Gas
Station Lease Agreement

     

    Pursuant
to the Contract Law of the People’s Republic of China, and the relevant laws and
regulations, on the basis of equal, mutual benefit, same valuable considerations
and volitions of both parties, through friendly negotiations, in regard to the
matters of leasing the Lantian Gas Station, Xi’an Baorun Industrial Development
Co., Ltd. and Lantian Gas Station hereby reach agreements as below:

    


    Article
1: Parties

    Lessor:
Xi’an Baqiao District Lantian Gas Station (hereinafter “Party A”)

    Registered
Address: Xihou Village, Baqiao District, Xi’an City

    Legal
Representative: Hu Xiaoli

    


    Lessee:
Xi’an City Baorun Industrial Development Co., Ltd. (hereinafter “Party
B”)

    Registered
Address: Dongxin Shiji Square, No. 7, Huoju Road, Xi’an City

    Legal
Representative: Gao Xincheng

    


    Article
2: Content of Lease

    Party A
leases Party B the gas station, which was built by it on the side of National
Highway 312, Xihou Village, Hongqing Sub-district Office, Baqiao District, Xi’an
City. The gas station covers 7,337 square meters, and includes eight
computerized fuel dispensers, the total amount of storage is 240 cubic meters,
four storage tanks, the rain-proof shed, which is 1,200 square meters, and 20
business rooms.

    


    Article
3: Term of Lease

    
      	
              1.

            	
              The
      term of lease of the gas station starts from August 1, 2009 through July
      31, 2038.

            


    

    
      
        	
                2.

              	
                The
      agreement becomes effective after being signed and sealed by Party A and
      Party B. The term of lease commences from the date that Party B takes
      possession of the gas
station.

              


      

    

    


    
      Article
4: Rent and Payment

    

    
      
        	
                1.

              	
                The
      yearly rent of the gas station is RMB2,000,000. The term of lease is 29
      years, and the total amount of rent is
  RMB58,000,000.

              


      

    

    
      
        	
                2.

              	
                Within
      five days after the agreement is executed and the gas station is delivered
      to Party B, Party B shall pay Party A RMB46,400,000, which is 80% of the
      total amount of rent. After the relevant procedures of the gas station,
      such as the operating license for petroleum products and the operating
      license for hazardous chemicals, have changed, and it has been confirmed
      that Party A has no tax, measurement and other issues during the
      period of its business operation, Party B shall pay Party A 20% of the
      total amount of rent. The expenses incurred by the change procedures shall
      be assumed by Party A.

              


      

    

    


    
      Article
5: Handover of Leasing Properties

    

    
      
        	
                1.

              	
                After
      Party A completes the relevant procedures, both parties conduct the
      handover. Party B takes the leasing properties and conducts the image
      package according to its
needs.

              


      

    

    
      
        	
                2.

              	
                In
      the event the quality of the construction has problems within one year,
      Party A is responsible for the free repair and
  maintenance.

              


      

    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
Article
6: Property Rights and Ownerships during Term of Lease

    
      
        	
                1.

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

              


      

    

    
      
        	
                2.

              	
                During
      the period that Party B operates the gas station, Party A is responsible
      for negotiating with the neighbors, and guarantees the ordinary supply of
      water and electricity for Party B. Party B is responsible for the water
      and electricity fees.

              


      

    

    
      
        	
                3.

              	
                Party
      A covenants that no law suits or disputes of transfer, assignment and
      pledge are arising from or in connection with this gas station. In the
      event Party A causes the disputes of property rights of the leasing
      properties, and Party B is therefore not able to conduct ordinary
      operations, Party A shall assume all of the compensation
      liabilities.

              


      

    

    
      
        	
                4.

              	
                Party
      B shall individually conduct businesses in accordance with laws, be
      responsible for the profit and loss, pay taxes in accordance regulations,
      and assume the civil liabilities of the credits and
  debts.

              


      

    

    
      
        	
                5.

              	
                Party
      A shall provide with the legal procedures of the property rights of the
      gas station. During the period that Party B operates the gas station, in
      the event Party B is not able to conduct the ordinary business due to the
      property right disputes of the gas station, the demolition and
      resettlement of the gas station, or the administrative agencies’
      interference based on the plan and location selecting, Party A shall
      return the paid rent of unused years, and compensate the actual loss
      caused by the aforesaid
events.

              


      

    

    


    
      Article
7: Partial Modification of Gas Station

    

    
      During
the term of lease, in the event the leasing properties cannot reach the ordinary
use requirements, Party B shall obtain the written consent of Party A and then
conduct necessary partial modifications. The modification expenses shall be
assumed by Party B. Upon the expiration of the term of lease, the properties and
equipments of the leasing gas station shall reach the ordinary use
condition.

    

    


    Article
8: Adding Facility and Equipment

    The
facilities and equipments that are added by Party B during the term of lease
shall belong to Party B. Upon the expiration of the term of lease, Party B shall
dispose the aforesaid facilities and equipments by itself within the period
stipulated by Party A.

    


    Article
9: Covenants of Parties

    
      
        	
                1.

              	
                All
      of the taxes, claims and debts of the gas station incurred prior to the
      lease shall be assumed by Party A. Party B has no liabilities to the
      aforesaid taxes, claims and
debts.

              


      

    

    
      
        	
                2.

              	
                The
      claims and debts incurred during period of Party B’s ordinary operation of
      the gas station shall be assumed by Party B. Party A has no liabilities to
      the foresaid claims and
debts.

              


      

    

    
      
        	
                3.

              	
                During
      the term of lease, in the event the gas station is demolished and
      resettled due to the urban plan and similar reasons, Party A shall return
      the paid rent of the unused period to Party
B.

              


      

    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Article
10: Breach

    Party A
and Party B shall assume the breach liabilities, in the event either party
breaches the agreement to cause the non-performance of the
agreement.

    
      
        	
                1.

              	
                Breach
      of Party A: Party A shall return the paid rent to Party B, and shall pay
      Party B 10% of the total amount of rent as the breach
    penalty.

              


      

    

    
      
        	
                2.

              	
                Breach
      of Party B: Party B has no rights to request Party A to return the rent,
      and shall pay Party A 10% of the total amount of rent as the breach
      penalty.

              


      

    

    
      
        	
                3.

              	
                In
      the event the gas station cannot be ordinarily operated due to the
      disputes of the use right of land, Party A shall compensate Party B the
      normal loss during the period of ceasing operations. In the event the
      lease agreement cannot be performed due to the disputes of the use right
      of land, Party B is entitled to rescind the agreement unilaterally, and is
      not responsible for the breach liability. Party A shall return the paid
      rent of the unused period.

              


      

    

    


    
      Article
11: Rescission and Termination of Agreement

    

    
      
        	
                1.

              	
                The
      occurrence of force majeure events causes the agreement unable to be
      continuously performed.

              


      

    

    
      
        	
                2.

              	
                The
      national policies change, and the gas station objectively cannot be
      continuously operated.

              


      

    

    
      
        	
                3.

              	
                Upon
      the early termination, Party A shall return the paid rent of the rest
      duration of the lease to Party
B.

              


      

    

    


    
      Article
12: Effectiveness of Agreement

    

    
      The
agreement becomes effective after both parties sign and seal the
agreement.

    

    


    
      Article
13: Dispute

    

    During
the term of lease, in the event any dispute is occurred between both parties,
both parties shall based on the friendly and equal spirit to negotiate the
dispute. In case both parties cannot reach agreements through negotiations, the
parties shall submit a lawsuit to the People’s Court.

    


    Article
14: The agreement consists of two copies, each party holds one
copy.

    


    Article
15: Any matter that is not specified in the agreement shall be negotiated and
amended, its supplemental and amended agreement shall has the same legal
effects.

    


    Lessor:
Xi’an City Baqiao District Lantian Gas Station

    Legal
Representative: (signature)

    (with
corporate seal)

    


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

    Legal
Representative: (signature)

    (with
corporate seal)

    


    Date of
Execution: July 27, 2009

    Location:
Xi’an

     

    
      
         

      

      
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