Unassociated Document


    Exhibit
10.39

    


    [UNOFFICIAL
ENGLISH TRANSLATION SOLELY FOR REFERENCE]

    


    Contract
No.: zc20100106

    


    Finished
Oil Sales Contract

    


    Party A:
Chongqing Oil Subsidiary Company of China Petroleum & Chemical
Corporation

    Party B:
Xi’an City Baorun Industrial Development Co., Ltd.

    


    


    Pursuant
to the Contract Law of the People’s Republic of China, and relevant laws and
regulations, based on equal and mutual benefits, and same value considerations,
through negotiations, both parties execute the contract.

    


    1. Item
(hereinafter “Oil Product”), Amount and Price: (Unit: Ton, Yuan/Ton,
Yuan)

    


    
      
        
          
            
              
                	
                        Arrival
      Stop (Harbor)

                      	
                        Item

                      	
                        Amount

                      	
                        Price

                      
	
                        Wangzhou,
      Peiling

                      	
                        Gasoline

                      	
                        90000

                      	
                        Fluctuate
      in line 

                        with
      market 

                        conditions

                      
	
                        Wangzhou,
      Peiling

                      	
                        Diesel

                      	
                        70000

                      	
                        Fluctuate
      in line 

                        with
      market 

                        conditions

                      


              

            

          

        

      

    

    Note: The
supply amount is the actual shipping amount.

    


    2.
Standard of Quality:

    


    The
gasoline of the Oil Product set forth in this contract reaches the standard of
GB17930-2006. The Diesel Product set forth in this contract reaches the standard
of GB252-2000. In the event both parties cannot reach agreements to the quality,
it shall base on the examination report rendered by the quality examination
institution of Sichuan. In the event the quality of Oil Product has problems,
Party A is entitled to reject the Oil Product, and Party B shall assume all of
the results.

    


    3.
Delivery of Oil Product:

    


    The
delivery of the items shall be in accordance with the chart listed above. An Oil
depot designated by Party A is responsible for the accepting and unloading
work.

    


    4.
Standard of Measurement and Exhaust

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Railway
transportations are based on the measurement of loaded cars. The measurement is
executed in accordance with the “Measurement and Management Standard of Oil
Products of China Petroleum and Chemical Corporation”. In the event the exhaust
of transportation is within 3‰, both parties make up a deficiency to each other;
n the event the exhaust exceeds the aforesaid standard, Party B shall
assume.

    


    5.
Payment:

    


    Using the
delivery and one ticket system as the payment method, the price of payment is
the delivered price. Party A shall pay off the payment after receiving the Oil
Product and A.V.T. invoices.

    


    6.
Alteration and Cancellation

    


    6.1 Both
Parties may negotiate to change or cancel the contract. The alteration or
cancellation of the contract shall be in writing.

    


    6.2 In
the event the followings occur, either party may unilaterally cancel the
contract:

    


    6.2.1 Due
to the force majeure, the purpose of the contract cannot be
realized.

    


    6.2.2
Without the other party’s written consent, one party transfers rights and
obligations of the contract in part or in whole to a third party.

    


    6.3 After
the contract is cancelled, the payment, clearance and dispute provisions of the
original contract survive and still are effective.

    


    6.4 The
party that cancels the contract shall perform the obligation to notify the other
party when cancelling the contract.

    


    7.
Breach

    


    7.1 In
the event the quality of Oil Product Party B delivered does not qualify and
cause losses of Party A and the third party, Party B shall compensate all losses
incurred to Party A, and be responsible for replacing the Oil Product having
quality problems, pay Party A the penalty, which is 1% of the total amount of
the contract. All expenses incurred by replacing the Oil Product shall be
assumed by Party B.

    


    7.2 In
the event the occurrence of other breaches, the breaching party shall compensate
the other party all losses incurred by its breach. In case both parties are at
fault, each party shall assume its relevant liabilities.

    


    8. Force
Majeure

    


    8.1 In
the event the occurrences of the force majeure, for example, fire, earthquakes,
typhoons, floods and natural disasters, and other unforeseeable, unavoidable,
and insurmountable events cause the non-performance of the obligations of the
contract in whole or in part, the affected party or both parties shall not
assume breach liabilities, but shall notify the other party within 48 hours
after the occurrence of the force majeure, and provide the other party with
valid evidencing documents within 7 days after the occurrence of such
events.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.2 The
affected party or both parties shall take actions to mitigate the loss caused by
the force majeure to the lowest degree.

    


    9.
Dispute

    


    Any
dispute arising from the contract shall be negotiated by both parties. In the
event the negotiation fails to resolve the dispute, it shall be submitted to the
People’s Court at the place Party A resides.

    


    10.
Effectiveness and Miscellaneous

    


    10.1 The
contract becomes effective after both parties sign and seal on the
contract.

    


    10.2 In
the event any matter is not specified in the contract, both parties may execute
supplemental agreements.

    


    10.3 The
contract consists of two copies; each party holds one copy.

    


    Party A:
Chongqing Oil Subsidiary Company of China Petroleum & Chemical
Corporation

    Legal
Representative or Authorized Person: Zhangping Liu (signature)

    (with
corporate seal)

    


    Party B:
Xi’an City Baorun Industrial Development Co., Ltd.

    Legal
Representative or Authorized Person: Yongan Zhao (signature)

    (with
corporate seal)

    


    Execution
Date: January 6, 2010