Unassociated Document


    Exhibit
10.35



      [UNOFFICIAL
ENGLISH TRANSLATION SOLELY FOR REFERENCE]

       

      Yanchang
Petroleum (Group) Corp. Ltd.

      Finished
Oil Products Sales Contract

      Contract
No.:2009-12-23        

      Supplier:
Yanchang Petroleum (Group) Corp. Ltd.

      Purchaser:
Xi’an Baorun Industrial Development Co., Ltd.

      
        	
                 
      

              	
                1.

              	
                Name,
      quantity and price of the products:

              


      

      
        
          	
                  Name

                	 
      	
                  Quantity

                	 
      	
                  Price (Yuan/Ton)

                
	
                  Gasoline

                	 
      	
                  100,000

                	 
      	
                  Supplier-determined
      price

                
	
                  Diesel

                	 
      	
                  100,000

                	 
      	
                  Supplier-determined
      price

                


        

      

      
        	
                 
      

              	
                2.

              	
                Technical
      Benchmark:

              


      

      Gasoline:
GB17930-2006

      Diesel:
GB252-2000

      
        	
                 
      

              	
                3.

              	
                Location
      of delivery, method of transportation and related fees and
      expenses:

              


      

      
        	
                 
      

              	
                a.

              	
                Location:
      subsidiary refinery of Yanchang Petroleum (Group) Corp.
    Ltd.

              


      

      
        
          	
                   
      

                	
                  b.

                	
                  Method
      of transportation: Methods of transportation are by road or
      railway.

                
	 	
                  c.

                	
                  Fees
      and expenses: Purchaser shall be responsible for the fees and
      expenses.

                


        

      

      
        	
                 
      

              	
                4.

              	
                Payment
      method

              


      

      The
payment for the products shall be received before the delivery of the products.
The
related financial procedure shall be cleared in the same day; value added
tax receipt shall be issued at the middle and the end of the month.

      
        	
                 
      

              	
                5.

              	
                Other
      covenants:

              


      

      a.
Parties shall balance the supply and purchase quantity in accordance with the
contract; the balancing period is half month. If the Supplier cannot supply the
contracted quantity for special reasons such as halt of production or equipment
examination, it shall notify Purchaser three days in advance. Purchaser shall
pay a deposit amount of RMB 10/Ton; if the Purchaser cannot complete the
contracted quantity for special reasons, it shall notify the Supplier in
advance.

      b. The
resolution of the contract related dispute:

      The
parties shall negotiate to resolve the issues not covered by this contract.
Parties may file a lawsuit to the court at the location of the contract to
resolve any dispute.

      c. There
shall be two copies of the contract; each party shall hold one
copy.

      
        
          	 
      	 
      	
                  Supplier

                	 
      	
                  Purchaser

                
	
                  Name

                	 
      	
                  Yanchang
      Petroleum (Group) Corp. Ltd.

                	 
      	
                  Xi’an
      Baorun Industrial Development Co., Ltd.

                
	
                  Legal
      Representative (Entrusted Person)

                	 
      	
                  Yihai
      Gao

                	 
      	
                  Xiaojun
      Wu

                
	
                  Tel

                	 
      	
                  029-883011132

                	 
      	
                  029-82683629

                
	
                  Bank

                	 
      	
                  China
      Construction Bank, Gao Yi Branch

                	 
      	
                  China
      Guangda Bank, Dongjiao Branch

                


        

      

      Location
of the contract: Sales branch of Yanchang Petroleum Group

      Valid
period: 1 year