fee to Party B with determination
                by both Parties; and Party B shall conditionally reduce related service
                fee with determination by both Parties if above alternation makes
                great
                changes and decreases the workload related to annex I “Document
                of Working Obligations and Project of China National Petroleum Budge
                management Information Project”.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    
      	
              12

            	
              Suspension
                of Service

            


    

     

    
      	
              12.1

            	
              Party
                A may at any time instruct Party B to suspend progress in whole or
                in
                part, and once obtaining the suspension notice, Party B shall stop
                relative works at prime tense and properly handle the works already
                finished, while continuously proceed with the works not been
                suspended.

            


    

     

    
      	
              12.2

            	
              Were
                the suspension of work is due to the fault of Party B, then she must
                promote her working method(s) and obtain the permission of Party
                A first
                before she proceeds with the works been suspended and under this
                circumstances Party A won't compensate for the losses of Party B,
                however
                the works finished by Party B and checked & accepted by Party A before
                the suspension shall be paid accordingly by Party A as per the Contract
                regulations. The contractual schedule must not be adjusted without
                the
                prior consent of Party A.

            


    

     

    
      	
              12.3

            	
              Were
                the suspension of works results from Party A and involves service
                charge
                and working schedule, then the two parties shall confer with one
                another
                and make according adjustments on these items. Party A shall compensate
                the reasonable direct cost of Party B caused by the suspension of
                works.

            


    

     

    
      	
              13

            	
              Delay
                of schedule 

            


    

     

    
      	
              13.1

            	
              Party
                A shall notify Party B in writing about details of delay if such
                matter
                happens during the service process. Evaluation on the conditions
                shall be
                made as soon as practicable by Party A upon receiving the notice
                as well
                as that whether the service shall be extended and liquidated damages
                for
                delay be charged. Party B shall comply with the decision made by
                Party A
                on reduction of liquidated damages for delay from the unpaid value
                to
                Party B or paying liquidated damages for delay to Party A within
                10 (ten)
                days upon receiving the notice if service extension and liquidated
                damages
                for delay are made conditionally by Party
                A.

            


    

     

    
      	
              13.2

            	
              Party
                B shall pay liquidated damages for delay complying with the Contract
                if
                Party B fails to carry out and complete the overall service within
                time
                defined by the Contract or extended time approved by Party A except
                failures due to force majeure or fault from Party A. liquidated damages
                of
                0.5% (zero point five percent) of service fee corresponding to unfinished
                service for every five days may be deducted by Party A from engaged
                service fee as liquidated damages for delay until the completion
                of
                service without affecting the other remedying measures defined in
                the
                contract 

            


    

     

    
      	
              13.3

            	
              The
                payment of liquidated damages for delay will not exempt Party B from
                undertaking obligations upon completing service and other responsibilities
                defined in the Contract.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      	
              14

            	
              Termination
                of the Contract

            


    

     

    
      	
              14.1

            	
              Any
                party that fails to execute the contract or whose execution fails
                to
                comply with obligations defined in the contract is deemed breach
                of
                contract and the other party is entitled to notify the defaulting
                party in
                writing to correct or remedy defects and compensate the loss after
                correction or remedying, otherwise, the defaulted party may be entitled
                to
                send notification of termination of the contract and the contract
                is
                terminated from the date of the receipt notification if the defaulting
                party fails to make correction or remedying within 30 (thirty) days
                or
                reach understanding with defaulted
                party.

            


    

     

    
      	
              14.2

            	
              Party
                A is entitled to notify Party B in writing 15(fifteen) days in advance
                to
                terminate part of or complete part of the contract on behalf of the
                project construction of Party A and Party B shall stop related operation
                as soon as practicable upon receipt notification and reduce the subsequent
                cost as possible as practicable caused by the termination and hand
                over
                the completed works to Party A.

            


    

     

    Party
      A
      shall pay value to Party B for cost of completed work by Party B and rational
      and reasonable cost for execution of the Contract by Party B as the termination
      is sent by Party A.

     

    
      	
              14.3

            	
              Party
                A is entitled to take necessary remedy measures if the Contract is
                terminated due to Party A’s fault by purchasing service similar to the
                unfinished service by Party B and Party B shall pay the additional
                payment
                for purchasing such service with proof documentations provided by
                Party A,
                and such payment shall be made by Party B to Party A within 10 (ten)
                days
                upon receipt writing notification from Party
                A.

            


    

     

    
      	
              14.4

            	
              Party
                A may notify Party B in writing to terminate the contract and the
                contract
                will be terminated from the date of the termination notification
                being
                sent if corruption and fraud occurred during the process of bidding
                and
                contract signing with Party B. 

            


    

     

    
      	
            	A.	
              Herein
                "Corruption” indicates the action that may influence related personnel
                during process of bidding and signing by providing, supplying, accepting
                or asking for valuable things.

            


    

     

    
      	
            	B.	
              Herein
                “Fraud” indicates the action that makes misstatements to harm Party A’s
                benefit in order to make effect on bidding, signing and execution
                of the
                contract, such as that Party B collaborates bidding with other bidders
                to
                deprive Party A of his benefit from free and public competition by
                bereaving the competition of bid
                prices.

            


    

     

    
      	
              14.5

            	
              If
                either party declares bankruptcy or loss of solvency, the other party
                may
                notify in writing about the termination of the Contract without taking
                any
                compensation responsibility while the termination will not harm or
                affect
                the party’s right of action or measures that have been taken or will be
                taken for remedying.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    
      	
              15

            	
              Limitation
                of Liability

            


    

     

    
      	
              15.1

            	
              As
                for any claim of liability for breach of Contract within the border
                of the
                law permitted or the allowable scope, the compensation liability
                of the
                responsible Party is only limited to compensate the direct actual
                losses,
                excluding indirect economic losses.

            


    

     

    
      	
              15.2

            	
              As
                for any claim of liability for breach of Contract within the border
                of the
                law permitted or the allowable scope, the compensation liability
                of the
                responsible Party is only limited to compensate the direct actual
                losses,
                excluding indirect economic losses.

            


    

     

    
      	
              16

            	
              Employees
                insurance

            


    

     

    
      	
              16.1

            	
              Party
                B is obligated to purchase appropriate insurance so as to guarantee
                the
                possible losses which might bring to the staffs dispatched by the
                project,
                equipment and property input into the
                project.

            


    

     

    
      	
              17

            	
              Confidentiality

            


    

     

    
      	
              17.1

            	
              The
                confidential information under this Contract covers business terms
                of this
                Contract and the materials which haven been clearly notified by one
                Party
                to the other Party in oral or in written documents as confidential,
                which
                includes (a) information known to the public before the signing the
                Contract or during the performance of the Contract (b) Information
                which
                has been legally at the hand of the other Party before disclosing
                to the
                public and the acquisition of information by the other Party isn’t through
                direct or indirect means from the disclosed Party. (c) Information
                which
                is legally provided by the unlimited third Party to the other
                Party.

            


    

     

    
      	
              17.2

            	
              Party
                A and Party B mutually agree to keep confidential the confidential
                information within five years after the termination of this Contract.
                Party A and Party B agree, except for lawful requirement, not to
                execute
                any purposes besides this Contract and offer confidential information
                to
                any third Party in any forms. Both parties agree to take all reasonable
                procedures and measures to ascertain that their employees and cooperative
                partners will not disclose or scatter confidential information to
                the
                public, preventing from violating the provision of the
                Contract.

            


    

     

    
      	
              18

            	
              Force
                Majeure

            


    

     

    
      	
              18.1

            	
              Force
                Majeure means external events that happens unforeseeably, inevitably
                and
                unable to control and overcome the occurrence and consequences to
                any
                party, including but not limited to wars, strikes, acts of government,
                serious natural disasters and other circumstances by mutual agreement
                of
                both Parties

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	
              18.2

            	
              Force
                Majeure preventing any party from performing any of its obligations
                under
                this contract, in whole or in part, the party shall not be regarded
                as
                breach the Contract in the scope of Force Majeure. Loss directly
                or
                indirectly to any Party (Except as otherwise provided herein) caused
                by
                force Majeure shall be borne by the parties on their own。

            


    

     

    
      	
              18.3

            	
              The
                affected party shall take appropriate measures to prevent further
                loss,
                inform the other party in writing as soon as possible and provide
                an
                explanation after Force Majeure occurs. Both Parties shall conduct
                friendly negotiation and take remedial measures to minimize the loss.
                

            


    

     

    
      	
              18.4

            	
              Force
                Majeure persists for more than 30 days, the Parties hereto may revise
                some
                amendment to the Contract until the
                termination.

            


    

     

    
      	
              19

            	
              Non-waiver

            


    

     

    Except
      as
      otherwise stipulated, either
      Party's failure to exercise or delay in exercising any right, power or privilege
      under this Contract shall not operate as a waiver thereof, and any single or
      partial exercise of any right, power or privilege shall not preclude the
      exercise of any other right, power or privilege in
      the
      course of performing the Contract

     

    
      	
              20

            	
              Applicable
                Law

            


    

     

    
      	
              20.1

            	
              The
                Contract shall be interpreted and executed under the existing laws
                of
                People’s Republic of China.

            


    

     

    
      	
              21

            	
              Dispute
                Resolution

            


    

     

    
      	
              21.1

            	
              In
                the event that any dispute arises between the Parties hereto, concerning
                or related to this Contract, it shall be settled amicably by the
                parties’
                utmost effort.

            


    

     

    
      	
              21.2

            	
              In
                case of disputes with this Contract can not be reached settlement
                by both
                parties, any party may institute legal proceedings in the court in
                the
                place of service performance.

            


    

     

    
      	
              21.3

            	
              While
                a dispute is being resolved, the parties shall, except for the part
                which
                is under dispute, continue to carry out the other obligations provided
                in
                the Contract.

            


    

     

    
      	
              22

            	
              Notification

            


    

     

    
      	
              22.1

            	
              The
                notices, papers or other documents(collectively referred to as
                “notification”) under the Contract shall be made in written documents and
                to be formally notified and sent by personnel service, fax or registered
                mail to the following address.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    
      	
              Party
                A:Financial Management Company of China National Petroleum
                Corporation

            
	 
	
              Address:
                No.5, Gulouwai Dajie, Xicheng District, Beijing

            
	 
	
              Contact
                person: Guo
                Yanfeng

            	
              Telelphone:
                010-84886137

            	
              Fax:

            


    

     

    
      	
              22.2

            	
              The
                effective date of the notification is the date of delivery or the
                effective date specified clearly in the notification, which shall
                be
                subjected to the later one.

            


    

     

    
      	
              23

            	
              Miscellaneous

            


    

     

    
      	
              23.1

            	
              The
                Contract is formed on the date of the beginning of the contract after
                the
                signature and company’s contract stamp or official seal are stamped by the
                authorized representatives of both parties. The Contract shall come
                into
                force after that both parties agree the contents of the Contract
                and
                appendices and confirm with the signatures and
                stamps.

            


    

     

    
      	
              23.2

            	
              The
                Contract consists of the principal contract together with Appendix
                1 and
                Appendix 2, where the appendices are the integral components of the
                Contract. While the appendices are inconsistent with the principal
                contract, the principal contract shall govern. The tender documents
                of
                both parties’ concerning about the project are the reference of the
                explanation of the Contract.

            


    

     

    1. Appendix
      One Working Tasks and Project Proposal of China National Petroleum General
      Budget Management Information

     

    2. Appendix
      Two Name List of Project Budget Software Group 

     

    
      	
              23.3

            	
              All
                amendments to the articles of the Contract shall be made in written
                form,
                are valid with the signature and stamp by the authorized representatives
                of both parties and become the integral component of the
                Contract.

            


    

     

    
      	
              23.4

            	
              This
                Contract is made out in Chinese in five copies, Party A holds three
                copies
                while Party B holds two, all copies have equal
                power.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    
      	
              Financial
                Management Company of China National Petroleum Corporation

            	
              Pansoft
                (Jinan) Company Ltd

            
	 	
              Lin
                Guoyu

            
	 	 
	
              Year     Month     Date

            	
              Year     Month     Date

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Appendix
      One

     

    Working
      Tasks and Project Proposal of China National Petroleum General Budget Management
      Information

     

    I
      Project objective

     

    The
      overall targets of China National Petroleum Corporation (CNPC) ‘s budget
      management information system are:” To establish a general budget information
      platform which can satisfy the needs for the making, allocation, reporting,
      summarizing, analyzing, and evaluation of the budget among the group company,
      joint-stock company, subsidiaries of the group company, and branches of the
      joint-stock company in various areas. “By optimizing and regulating its budget
      management process, the CNPC will build a corporate-wide budget management
      platform under a centralized management Tightly connected with SAP and FMIS
      7.0,
      the budget management system can share data with them, acquire actual data
      from
      them, and provide budget data to them, thus achieving budget
      control. 

    


     

    II
      The
      scope of the project

     

    A)
      Regulate
      and optimize the budget management process

    Regulate
      and optimize the budget management process, establish budget management models
      for each business within CNPC, and satisfy the needs for the making and the
      management of budget at various levels and business units

     

    B)
      Achieve
      centralized budget management

    


    Rearrange
      and settle corporate regulations concerning budget management. Revise and
      improve manual of budgetary control, regulate corporate budgetary activities,
      establish a uniform budget index systems, statements systems and their direction
      for use

     

    C)
      Establish
      a uniformed standardization system

     

    Establish
      a uniformed standardization system for the purpose of achieving consolidated
      management of statements at various standards, satisfying the HQ’s needs for
      creating statements directly and disclosing information to the
      public

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    III
      Main
      functions of system

     

    The
      Budget management information system of China National Petroleum Corporation
      (CNPC) adopts the first-level centralism pattern, and the headquarters and
      all
      the subordinate enterprises of all levels can carry on budget drafting and
      supervisory work on a uniform platform.

     

    A) Main
      orientations and functions of budget management at headquarters

     

    Main
      orientations:

     

    
      	 	
              1.

            	
              Rough
                estimate on overall budget management: rough estimate service for
                group
                companies, rough estimate service for joint-stock
                companies;

            


    

    
      	 	
              2.

            	
              Centralized
                management on index system and report forms system: budget index
                system
                and report forms system used by units of all levels shall be under
                the
                centralized management of the
                headquarters;

            


    

    
      	 	
              3.

            	
              Centralization
                of the budget data: budget data of units of all levels shall be under
                the
                centralized depositing management;

            


    

    
      	 	
              4.

            	
              Automatic
                compilation of budget reports: according to the budget reports compiled
                and reported by subordinate units, group companies and joint-stock
                companies can automatically compile them, merge them and offset them
                to
                form the budget report for the headquarterså

            


    

    
      	 	
              5.

            	
              Data
                interaction with
                correlation system such as SAP and
                FMIS7.0

            


    

     

    Constitution
      and functions of system

     

    
      	 	
              1.

            	
              Rough
                estimate management Function: to realize the rough estimate and
                compilation work for group companies and joint-stock companies, and
                each
                specialized company of the joint-stock
                companies

            


    

    
      	 	
              2.

            	
              Calculation
                and compilation for report forms Function: main functions including
                calculating and compiling the budget reports reported by each subordinate
                unit, and then to form the budget reports for the headquarters and
                every
                board and every caliber (parent company’s report forms, combined
                statement, Chinese criterion report forms, International criterion
                report
                forms, etc

            


    

    
      	 	
              3.

            	
              Index
                system and report forms system standard management Function: to compile
                and manage the index system and report forms system
                uniformly;

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    
      	 	
              4.

            	
              Budget
                index management Function: to examine and inspect the budget indexes
                and
                then analyze the performance of
                budget;

            


    

    
      	 	
              5.

            	
              Data
                interaction with
                correlation system such as SAP and FMIS7.0: it can both read
                the
                related financial data from SAP
                and FMIS7.0 and provide
                the related budget data for SAP
                and FMIS7.0;

            


    

    
      	 	
              6.

            	
              User
                management: to manage the second-level system administrator, and
                to assign
                system function jurisdictions and data
                jurisdictions

            


    

    


    B)
      Main
      orientations and functions of budget management of each member enterprise of
      group companies and each regional company of joint-stock company

     

    Main
      orientations: to meets the needs for budget drafting and management of units
      of
      all levels. Each unit can compile its own index and report forms according
      to
      its budget management needs:

     

    
      	 	
              1.

            	
              Fill,
                compile, and report the budget reports: to fill and compile the budget
                reports officially issued by group companies, joint-stock companies
                and
                each specialized company, and report to the upper-level unit after
                audits
                and verifications

            


    

    
      	 	
              2.

            	
              Budget
                index deposition: can analyze and compile the report forms management
                system which meets their budget management needs, and then carry
                on the
                daily budget management, control, analysis, inspection according
                to the
                budget index issued by the upper-level unit, units of all
                levels;

            


    

     

    IV
      Progressive
      Achievement 

     

    China
      National Petroleum Budget Project Demand Analysis Instruction 

    China
      National Petroleum Budget Project Software Design Instruction 

    China
      National Petroleum Budget Project Training Program

    China
      National Petroleum Budget Project Maintenance and Utilization
      Instruction

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    V
      Service Fees and Mode of Payment

     

    1.
      Research and development expenditures and total amount of reward are: RMB
      4,550,000 Yuan.

     

    2.
      Research and development expenditures are paid by Party A to Party B with
      instalment payment. The detailed mode of payment and time are as
      follows:

    


    First
      phase: the amount is RMB 2800000 Yuan, which will be paid within ten days after
      passing the acceptance made by Party A on Party B’s submitted China National
      Petroleum Budget Project Software Design Instruction. 

    


    Second
      phase: the amount is RMB 1750000 Yuan, which will be paid within ten days after
      passing the acceptance made by Party A on Party B’s submitted China
      National Petroleum Budget Project Training Program
      and
      China National Petroleum Budget Project Maintenance and Utilization
      Instruction

     

    VI
      Working
      Schedule 

     

    1、Design
      stage is from Aug 2007 till Feb 2008, which mainly includes finishing budget
      business investigation and research, budget software development, budget
      software internal testing, etc.

     

    2、Testing
      and pilot stage is from Mar 2008 till Aug 2008, which mainly includes finishing
      module test, business function testing, flow testing, forming system pilot
      files
      and technical preparation for system publicity. 

     

    3、Promotion
      phase is from September, 2008 to June 2009. The major task is to accomplish
      all
      kinds of applicable pilot program in regional companies, validate
      the correctness, adaptability through the actual operation in regional
      companies, accomplish the finding of problem improvements and edit documentation
      in the software promotion, further improving the budget system.

     

    
      
         

      

      
        17