Unassociated Document


    English
      Translation

    


    Exhibit
      10.14

     

    Translation
      of Technology Service Contract

     

    between

     

    Shengli
      Oil Field Administration

     

    And

     

    Pansoft
      (Jinan) Company Ltd.

    


    


    


    Party
      A:
      Shengli Oil Field Administration

    


    Party
      B:
      Pansoft (Jinan) Company Ltd.

    


    


    


    


    Signature
      date: April, 2008

     

    Place
      of
      Signature: Dongying, Shandong

     

    Term
      of
      Contract: 04/01/2008 - 12/31/2008

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Drafting
      Instructions

    


    
      	I.	
              This
                contract draft serves as an illustrative version of Technology Development
                (Commission) Contract produced by PRC Ministry of Science & Technology
                and provided to Technology Contract Registration Authority so as
                to be
                recommended to technological contracting entities as a reference
                to
                facilitate their contract drafting. 

            


      	 	 


    

    
      	II.	
              This
                contract is intended to address to the contracting situation in which
                one
                party provide its technology and knowledge (as Entrusted) to the
                other
                party to solve specified technical problems.


            


      	 	 


    

    
      	III.	
              When
                multiple persons involved in either party, list under “entrusting party”,
                “entrusted party” (supplementary pages) as combined entrusting persons or
                entrusted persons according to their roles in the contracting
                relationship.

            


      	 	 


    

    
      	IV.	
              For
                any matters not covered by this contract, both parties may agree
                to
                include supplementary pages, taking as an inalienable part of the
                contract.

            


      	 	 


    

    
      	V.	
              With
                regard to agreed non-filling clauses in this contract, a “None or NA” sign
                should be filled to the clause which not applicable to the specific
                contracting relationship or
                environment.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    In
      compliance with PRC
      Contract Law
      and on
      basis of consensus of both parties after adequate discussion and communication,
      this contract is hereby reached where party A retains Party B to develop single
      drill budget management information system of Shengli Oil Field Administration
      for party A and Party A pays Party B for the service rendered. 

    


    
      	I	
              The
                Parties and Communications:

            


    

     

    Omitted

    


    
      	II.	
              Technical
                Requirements for this Development
                Project

            


    

     

    1.
      Technological Objectives: Develop single drill budget management information
      system and provide Party A an information platform so as to apply modern
      Internet technical management measures to establish accounting and budget
      management system aiming single drill well as management objective. Enhance
      and
      integrate single drill tender decision, contracting, technical design,
      budgeting, cost analysis, performance assessment into a completed and
      controllable process to solve the problems in budgeting lag behind, lose
      controlling. Party A will expand and introduce this system application to whole
      business.

    


    2.
      Technological Content: Apply B/S system structure and adopt one level accounting
      business process and management model, develop cost accounting, management
      process and establish accounting and budgeting system on basis of single drill
      well to realize integration of development cost budgeting, revenue projection,
      settlement, decision analysis module , quantified job assignment system,
      construction job network settlement system.

    


    3.
      Technical Methodology and Path: Development technology will adopt life cycle
      method coupled with ante type method, apply Java technology and J3EE platform,
      adopt SYBASE database to realize centralized data management, adopt secured
      interface to connect with outside system integration.

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    III.
      Expected Development Progress and Goal

    


    
      	
              year

            	
              No.

            	
              Content

            	
              Specifics
                expected

            	
              Period

            	
              Place
                of experiment

            	
              Acceptance
                approach

            	
              Responsible
                person

            
	
              2008

            	
              1

            	
              research

            	
              Business
                demands, design plan of new system

            	
              04/2008

            	 	
              Evaluation

            	
              Feng
                Xuewei

            
	
              2008

            	
              2

            	
              Overall
                design

            	
              Description
                of business process, forming data structure

            	 	 	
              inspection

            	
              Feng
                Xuewei, 

            
	
              2008

            	
              3

            	
              Detailed
                design

            	
              Algorithm
                of different functions

            	
              04/2008
                - 05/2008

            	 	
              inspection

            	
              Feng
                Xuewei, Liu Shiyong

            
	
              2008

            	
              4

            	
              development

            	
              All
                function modules

            	
              04/2008
                - 05/2008

            	 	
              others

            	
              Liu
                Jihong

            
	
              2008

            	
              5

            	
              testing

            	
              Testing
                report

            	
              06/2008

            	 	
              inspection

            	
              Liu
                Jihong, Liu Shiyong

            
	
              2008

            	
              6

            	
              Test
                running

            	
              System
                manual

            	
              06/2008

            	 	
              inspection

            	
              Wang
                Xuqi

            
	
              2008

            	
              7

            	
              System
                training

            	
              System
                training instructions

            	
              06/2008

            	 	
              other

            	
              Liu
                Shiyong, Wang Xuqi

            
	
              2008

            	
              8

            	
              System
                implementation

            	
              Acceptance
                report

            	
              06/2008

            	 	
              other

            	
              Feng
                Xuewei

            


    

    


    
      	IV.	
              Compensation
                and Payment Schedule

            


    

     

    Party
      A
      will pay technological development cost and compensations

     

    
      	1.  
               	
              Total
                development cost and compensation: 886,000
                RMB

            


    

    
      	2. 
                	
              Party
                A pay to Party B for the amount specified above in the following
                payment
                schedule:

            


    

    
      	a)  
                 	
              After
                completion of Phase I by end of April 2008 - payment 300,000
                RMB

            


    

    
      	b) 
                  	
              After
                completion of Phase II by end of June 2008 - payment 486,000
                RMB

            


    

    
      	c)  
                 	
              After
                completion of Phase III by end of December 2008 - payment 100,000
                RMB

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	V.	
              Supervision
                and Evaluation 

            


    

     

    Party
      B
      shall use the R & D fund only on its intended purpose in scientific and
      reasonable way. Party A has the right to supervise and audit the spending of
      the
      said fund and the progress of the project.

     

    Party
      B
      shall, in accordance to Clause 2, 3, item 3 of Clause 4, submit to Party A
      the
      progress report and fund spending report every half year, and submit
annual
      development report in writing form in every September as well as fund spending
      report.

     

    Party
      A
      has the right to conduct medium evaluation of the project evaluating the
      technology, feasibility, economic prospect and the capacity of Party B to
      accomplish the project. 

    


    
      	VI.	
              Subcontracting

            


    

     

    Without
      written approval from Party A, Party B shall not subcontract the project in
      whole or in part to any third party. In
      case
      of obtaining approval from Party A, Party B shall sign confidentiality report
      with the third party with confidentiality obligations no less than that provided
      in Clause 12. The subcontracting contract shall register with Party
      A.

    


    
      	VII.	
              Delivery
                and Acceptance

            


    

    


    
      	1.	
              Delivery
                Content

            


    

     

    Party
      B
      shall according to Clause 2 deliver to Party A all the research and development
      results in scientific and truthful way. The delivered materials for acceptance
      shall include but not limited to some or all of the following
      items:

     

    Research
      report

    Testing
      report

    Application
      report

    Process
      package

    Computer
      software

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Sample
      machine

    Quality
      standards

    Repetitive
      experiments

    Economic
      return, social return analysis report

    IP
      introduction

    Proprietary
      technology

    Analysis
      report of equivalent technologies abroad

    Report
      and proof regarding scientific breakthroughs in field of environmental
      protection and production security

    Budget
      statement

    Audit
      report

    Companies
      and personnel contributing to the project.

    


    
      	2.	
              form,
                number, time and place of delivery

            


    

    written
      form (2 copies), electronic form

    time:
      06/2008

    place:
      Dongying

    


    
      	3.	
              acceptance

            


    

     

    Upon
      expiration of the Contract, it is to be inspected and accepted by way of
      evaluation. If Party A finds it necessary, it may arrange people to conduct
      repetitive experiment on delivered product.

     

    When
      the
      Contract expires but the project does not reach acceptance stage or is rejected,
      a 30-day period of improvement and modification shall be granted subject to
      approval from Party A. Acceptance within this period of grace is not deemed
      breach of contract. When the period of grace comes to an end, but the product
      is
      still unacceptable, it shall be deemed breach of contract and be handled
      according to item 2 of Clause 13.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	VIII.	
              Representations
                and warranties

            


    

    


    
      	1.	
              Party
                A makes the representations and warranties
                that

            


    

     

    Party
      A
      owns the legal qualifications to hire companies for technology development,
      and
      has acquired business license. By signing and performing this Contract Party
      A
      will not violate authorization or approval the state may require;

    


    
      	
            	l	
              Party
                A shall pay the R & D fund as per
                agreement;

            


    

    
      	
            	l	
              Party
                A shall conduct inspection and acceptance as per agreement, and timely
                accept qualified development
                results;

            


    

    
      	
            	l	
              Party
                A shall provide technical materials and accomplish the collaborative
                matters as per agreement.

            


    

    


    
      	2.	
              Party
                B makes the following representations and
                warranties:

            


    

     

    
      	
            	l	
              it
                owns the qualifications to undertake technology development project,
                and
                has acquired business license. By signing and performing this Contract
                Party B will not violate authorization or approval the state may
                require;

            


    

    
      	
            	l	
              it
                shall have the capacity to perform this
                Contract;

            


    

    
      	
            	l	
              it
                guarantees the independence, scientific nature, and truthfulness
                of the
                development product delivered, and delivers all data, materials and
                technology secret to Party A as per Clause
                7;

            


    

    
      	
            	l	
              it
                guarantees that the development product delivered to Party A will
                not
                constitute infringement against any rights owned by third party.
                

            


    

    
      	
            	l	
              It
                warrants that before executing this Contract it has briefed Party
                A in
                writing IP rights owned by Party B concerning the project (including
                patents in the process of application and already granted). Party
                B agrees
                that Party A has the right to use said intellectual property related
                to
                the project.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	IX.	
              Risk
                taking and modification to the
                contract

            


    

    


    
      	1.  	
              technical
                risks

            


    

     

    When
      one
      party finds technical risks exist and may cause the failure of the project
      in
      whole or in part, it shall notify the other party within 30 days after it knows
      or shall know, and take measures to reduce damage. The parties shall negotiate
      to modify or terminate the Contract. If the party fails to make the notification
      in time which leads to increased loss, it shall compensate for the increased
      loss.

    


    
      	2.  	
              risks
                of technology being disclosed by
                others

            


    

     

    In
      performing this Contract, if the technology to be developed is made public
      by
      other people, Party B shall notify Party A within 30 days after it knows or
      shall know, and the parties negotiate to modify or terminate the Contract.
      If
      the party fails to make the notification in time which leads to increased loss,
      it shall compensate for the increased loss.

    


    
      	3.  	
              risks
                related to technology and market
                change

            


    

     

    If
      due to
      technology and market change Party A deems it no economic value to carry on
      the
      development project, Party A has the right to notify Party B to modify or
      terminate the Contract at any time. From the date when the notification is
      made,
      Party A pays Party B for work already accomplished but not the unfinished
      work.

    Any
      modifications to the Contract shall be in written form.

    


    
      	X.	
              Ownership
                of the technology result

            


    

     

    
      	1. 
                	
              The
                parties agree that the rights regarding technology result and related
                intellectual property produced in performing this Contract (including
                but
                not limited to ownership, use right, patent application right, patent,
                licensing right, assignment right, right to benefit) belong to Party
                A or
                jointly owned by both parties.

            


    

    
      	2.  
               	
              The
                development people who accomplish the project have the right to have
                their
                names related to the technology result and be presented relevant
                honor and
                award.

            


    

    


    
      	XI.	
              Follow-up
                improvement on the technology
                result

            


    

     

    
      	1.  
               	
              Both
                parties have the right to conduct follow-up innovation on the said
                technology result.
                Any practical improvement or IP right so produced belong to the party
                conducting the innovation. Party A and its affiliated companies have
                the
                right to use the technology improvement done by Party
                B.

            


    

    
      	2. 
                	
              The
                improvement jointly conducted by both parties shall be shared by
                both
                parties, and the benefits go as agreed in item 1, Clause
                10.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Clause
      12
      Confidentiality

     

    Before
      execution of this Contract and during the effective period, both parties shall
      keep the technologies and trade secret disclosed to each other confidential
      through the effective
      period of this Contract and the 15 years after it expires, and Party B
      shall:

     

    1.
      keep
      confidential all “data” involved, and not disclose to any third party at any
      time in any fasion, including used for demonstration, publishing etc.


     

    2.
      not
      use these “Data” for any purposes other than the matters in connection with this
      Contract.

     

    3.
      not
      disclose these “Data” to any person save for the employees of Party B on a “need
      to know basis”, and the said employees shall sign non-disclosure agreement with
      Party B assuming confidentiality obligations no less than those stipulated
      in
      this Contract.

     

    “Data”
      mentioned hereinbefore refer to all technical information, provided by Party
      A
      to Party B in oral, written, electronic or any other form during the term of
      this Contract, as well as technical information formed by or accessible to
      Party
      B during the term of this Contractôsuch
      as
      but not limited to database, research and development records, technical report,
      testing reports, testing data and technical files, etc.

     

    
      	XII.	
              Breach
                of Contract Liabilities

            


    

     

    Any
      Party
      shall be liable for any breach of contract which leads to delay, failure,
      intellectual property infringement regarding the project:

     

    
      	1.  
               	
              Liabilities
                of Party A

            


    

     

    If
      Party
      A violates clause 4 and refuses to pay development fund, Party B has the right
      to terminate the Contract and claim for damage or ask the party to pay a
      liquidated damage (no more than 50% unpaid balance of the development fund).
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    If
      Party
      A violates clause 4 and pay the development fund later than expected, which
      leads to Party B’s failure to deliver the product in time, Party B has the right
      to postpone delivery to make up for the delayed time.

     

    
      	2.  
               	
              Breach
                of Contract liabilities for Party B

            


    

     

    If
      Party
      B violates Clause 12 and 7 resulting in its failure to deliver the development
      result, Party A has the right to terminate the Contract. If Party B is found
      to
      be at fault, it shall refund all the development fund, and pay penalty (no
      more
      than 50% of the fund already paid).

     

    If
      Party
      B violates item 2 of Clause 8 and Clause 12, it shall compensate Party A for
      all
      its loss, and pay a penalty of 10% of the contract price unless proven to not
      at
      fault.

    


    
      	XIV.	
              Notice
                and Service

            


    

     

    All
      the
      notice and communications shall be in written form (electronic sending in
      advance acceptable), which shall be sent to the contact persons and addresses
      on
      page 1 in ways of personal delivery, fax, registered mail.

    Personal
      delivery or registered male are valid when actually serviced, and fax will
      be
      deeded done when receiving confirmation from the receivers. Any change to the
      project contacts in clause 1 shall be notified 5 days in advance.

    


    
      	XV.	
              Force
                majeure

            


    

     

    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

        
          

        

      

      
        
        

      

    

    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。

     

    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. 

     

    
      	XIII.	
              Breach
                of Contract Liabilities

            


    

     

    1.
      Liabilities for Party A 

     

    If
      Party
      A violates Clause 4 by refusing to pay R & D fund, Party B has the right to
      terminate the Contract and claim for damage or penalty (no more than 50% of
      unpaid fund).

     

    If
      Party
      violates Clause 4 by delaying payment of development fund, and leads to Party
      B
      failing to deliver the product in time, Party B has the right to postpone
      delivery.

     

    2.
      Liabilities for Party B

     

    If
      Party
      B violates Clause 2, 7 and fails to deliver the technology product, Party A
      has
      the right to terminate the Contract. If Party B is found at fault, it shall
      refund all development fund and pay penalty (no more than 50% of the part
      already paid). 

     

    If
      Party
      B violates item 2 of Clause 8 and Clause 12, Party B shall compensate Party
      A
      for all its losses and further pay penalty of 10% of the Contract price with
      the
      exception of proving not at fault. 

    


    
      	XVI.	
              Dispute
                resolution

            


    

     

    Any
      dispute arising in connection to this Contract shall be solved in amicable
      negotiation. Where negotiation does not solve the dispute, the parties shall
      resort to___A_____ method:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	A.  	
              submit
                to Dongying Aribitration Commission for
                arbitration;

            


    

    
      	B.  	
              litigation
                in court;

            


    

    
      	C.  
              	
              submit
                to Sinopec internal dispute settlement
                committee.

            


    

     

    XVII.
      Terms and terminology

    


    XVIII.
      Miscellaneous

     

    
      	1.
                	
              This
                Contract has one appendice.

            


    

    
      	2.
                	
              Appendice
                is an integral part of this Contract with same power as the Contract.
                In
                case of conflict between the two, the Contract
                prevails.

            


    

    
      	3.
                	
              With
                any undecided matters, the parties shall consult each
                other.

            


    

    
      	4.
                	
              This
                Contract exists in 6 copies, each party holding 3 with same
                power.

            


    

    
      	5.
                	
              This
                Contract is executed in April 2008 in Dongying. This Contract enters
                into
                force upon signing and sealing by both
                parties.

            


    

    


    Party
      A:
      Shengli Petral Administration, Sinopec

    


    Party
      B:
      Pansoft (Jinan) Company Ltd.

    


    
      
        
        

      

      
        12