Unassociated Document


    Exhibit 10.1

     

    Software
Development and Service Contract for the Information Network System for the
Central Management of Offshore Funds of China Petrochemical
Corporation

     

    Party A:
Shanghai Branch of Petro-Cyberworks Information Technology Co.,
Ltd.

    Party B:
Pansoft (Jinan) Company Ltd.

     

    Place of
Signature:

    Signature
date: March 12, 2009

     

    
      In
compliance with PRC
Contract Law and on basis of fully and truly consensus of both parties
after adequate and fair discussion and communication, this contract is hereby
reached by Party A and Party B on the development and service of system software
of the information network system for the central management of offshore funds
of China Petrochemical Corporation.

    

     

    I  Term, Place, and
Means

    1. This
contract comes into force on the signing and sealing of the authorized
representatives of both parties, and is to be carried out in Beijing of the
People’s Republic of China. When the program is testified to be qualified, this
task is completed. Party B, from the day the program is inspected and accepted
on, is responsible to maintain the system for three years free of
charge.

    2. If
the inspection and acceptance fails, Party B should make improvements within a
reasonable period. If it fails again after improvements, Party A shall be
entitled to invite a third party to make improvements, and the consequent
expenses shall be paid by Party B.

     

    II  Methods of
Contract Payment

    1. The
total sum of the contract reaches RMB 10,050,000.

    
      2. Party
A shall pay 20% of the total sum of the contract, i.e. RMB 2,010,000, to Party B
within 20 working days after the signature date of this contract.

      
        3. After
the software is developed and is tested and accepted by the user, Party A shall
pay 30% of the total sum of the contract, i.e. RMB 3,015,000, to Party B within
20 working days.

        
          4. After
the successful application in Shengjun Headquarters, its branches, and
enterprises pilots, Party A shall pay 20% of the total sum of the contract, i.e.
RMB 2,010,000, to Party B within 20 working days.

          
            5. After
the promotion and implementation of the system is completed, Party A shall pay
20% of the total sum of the contract, i.e. RMB 2,010,000, to Party B within 20
working days.

          

          
            6. After
the system is inspected and accepted, Party A shall pay 10% of the total sum of
the contract, i.e. RMB 1,005,000, to Party B within 20 working
days.

          

        

      

    

     

    III Standards and Methods
of Inspection and Acceptance

    Standards applicable to
and methods of inspection and acceptance shall be carried out in accordance with
Attachment
to Software Development and Service Contract for the Information Network System
for the Central Management of Offshore Funds of China Petrochemical
Corporation and Regulations
of the Inspection and Acceptance of Information Technology Program of China
Petrochemical Corporation.

     

    
      IV.
Confidentiality

    

    Both
Party A and Party B shall keep secret for the completion and the inspection and
acceptance of the program, and, without the written confirmation of the other
party, disclose no technical documents or statistics concerned with the contract
to any party not related to the contract, including the contract itself. As to
confidential information from either parties or the users, both parties shall
observe this regulation in the same way.

     

    V.
Liability for Breach of Contract

    1. Party
B shall complete within the period stipulated in the contract the work of
implementation and maintenance in accordance with the requirements of
the progress. If the work is delayed for reasons outside the following
VI provision, Party B shall pay 0.1 % of the total sum of the contract as
penalty for every single day delayed.

    2. Party
A shall pay to Party B in accordance with the contract. If party A delays the
payment for reasons outside the force majeure listed in the followingVI
provision, Party B shall pay 0.1 % of the total sum of the contract as penalty
for every single day delayed.

    3. In any
case, the indemnification obligation and liability for breach of Party A and
Party B accumulated under this contract shall not exceed 5% of the
contract.

     

    VI  Force
Majeure

    Due to
force majeure (earthquake, typhoon, flood, fire, war or other unforeseeable,
insurmountable and inevitable affaires or situation), either party unable to
fulfill the contract shall immediately report reason of why they fail to fulfill
or completely fulfill the contract to the other party in writing, and send to
the other party evidence of force majeure confirmed by local government within 4
days. In case of force majeure, the affected party shall be allowed to delay the
fulfillment, or partly fulfill or not fulfill the contract without being
considered as breach of contract.

     

    VII Intellectual Property
Rights

    1. Any
intellectual property rights related to the software system and/or customized
program Party A entrusted with Party B to develop for Party A and/or the end
user of Party A belongs to Party A.

    2. Party
B shall guarantee that all the software and service provided by it do not
infringe the intellectual property rights of any third party or its duties and
responsibilities for any third party (including but not limited to the
infringement of non-competes or acts beyond the scope of the power of agency).
If Party A and /or the end user of Party A receive claims, prosecution, or
arbitration from any third party for infringement or any other reasons resulting
from acquiring or using the service or software of Party B, Party B shall
intervene and solve it, and make compensation for all the losses and damages to
Party A and /or the end user of Party A.

     

    VIII
Arbitration

    All
disputes arising from or in connection with this contract shall be solved
amicably through consultation. If they cannot be settled through consultation,
they may be submitted to Beijing Arbitration Commission for arbitration in
accordance with its rules of arbitration in effect at the time of applying for
arbitration. Its arbitration is binding on both parties.

     

    IX
Application of Law

    This
contract and its effects, explanation, execution, and settlement of disputes are
controlled by relevant laws of the People’s Republic of China.

     

    X
General Clauses

    This
contract is made out in four original with two copies for each party. Any
revision or supplementation to the provisions of the contract must be confirmed
by both parties in writing. What is left unmentioned in the execution of the
contract shall be solved by both parties through consultation.

     

    XI
Attachment to the Contract

    Attachment
to the contract is part of and has the same legal effect with the
contract.

    Attachment: Attachment
to Software Development and Service Contract for the Information Network System
for the Central Management of Offshore Funds of China Petrochemical
Corporation

     

    
      	
              Party
      A: Shanghai Branch of Petro-Cyberworks Information Technology Co.,
      Ltd.

               

              Representative:

               

              Date:

               

            	
              Party
      B: Pansoft (Jinan) Company Ltd.

               

              Representative:

               

              Date:

               

            


    

     

     

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