Unassociated Document


     

    Exhibit
      10.9

     

    Translation
      of Technology Development (Commission) Contract with Xinjian


     

    Sales
      Branch of China National Petroleum Corporation, Ltd.

    English
      Translation

    


    Registration
      No. of the Contract

    
      	 	 	 	 	 	 	 	 


    

    


    No
      009,
      2008

    


    


    Program
      name: Cash
      Flow Management and Control Information System Development and
      Maintenance

    Party
      A:
      Xinjiang Sales Branch of China National Petroleum Corporation, L
      td.

    Party
      B:
Pansoft
      (Jinan) Company Ltd.

    Signature
      date: April
      28, 2008

    Place
      of
      Signature: Urlumuqi,
      Xinjiang 

     

    Printed
      by PRC Ministry of Science & Technology

     

    
      
        

      

    

    Filling
      Instructions

    


    I.
      This
      contract is the demonstrated version of Technology Development (Commission)
      Contract printed by PRC Ministry of Science & Technology; each Technology
      Contract Registration Authority may recommend contract parties for reference
      and
      use.

    II
      This
      contract is intended for that one party entrusts the other party to develop
      new
      technology, new product, new techniques, new material or new varieties and
      its
      system.

    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 party.

    IV
      For
      the unmentioned items in this contract, both parties may agree on supplementary
      pages, taking as an inalienable part of the contract.

    V
      With
      regard to agree non-filling clauses in this contract, a “NO” sign shall occur
      beside this clause.

    
      
        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Technology
      Development Contract

    


    Party
      A:
Xinjiang
      Sales Branch of China National Petroleum Corporation, L td.

    Address:
      No. 8 Minzhu Road, Urlumuqi, Xinjiang

    Legal
      representative: Xu
      Huiju

    Implementing
      unit of Party A: Finance Department

    Contact
      person of program:
      Chen
      Yong

    Communication
      address: No. 8 Minzhu Road, Urlumuqi,
      Xinjiang

    


    Party
      B:
Pansoft
      (Jinan) Company Ltd.

    Address:
      Floor
      3, Qilu Software Building, High & New Tech Area, Jinan,
      Shandong

    Legal
      representative: Wang
      Hu

    Contact
      person of program: Zhang
      Ting Bing

    Communication
      address: Floor
      3, Qilu Software Building, High & New Tech Area, Jinan,
      Shandong

    Phone:
      0531-88871165
      Fax:
      0531-88871164

    Email:
      ztb@pansoft.com.cn

    


    Clause
      1: General:

     

    Party
      A
      retains Party B to research and develop the project of Cash
      Flow Management and Control Information System Development and
      Maintenance.
      Party B
      accepts the offer and implements this development project. In accordance
      with
      PRC
      Contract Law,
      the
      parties enter into this contact hereby. The following clauses shall be strictly
      abided and implemented by both parties. Party A authorizes Finance Department
      as
      its representative with full power to be responsible for this implementation
      of
      the project. 

    


    Clause
      2: Service range and form 

     

    2.1
      Technology development range: 

    2.1.1
      The
      said system shall be able to operate in B/S structure so as to reduce the demand
      of

    throughput
      for broadband access in data transmission.

    2.1.2
      This system shall be able to manage essential database and customer information
      and establish data selection and importing to establish link with Mudan Credit
      Card and FMIS 7.0 to integrate different databases under consistency
      requirement.

    2.1.3
      The
      system shall enable centralized management of daily reports from sales network,
      bank data, POS credit card transactions; perform data collection to obtain
      the
      information on inventory, sales quantity, payment and customers via system
      networking and its modulated collection system; automatically read the
      transaction records of POS, examine the data from sales daily report, bank
      report with original transaction data for the purpose the monitoring cash
      flow.

    2.1.4.
      The system shall enable cash flow control by comparing sales records with bank
      reports, and assess the discrepancies in the records; provide alert report
      based
      on pre-set alert system so as to control the cash and cash Flow flow from gas
      stations and dispatched delivery cars; analyze the sales cash flow monitoring
      from shops and release alert after payment collected.

    2.1.5.
      The system shall be able to integrate FMIS7.0 with HQ standard platform,
      Mudan/PetroChina Credit Card in seamless way to form unified system so as to
      realize automatically generating invoices, customer information sharing, POS
      record retrieve.

    2.1.6.
      The system shall be able to integrate functions of FMIS7.0 in terms of bank
      report clearance, automatically import bank data and generate bank clearance
      reports, support clearance process from branch responsibility centers; produce
      bank balance adjustment tables and save the balance table on daily basis for
      future examination.

    2.1.7.
      The system shall enable different data query, including gas station sales daily
      report, gas station sales account, gas station sales products, bank balance,
      transaction details, POS transaction and different alert information, sales
      daily reports and invoices.

    2.1.8.
      The system shall be able to export data in the format of EXCEL or TXT to
      facilitate data applications in ERP system, Gas Station Retail Management System
      and Purchase/Sales/Inventory System.

    (Please
      refer to Cash Flow Management/Control System Function Requirements of China
      Xinjiang Oil Sales Corporation for more details)

     

    
      
         

      

      
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    2.2
      Development pattern: Concentrated development, on site service.

    


    2.3
      Technical development shall satisfy the technical requirements and acceptance
      requirements:

    


    Clause
      3:
      Service Term, Service Site and Progress

     

    3.1.
      Development Service Term: March 18 through October 31, 2008.

    3.2.
      Development Service Site: Xinjiang Sales Branch of Sinopec.

    3.3.
      Progress:

    April/2008:
      Completion of major demand analysis, launching design of some functions and
      coding

    Mid
      June/2008: Completion of data collections and account process, on-site testing
      ready 

    at
      the
      site of Party A, Urlumuqi,
      and Xinjiang.

    Later
      June/2008: Online testing at Urlumuqi,
      Xinjiang

    September/2008
      Launching in the whole province.

    October
      30, 2008, System inspection and acceptance

    


    Clause
      4: Technological data to be provided

     

    4.1.
      The
      necessary technical material, data, or samples that Party A shall provide to
      Party B 

    Business
      documents related to the system development,

    4.2.
      The
      necessary technical material, data, or samples that Party B shall provide to
      Party A: 

    -
      Sinopec
      Xinjiang Sales Cash Flow Management and Control System (one set)

    -
      User’s
      menu of Sinopec Xinjiang Sales Cash Flow Management and Control System electric
      file (one set)

    -
      Sinopec
      Xinjiang Sales Cash Flow Management and Control System presentation electric
      file (one set).

    


    Clause
      5: Date, Place and Fashion of Inspection and Acceptance

     

    5.1.
      Party A will inspect and accept the accomplished results of this project on
      Party A’s site on October 30, 2008.

    5.2.
      After inspection, Party A shall issue project acceptance report as written
      witness to the result of inspection and acceptance.

    5.3.
      The
      quality warrant term for this project covers one year period starting from
      the
      date of acceptance. Any quality problem in system operation, if occurred during
      this period, Party B shall fix or redo the development free charge.

     

    
      
         

      

      
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    Clause
      6: Fee and Payment

     

    6.1.
      Total charge for the development of this project is RMB 1,062,400.00, covering
      software development cost and implementation cost. All fund needed for the
      development shall be borne by Party A and paid to Party B in accordance with
      this contract.

    6.2.
      Payment Schedule:

    6.2.2
      Installments of the payment:

    6.2.2.1.
      Pay 30% of this contract price within 10 days after the effective date of this
      contract.

    6.2.2.2.
      Pay 40% of this contract price after the completion of testing
      phase.

    6.2.2.3.
      Pay 25% of this contract price within 10 days after final inspection and
      acceptance of the project. 5% remaining balance serves as quality warrantee
      and
      shall be paid to Party B within 10 days after the warrantee term ends as
      completion of the total payment (in case of no quality problem).

    6.4
      Other
      provisions

    None

    6.5
      If
      the contract belongs to related party transactions, the payment method agreed
      to
      by both parties shall not violate the relevant regulations regarding financial
      settlements between related party transactions.

    


    Clause
      7:
      Rights
      and Obligations

     

    7.1.
      Rights of Party A

    7.1.1
      Party A has the right to require Party B to provide technical service result
      in
      accordance with this contract 

    7.1.2.
      Party A has the right to inspect Party B’s service

    7.1.3.
      Party A has the right to request any adjustment or revision shall any problem
      be
      identified in Party B’s service period

    7.1.4.
      Request any technical material or guidance related from Party B.

    


    7.2.
      Obligations of Party A

    7.2.1.
      Provide all the technological, data, materials or sample listed in Clause 4.1.
      within 10 days after the effective date of this contract.

    7.2.2.
      Provide Party B with the following working condition: office space.


    Cost
      of
      the above-mentioned working condition shall be borne by Party A.

    7.2.3.
      Respond to the request from Party B for improving or replacing any technical
      material, data, documents, samples that are not in accordance with the contract
      within __ days after notified.

    7.2.4.
      Pay to Party B according to this contract.

    7.2.5.
      Inspect the result of project development in accordance with this
      contract.

     

    7.3.
      Rights of Party B

    7.3.1.
      Accept technical materials, data, documents and samples from Party
      A

    7.3.2.
      Obtain the payment after the delivery of the accomplished achievement for the
      project in accordance with the requirements specified in this
      contract.

    7.3.3.
      Notify Party A to improve or replace the technical materials, data, sample,
      documents or working conditions which do not match the requirements by this
      contract on receiving it or within 7 days after starting to work. After 7 days,
      all materials provided by Party A are deemed accepted, any request to replace
      becomes invalid request.

    


    7.4.
      Obligations of Party B

    7.4.1.
      In
      line with Party A’s requirements, Party B shall on its own complete the
      stipulated work.. Party A reserves the right to reject the payment request
      and
      terminate this contract unilaterally if Party B subcontracts the job to any
      third party without written consent from Party A. 

    7.4.2.
      Party B shall safeguard all the technical materials and samples provided by
      Party A. Shall any material, samples or equipment be exposed to the risk of
      damage during contract execution period, Party B shall stop working and inform
      Party A immediately. All the materials and samples must be returned to Party
      A
      within one month after the job completion and no materials can be duplicated
      or
      reserved by Party B.

    7.4.3.
      The employees of Party B shall comply with Party A’s regulations when entering
      into Party A’s premise. Any loss of Party B due to Party B member’s violation of
      Party A’s regulations shall be borne by Party B.

    7.4.4.
      After acceptance of the project development, Party B shall transfer the related
      technical knowledge to Party A and provide all related technical material and
      guidance.

    7.4.5
      Representative of Party A must be in compliance with the rights of Party A
      and
      do nothing harmful to Party A’s interests. If any dispute between two parties
      occurs in performing this contract, it is the responsibility of Party A’s
      representative to find solution.

     

    
      
         

      

      
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    Clause
      8. Health, Safety and Environment Protection

     

    Both
      parties shall
      be in
      compliance with the addendum related to health, safety and environment
      protection.

     

    Clause
      9. Confidentiality and Intellectual Property Rights

     

    9.1.
      The
      new technological accomplishments developed by Party A based on the
      technological service results of Party B belong to Party A.

    9.2.
      The
      new technologic achievements obtained by Party B during the implementation
      of
      this contract, including but not limited to: new technology, new process, new
      methodology, new innovation, new discovery, and the related intellectual
      property right are treated according to the following Item 9.2.1 (Party A can
      use it free charge)

    9.2.1.
      Party A owns it, but Party B has the right to use it for free.

    9.2.2.
      Technological achievements belonging to Party B, used by Party A. Party A may
      not transfer to third party without Party B’s consent; Party B can transfer the
      technologic result and related intellectual property right without impacting
      the
      application right of Party A.

    9.2.3
      .Technological achievements belonging to both parties, mode of profit
      allocation; one party shall not transfer the technologic achievements without
      the ascent of the other party.

    9.4.
      Confidentiality

    9.4.1.
      During the contracted term, all materials and the existing achievements and
      related materials of Party A disclosed to Party B in the service process related
      to the implementation of this contract, including but not limited to drawing,
      diagram, data and so on, are Party A’s property and shall be treated in
      confidential way. Party B shall not release confidential information in any
      form
      during the contract period or any time after this contract without written
      permission of Party A. But the followings do not belong to confidential
      information:

    A.
      Information that has already entered public domain;

    B.
      Information gained legally from any third party who bears no obligation of
      confidentiality to the information; 

    9.4.2.
      New technology and new methodology owned by Party B shall be deemed as
      confidential information. Without the written permission of Party B in advance,
      Party A shall not release confidential information to any third party in any
      form.

    9.4.3.
      This provision of confidentiality remains legally binding within one year after
      the contract period.

    


    Clause
      10: Warranties

     

    Either
      party shall warrant that the equipment, materials, technique, software or other
      intellectual properties provided for the purpose of performing the contract
      do
      not infringe the intellectual property right of any third party during the
      application of the other party. In case of infringement occurring to the third
      party’s property rights, the provider shall be in charge of the negotiation with
      the third party and shall shoulder all the legal and financial responsibility
      and indemnify the other party for any loss so caused and keep the other party
      unharmed.

     

    
      
         

      

      
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    Clause
      11:
      Outside Relationship

     

    It
      is
      Party B’s sole responsibility to handle any working relations with other service
      providers.

    


    Clause
      12: Force Majeure

     

    12.1.
      Both parties define force Majeure as the following events: earthquake, typhoon,
      flood, fire, war or other unforeseeable, insurmountable and inevitable affaires
      or situation.

    12.2.
      If
      it is impossible for one party to implement this contract due to force Majeure,
      the party shall immediately report reasons in written form to the other party
      and take any necessary action to reduce the loss caused by force Majeure and
      provide evidence of Force Majeure within 7 days after the occurrence.


    12.3.
      If
      this contract cannot be executed or completed within the contract term due
      to
      force Majeure, the loss caused shall be borne by both parties. If the affected
      party does not notify the other party or take the necessary action to control
      the scope of the loss so as to enlarge the loss, the affected party shall
      compensate the other party for the enlarged part. After the completion of force
      Majeure or its aftermath, if the contracted objectives can be realized, both
      parties shall commit to continue the contract and the related obligations in
      the
      condition that the contract term shall be expanded.

    


    Clause
      13:
      Breach
      of Contract

     

    13.1
      Party A’s liabilities for breach of contract

    13.1.1
      Party A shall bear 5 % of the contract price as penalty if Party A does not
      provide related technological materials, data, samples and working condition
      according to the contract so that Party B cannot finish the service item in
      line
      with the contracted standard.

    13.1.2
      Party A shall pay Party B according to the payment schedule. If Party A delays
      the payment for more than 45 days, it shall pay party B late fee in line with
      the bank deposit interest rates for the corresponding period for days
      delayed.

    13.1.3
      Party A shall compensate the direct loss it causes to Party B shall it violate
      the confidentiality obligations as stipulated in clauses 9.4.2 and
      9.4.3.

    13.1.4
      Other provisions:

    13.2
      Party B’s liabilities for breach of contract

    13.2.1.
      If Party B cannot complete the service item, it shall bear 5 % of the contract
      price 

    as
      penalty and compensate the direct loss it causes to Party A while Party A
      reserves the right to terminate this contract unilaterally;

    13.2.2
      If
      Party B delays to deliver the results, it shall bear 0.1 % of the contract
      price
      as penalty for one day delayed and continue implementing the contract. If Party
      B still does not finish its task after 10 days delay, Party A has the right
      to
      terminate the contract unilaterally and Party B shall return all service fee
      Party A has paid;

    13.2.3
      If
      Party B does not finish the service item according to the contract standards,
      Party B shall be responsible for adjustment to meet the contracted standards.
      If
      the contracted term is due, Party A may allow a certain period to Party B as
      make-up time depending on circumstances. During make-up time, Party B shall
      continue implementing the contract until its results meet the contracted
      standards. If Party B still cannot finish the service according to contracted
      standards when the make-up time is due, or if Party A does not allow make-up
      time, Party A has the right to terminate the contract unilaterally when the
      make-up time or the contract term is due and Party B shall return all service
      fee Party A has paid. If Party B finishes the task within the make-up time,
      as
      it has delayed the delivery, Party B shall pay late fee according to
      13.2.2;

    13.2.4
      During the term of the contract, if Party B finds the technological materials,
      data, samples or working conditions and so on fail to meet contracted
      requirements but does not notify Party A in written form within the term of
      the
      contract in line with clause 7.3.3 so that technological service is stopped,
      delayed or prevented from implementation, Party B shall bear 0.1 % of the
      contract price as penalty;

    13.2.5
      Party B shall compensate the direct loss it causes to Party A shall it violate
      the confidentiality obligations in clauses 9.4.1 and 9.4.3.

    13.2.6
      Other provisions:

    


    Clause
      14 : Indemnity 

     

    14.1.
      Party B shall be responsible for any insurance coverage necessary for its
      equipment and employees. In event of any damage and harmful consequence
      occurring to Party B (with the exception of Party A’s fault), Party B shall look
      to its insurer for coverage, instead of Party A.

    14.2.
      As
      for any damage on equipment or harmful impact on employees of Party B caused
      by
      fault of Party A, Party B shall make claim from its own insurer, Party A only
      cover the part of loss not covered by Party B’s insurer.

     

    
      
         

      

      
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    Clause
      15:
      Taking
      Effect, Change of Contract Terms, and Termination 

     

    15.1
      The Contract enters into force upon signing and and sealing by legal
      representatives or authorized persons of the parties.

    15.2
      This Contract may be modified, and the modification shall be in written
      form.

    15.3
      This Contract shall be terminated under any one of the following
      situations:

    15.3.1
      This Contract has been performed;

    15.3.2
      Both parties intend so after negotiation;

    15.3.3
      Either party does so relying on clause 15.4.

    15.3.4
      Other provisions:

    15.4
      Where any of the following situations occurs to one party, the other party
      has
      the right to notify the party to terminate the contract in whole or partially,
      without prejudice to any remedies available:

    15.4.1
      bankruptcy or liquidation;

    15.4.2
      Events of force majeure last for 30 days, and render impossible the contract
      purpose;

    15.4.3
      violating confidentiality obligations;

    15.4.4
      failing to perform obligations under this Contract and failing to make
      corrections within 30 days or a period agreed to by both
      parties;

    15.4.5
      other provisions:

     

    Clause
      16:
      Dispute

     

    Both
      parties shall amicably solve disputes over performing this contract. When the
      disputes can’t be dissolved through consultation, confirm _the
      second method as
      the
      means for handling disputes:

    1.
      Apply
      for arbitration in the Arbitration Committee where
      contract signature place locates;

    2.
      File
      proceeding on people’s court of Urlumuqi City according to law

    


    Clause
      17:
      Point
      of Contact 

     

    Both
      parties confirm, within the valid period of this contract, Party A designates
      Chen
      Yong
      as the
      contact person of Party A’s program, 

    Address:
      No. 8 Minzhu Road, Urlumuqi,
      Xinjiang

    Phone:
      0991-2352802

    Party
      B
      designates Zhang
      Tingbing as
      the
      contact person of Party B’s program.

    Entrusted
      party (party B): Pansoft
      (Jinan) Company Ltd.

    Address:
      Floor
      3, Qilu Software Building, High & New Tech Area, Jinan,
      Shandong

    Phone:
      0531-88871165

    


    Clause
      18
      Miscellaneous

     

    This
      contract takes effect on the same day after authorized representatives from
      both
      parties have signed and sealed it.

    


    18.1
      With
      unmentioned items during the implementation of this contract, both parties
      shall
      resolve it amicably and make amendments in accordance with the related laws
      and
      regulations of PRC. Amendments shall be abided and implemented by both
      parties.

    18.2
      This
      contract has four
      copies;
      each party holds two, bearing same legal effect.

    


    Party
      A:
Xinjiang
      Sales Branch of China National Petroleum Corporation, L td
      (seal)

    Legal
      representative/entrusted agent: Chen
      Yong (signature)

    


    Party
      B:
Pansoft
      (Jinan) Company Ltd (seal)

    Legal
      representative/entrusted agent: Wang
      Hu (signature)

     

    
      
         

      

      
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