Unassociated Document


    
      Contract
No.: zc20090105

    

    


    
      Finished
Oil Sales Contract

    

    


    
      Party A:
Chuanyu Branch of China Petroleum and Chemical Sales Co.,
Ltd.

    

    
      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:

              


      

       

    

    
      	
              Arrival
      Stop (Harbor)

            	 	
              Item

            	 	
              Amount

            	 	
              Price

            	 
	
              Tianhui
      Town

            	 	
              Gasoline

            	 	
              30000

            	 	
              Fluctuate
      in line with market conditions

            	 
	
              Tianhui
      Town

            	 	
              Diesel

            	 	
              10000

            	 	
              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. 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. Tanhui
oil tank 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 the
Headquarter 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:
Chuanyu Branch of China Petroleum and Chemical Sales Co.,
Ltd.

      

    

    Legal
Representative or Authorized Person: Li Jun (signature)

    (with
corporate seal)

    


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

    

    Legal
Representative or Authorized Person: Zhao Yongan (signature)

    (with
corporate seal)

     

    Execution
Date: January 25, 2009