Unassociated Document


    Exhibit
10.37

    [UNOFFICIAL
ENGLISH TRANSLATION SOLELY FOR REFERENCE]

     

    Gas
Station Lease Agreement

    (with
Andong Gas Station)

    


    Pursuant
to the “PRC Contract Law” and other applicable statutes, Xi’an
Baorun Enterprise Development Co. Ltd. and Andong Gas Station have
entered into the agreement as follows regarding the leasing of Andong Gas
Station:

    


    Article
I          Two Parties to This
Agreement

    


    
      	
              Lessor: 

            	
              Andong
      Gas Station (“Party A”)

            


    

    
      	
              Registered
      Address: 

            	
              North
      of Liu Village, Baling County, Baqiao District,
  Xi’an

            


    

    
      	
              Legal
      Representative: 

            	
              WANG
      Junben

            


    

    


    
      	
              Lessee: 

            	
              Xi’an
      Baorun Enterprise Development Co. Ltd. (“Party
    B”)

            


    

    
      	
              Registered
      Address: 

            	
              7
      Huoju Road, New Century Plaza,
Xi’an

            


    

    
      	
              Legal
      Representative: 

            	
              GAO
      Xincheng

            


    

    


    Article
II        Content of the
Lease

    


    Party A
shall lease the gas station located north of Liu Village, Baling County, Baqiao
District, Xi’an to Party B.  The said station occupies a ground area
of 7 mu, including 8 electronic gas filling machines, 4 storage tanks with a
total capacity of 240 cubic meters and a rain shed of about 1000 square
meters.

    


    Article
III       Term of the Lease

    


    1. The
term of the lease starts on December 17, 2009 to December 16, 2029.

    


    2. This
Agreement will take effect upon execution and the start of the lease is on the
day when Party B takes over the station.

    


    Article
IV       Rent and Payment Method

    


    1. The
annual rent for the station is RMB 2,200,000.00 even and the total rent for the
entire 20-year term of the lease is RMB 44,000,000.00 even.

    


    2. Upon
execution hereof and within 5 days after the gas station’s operation is turned
over to Party B, Party B shall pay to Party A 80% of the total rent in the
amount of RMB 35,200,000.00; and after the completing of the applicable
registration procedures regarding the station and confirming the remaining
issues from Party A’s operation, Party B shall pay to Party A the balance of 20%
of the rent.  Party A shall bear the fees for change registration
procedures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
V        Handover of Object under
Lease

    


    1. After
Party A completes the applicable procedures, Party A and Party B will carry out
the handover and Party B shall receive the object under the lease and package it
according to the image it requires.

    


    Article
VI       Property Right and Ownership Right
during the Term

    


    1. During
the term of the lease, the use right and beneficial right of the gas station
belongs to Party B.

    


    2. During
the period operation by Party B, Party A shall be responsible to assist with and
manage relationship with the neighbors of all four sides and to ensure the
normal provision of water and electrify; Party B shall be responsible for water
and electricity charges.

    


    3. Party
A warrants that the gas station is not involved in any litigation and any
disputes regarding its transfer, sublease and pledge guarantee and other
rights.  If there is any disputes regarding the property right to the
object under the lease that causes Party B to be unable to operate normally,
Party A shall be liable for all the compensation.

    


    4. Party
B shall operate independently according to the law, be responsible for its own
profit and loss, pay all taxes as required by applicable regulations and bear
its own credit and debt liabilities and civil liabilities.

    


    5. Party
A must provide the legal procedures [sic] regarding the property right to the
gas station.  If, during the period of Party B’s operation, there is
any dispute regarding the gas station’s property right or interference caused by
demolition or by the administrative agencies for planned site selection that
results in Party B’s inability to operate normally, Party A shall refund the
portion of the rent already paid by Party B for all the time/year period [the
property is] not used and shall compensate Party B for all the actual loss
resulting from it.

    


    Article
VII      Partial Reconstruction of the Gas
Station

    


    During
the term of the lease, when the specifications of the object under the lease do
not meet the requirements for normal operation, Party B, after obtaining consent
from Party A, can perform necessary reconstruction of some of the assets and
facilities of the gas station at its own cost.  When at the end of the
term of the lease, the gas station part under the lease must be in the normal
usable condition.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
VIII    Addition of Facilities

    


    All the
facilities and equipment added by Party B during the term of the lease belong to
Party B.  At the end of the term of the lease, Party B must dispose of
them at its own discretion within the time stipulated by Party A.

    


    Article
IX       The Two Parties’
Warranties

    


    1. Party
A shall bear responsibility for all the taxes, credit and debt obligations that
occurred prior to the lease of the gas station to Party B and Party B shall have
no obligation for any of them.

    


    2. Party
B . Party A shall bear responsibility for all the credit and debt obligations
that occur after taking over the operation from Party A and Party A shall have
no obligation for any of them.

    


    3. During
the term of the lease, if the gas station is demolished due to urban
planning  and other such factors, , Party A shall refund the portion
of the rent already paid by Party B for all the time/year period [the property
is] not used.

    


    Article
X        Breach of Agreement and Breach
Liabilities

    


    Either of
the two parties in violation hereof shall be liable for the breach.

    


    1. Breach
by Party A: Party A shall refund the rent paid by Party B and pay to Party B a
default penalty equaling 10% of the total rent.

    


    2. Breach
by Party B: Party B shall have no right to demand Party A to refund the rent and
shall pay to Party A a default penalty equaling 10% of the total
rent.


    


    Article
XI       Dissolution and Termination of this
Agreement

    


    1. The
occurrence of Force Majeure causing impossibility for the performance
hereof.

    


    2. Due to
the change of State policies, the gas station objectively cannot be
operated.

    


    3. Should
the lease be terminated ahead of its expiration, Party A shall refund Party B
the portion of the rent already paid for the balance of the term.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
XII     Effectuation of This Agreement

    


    This
Agreement takes effect when it is signed and affixed with a seal.

    


    Article
XIII    Resolution of Disputes

    


    During
the term of the lease, if there is any dispute between the two parties, it
should be settled in the spirit of amicable discussion and negotiation by the
two parties on the equal basis.  If discussion and negotiation fail,
it must be submitted to the People’s court.

    


    Article
XIV    This Agreement has one set of two copies with one to
each party.

    


    Article
XV.     The two parties shall negotiate and make amendments
hereof and supplements hereto for all matters not yet covered herein; all
amendments and supplements hereto shall have equal legal effect.

    


    
      
        	
                Lessor:

              	
                Lessee

              
	 
      	 
      
	
                Andong
      Gas Station (Seal)

              	
                CBEH
      (Seal)

              
	 
      	 
      
	
                Legal
      Representative: WANG Junben

              	
                Legal
      Representative: XIANG Shanqiang

              
	 
      	 
      
	
                Date:   
      December 17, 2009

              	 
      
	 
      	 
      
	
                Place:  Xi’an