Filed by Bowne Pure Compliance





Exhibit 10.86



CERTAIN PORTIONS OF THIS AGREEMENT AND THE ANNEXES THERETO WHICH ARE INDICATED BY “XXX” HAVE BEEN
OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION




CDF EQUIPMENTSAND MATERIAL TRANSFER

CONTRACT




BETWEEN




CHINA PETROCHEMICAL INTERNATIONAL

COMPANY LIMITED




AND




SYNTROLEUM CORPORATION




BEIJING, CHINA




CONTRACT NO.: XXX



 


 









 





CONTENTS OF CONTRACT




DEFINITIONS





	l.	 	OBJECT OF CONTRACT

	 
	2.	 	PRICE

	 
	3.	 	PAYMENT AND TERMS OF PAYMENT

	 
	4.	 	TRANSFER OF CDF EQUIPMENTS AND MATERIAL

	 
	5.	 	TECHNICAL SUPPORT

	 
	6.	 	WARRANTY AND LIABILITY

	 
	7.	 	FORCE MAJEURE

	 
	8.	 	TAXES AND DUTIES

	 
	9.	 	CONFIDENTIALITY

	 
	10.	 	ARBITRATION AND GOVERNING LAW

	 
	11.	 	MISCELLANEOUS

	 
	12.	 	ADDRESSES






SIGNATURE



 


 









 





CONTENTS OF ANNEXES




	 	 	 
	ANNEX 1

	 	EQUIPMENTS AND MATERIAL OF CATOOSA DEMONSTRATION FACILITY (CDF)
	 
	ANNEX 2

	 	CDF PLOT PLAN
	 
	ANNEX 3

	 	WORK TEAMS FROM BUYER TO THE JOB SITE 01’ CDF
	 
	ANNEX 4

	 	RATE SHEET FOR TECHNICAL SUPI>ORT FROM SELLER

	 
	ANNEX 5

	 	EQUIPMENT EXPORT LEGAL OPINION






 


 









 





CDF EQUIPMENTS AND MATERIAL TRANSFER CONTRACT




CONTRACT NO.: XXX



CDF EQUIPMENTS AND MATERIAL TRANSFER CONTRACT (the “CONTRACT”) is made by and between China
Petrochemical International Company Limited (“BUYER”), a Company incorporated in China with its
principal offices located at No. 4 Huixindong Street, Chao Yang District, Beijing, China 100029,
and Syntroleum Corporation (“SELLER”), which is registered in the State of Delaware, U.S.A., and
located at 5416 South Yale Avenue, Suite 400 Tulsa, OK 74135 U.S.A.



WHEREAS, the SELLER acknowledges and agrees that the BUYER, as a wholly owned subsidiary and trade
arm of SINOPEC, is assigned as an agent for negotiating and executing the CONTRACT. The PARTIES
both agree that any and all rights and obligations of the BUYER stipulated in the CONTRACT will be
finally and substantially belong to SINOPEC.




 


 









 





The PARTIES agree to authorize their representatives to sign, as a result of friendly negotiation,
this CONTRACT under the following terms and conditions:



DEFINITIONS





	1	 	“AFFILIATES” means a corporation or other entity directly or indirectly controlling or
controlled by a PARTY and which may be the parent company or any subsidiary thereof. For
purposes of this definition, “control” means direct or indirect ownership of at least fifty
(50%) percent of the equity in or the voting rights of such entity.

	 
	2	 	“CONTRACT” mean this CDF EQUIPMENTS AND MATERIAL TRANSFER CONTRACT including the ANNEX and
any written, agreed modification thereof.

	 
	3	 	“ANNEX” means the Annexes incorporated by reference and attached to this CONTRACT.

	 
	4	 	“BUYER” means China Petrochemical International Company Limited.

	 
	 	 	SELLER” means Syntroleum Corporation.

	 
	 	 	For the purpose of this CONTRACT, BUYER and SELLER are collectively referred to herein as the
“PARTIES” and individually as a “PARTY”, including each respective PARTY’s directors,
officers and employees, and those of its AFFILIATES, if applicable.

	 
	5	 	“CDF” means, as of the date this CONTRACT is executed, Catoosa Demonstration Facility owned
by SELLER located in Catoosa, Oklahoma, U.S.A., but excluding the refining section, tankage,
rental items, and any buildings affixed to the real property. The specifics of the equipments
and material in CDF are described in ANNEX 1 hereto.

	 
	6	 	“CDF EQUIPMENTS AND MATERIAL” means the used equipments and material, instruments, vessels
and associated appurtenances in CDF ,which the scope is described in ANNEX 1 for use in the
Fischer-Tropsch process, and altered by SELLER to BUYER for use on an “AS IS, WHERE IS” basis.





 


 









 





	 
	7	 	“CONFIDENTIAL INFORMATION” as used herein means:












	 	(a)	 	the CONTRACT, ANNEXES hereto and the terms thereof;

	 
	 	(b)	 	any written information of SELLER or BUYER, marked with “CONFIDENTIAL”, disclosed
under or caused to be delivered as a part of the CONTRACT.







	8	 	“EFFECTIVE DATE” means the date described in Clause 11.2 of this CONTRACT.

	 
	9	 	“SINOPEC” means China Petroleum & Chemical Corporation, a Company incorporated in China with
its principal offices located at No. 22 Chaoyangmen St. Chaoyang District, Beijing, 100728,
China.

	 
	10	 	‘TECHNICAL SUPPORT” means the engineering and/or operational services available from SELLER
that are specifically related to the CDF EQUIPMENTS AND MATERIAL, and offered to BUYER on a
ratable basis as per the rate schedule and terms set out in ANNEX 4. In any event, such
support and services shall be limited to support CDF EQUIPMENT and MATERIAL as supplied by
SELLER under this CONTRACT.





 


 









 










1. OBJECT OF CONTRACT



SELLER agrees to sell to BUYER and BUYER agrees to buy from SELLER the CDF EQUIPMENTS AND MATERIAL
specified in ANNEX 1.



Country of origin of CDF EQUIPMENTS AND MATERIAL is U.S.A.




 


 









 







2. PRICE





	2.1	 	The total CONTRACT price of CDF EQUIPMENTS and MATERIAL (hereafter referred to as the
Equipments Price), which shall be paid by BUYER to SELLER in accordance with the contents and
scope stipulated in ANNEX l of the CONTRACT shall be XXX.

	 
	2.2	 	The above-mentioned price is a firm and fixed price.

	 
	2.3	 	Equipments Price in Clause 2.1 hereof is based on EXW terms of INCOTERMS 2000. BUYER shall be
responsible for the packing fee of CDF EQUIPMENT AND MATERIAL.

	 
	2.4	 	Unless otherwise specified in CONTRACT, all the expenses for either PARTY to dispatch
personnel to and maintain them at the other PARTY in performing CONTRACT shall be borne by the
PARTY, which dispatches such personnel. The TECHNICAL SUPPORT should be implemented according
to CHAPTER 5.





 


 









 









3. PAYMENT AND TERMS OF PAYMENT





	3.1	 	All payments either by BUYER to SELLER or by SELLER to BUYER under CONTRACT shall be made by
telegraphic transfer in U.S. Dollars. Any payment by BUYER to SELLER shall be effected through
Bank of China, Head Office to Bank of Oklahoma. Any payment by SELLER to BUYER shall be
effected through Bank of Oklahoma to the Bank of China. Head Office. All the documents of
payment made by either SELLER or BUYER shall be transferred through both PARTY’s banks.

	 
	 	 	All the banking charges for the execution of this CONTRACT included in People’s Republic of
China shall be borne by BUYER, while those incurred outside of People’s Republic of China
shall be borne by SELLER.

	 
	3.2.1	 	XXX paid by BUYER to SELLER within thirty (30) days after CDF Startup Day and BUYER has
received the following documents submitted by SELLER and found them in order:







	 	(a)	 	One (1) copy of the CDF Dismantlement Startup Statement signed by the authorized
representatives of SELLER and BUYER as stipulated in Clause 43.

	 
	 	(b)	 	Five (5) signed copies of commercial invoice;







	3.2.2	 	XXX shall be paid by BUYER to SELLER within thirty (30) days after BUYER has received the
following documents submitted by SELLER and found them in order:







	 	(a)	 	One (1) copy of the Certificate of Key Equipments Removal and Shipment signed by
the authorized representatives of SELLER and BUYER as stipulated in Clause 4.7

	 
	 	(b)	 	Five (5) signed copies of commercial invoice;






 


 









 






	3.2.3	 	XXX shall be paid by BUYER to SELLER after arrival of CDF EQUIPMENTS AND MATERIAL to China
and within thirty (30) days after BUYER has received the following documents submitted by
SELLER and found them in order:







	 	(a)	 	Five (5) signed copies of commercial invoice;












	3.3	 	In case the CDF EQUIPMENTS AND MATERIAL is not allowed to exit the U.S. Customs, SELLER
should bear the responsibility. SELLER should handle CDF EQUIPMENTS AND MATERIAL itself and
refund the Equipments Price to BUYER immediately. Besides, BUYER has the right to get
compensation from SELLER.





 


 









 










4. TRANSFER OF CDF EQUIPMENTS AND MATERIAL





	4.1	 	SELLER agrees to transfer to BUYER the CDF EQUIPMENTS AND MATERIAL on the condition that such
Equipments and Material is provided as set forth in the Meeting Minutes between SELLER’s and
BUYER’s work teams in Catoosa dated Aug 2, 2008, and ANNEX 1 of the CONTRACT “as is, where is”.

	 
	4.2	 	Within sixty (60) calendar days from the EFFECTIVE DATE SELLER shall be solely responsible,
at SELLER’s cost, complete necessary permits required by local, state or federal government,
if any, and to render such CDF EQUIPMENTS AND MATERIAL essentially hydrocarbon and toxicant
free to meet the requirement of US law and requirement for BUYER to commence disconnect,
disassemble, lay-down, remove, transport, and ship the CDF EQUIPMENTS AND MATERIAL. After
that, SELLER will issue an official notice to BUYER (SELLER’s Notice) indicating that it is
ready for BUYER to commence work to disconnect, disassemble, lay-down, remove, transport, and
ship the Equipment and Material from the CDF.

	 
	4.3	 	After BUYER got the SELLER’s Notice, and within 120 days after EFFECTIVE DATE, BUYER will
send its people and subcontractor to the CDF site, and sign a CDF Dismantlement Startup
Statement with SELLER. The signing date should be considered as startup day of commencing
disconnect, disassemble, lay-down, remove, transport, and ship the CDF EQUIPMENTS AND MATERIAL
(“Startup Day”). From Startup Day, BUYER can start commencing disconnect, disassemble,
lay-down, remove.

	 
	4.4	 	SELLER will provide necessary support free of charge to BUYER such as providing office,
utilities and technical assistance and provide lay down space detailed in ANNEX 2 for
dismantling, packaging and temporary storage. SELLER shall be responsible for any permits if
required by local, state or federal government for the disconnect, disassemble, lay-down, or
removal of the CDF EQUIPMENTS AND MATERIAL. SELLER shall also
assist BUYER for any permits if
required by local, state or federal government for transportation and shipment of CDF
EQUIPMENTS AND MATERIAL. BUYER shall be responsible, at its own cost, for the disassembly,
lay-down, removal, transportation, shipment of CDF EQUIPMENTS AND MATERIAL.






 


 









 







	4.5	 	Upon the arrival of BUYER at the CDF site, SELLER shall grant BUYER entry to the CDF site.
Upon entry, BUYER shall assume the care, custody and control over operations of the work site
at the CDF site. During such time, BUYER shall grant SELLER reasonable and safe access to the
CDF site.

	 
	4.6	 	The CDF EQUIPMENTS AND MATERIAL shall be removed from the CDF by BUYER within one hundred
eighty (180) calendar days from the Startup Day described in Clause 4.3 on the condition that
all the prepare work described in 4.2 is completed by SELLER.

	 
	 	 	After the payment as per 3.2.1, BUYER can transport and ship the key equipment such as F-T
reactors, catalyst regenerator, catalyst filter, compressors in the scope of CDF EQUIPMENTS
AND MATERIAL.

	 
	4.7	 	The PARTIES will sign a certificate when removal and shipment of key equipment such as F-T
reactors, catalyst regenerator, catalyst filter, compressors from CDF site by the BUYER is
materially complete (“Certificate of Key Equipments Removal and Shipment”). BUYER shall
endeavor to ship the key equipments at one time from the CDF site if possible.

	 
	 	 	The PARTIES will sign a certificate when removal of CDF EQUIPMENTS AND MATERIAL from CDF site
by the BUYER is complete (“Certificate of Completion”). Thereafter, BUYER shall relinquish
all care, custody and control over the CDF site back to SELLER, and SELLER shall be
responsible afterwards for cost and obligations, including rendering the site in a condition
suitable to meet the requirements, if any, of the United States Environmental Protection
Agency, the Oklahoma Department of Environmental Quality, or any other governmental agency
with jurisdiction over the CDF.





 


 









 











	4.8	 	SELLER should be responsible to protect CDF Equipment and Material from damage and lost until
the Startup Day as stipulated in Clause 4.3. BUYER shall be responsible, at its own cost, for
complying with all regulatory requirements of the United States during the disconnecting,
disassemble, lay-down, removal, transportation, and shipment of CDF EQUIPMENTS AND MATERIAL.

	 
	4.9	 	BUYER will send several working teams to the CDF site. The detail is described in ANNEX 3.
SELLER will provide necessary assistance for the arrangement of entry of these working teams
to the U.S.A.





 


 









 










5. TECHNICAL SUPPORT





	5.1	 	From time to time during the term of this CONTRACT, SELLER will, upon the request from BUYER,
supply BUYER with TECHNICAL SUPPORT pertaining to the CDF EQUIPMENTS AND MATERIA. The type and
scope of the TECHNICAL SUPPORT, their mode and place of performance and other relevant
details, if not specifically laid down hereinafter, shall be agreed upon between the PARTIES
at the time such services are requested by BUYER or its AFFILIATES.

	 
	5.2	 	The TECHNICAL SUPPORT to be provided by SELLER hereunder shall be rendered in the English
language, and, in performing any TECHNICAL SUPPORT, SELLER will endeavor to apply the latest
knowledge available at the time of delivery such TECHNICAL SUPPORT.

	 
	5.3	 	TECHNICAL SUPPORT shall be supplied and paid for on a reimbursable basis as per the terms and
rates defined in ANNEX 4 attached hereto; furthermore, any performance of the TECHNICAL
SUPPORT by SELLER is conditioned upon the full and punctual payment by BUYER of all
remunerations to be paid to SELLER under this CONTRACT and in connection with rendering
TECHNICAL SUPPORT.

	 
	5.4	 	When and where TECHNICAL SUPPORT is required, SELLER shall offer a discount of XXX off the
labor rates contained in ANNEX 4. In addition, SELLER’s applicable labor rates are subject to
annual adjustments commencing from January 1, 2009, with such adjustment based upon the
Consumer Price Index published by the United States Bureau of Labor Statistics, or its
successor if the CPI shall no longer be published.





 


 









 










6. WARRANTYAND LIABILITY





	6.1	 	SELLER warrants as follows, the CDF EQUIPMENTS AND MATERIAL mentioned in the CONTRACT are in
the legal, full and sale ownership of SELLER; SELLER has the right to transfer CDF EQUIPMENTS
AND MATERIAL to BUYER.

	 
	6.2	 	Limited Liability. The obligations, warranties and liabilities assumed by SELLER, BUYER and
their AFFILIATES under this CONTRACT are limited to those expressly specified in this
CONTRACT. Neither SELLER nor BUYER shall be liable to the other PARTY for any indirect or
consequential damages or losses, such as but not limited to loss of revenue, loss of use, loss
of production, trading losses, or loss of capital costs.

	 
	6.3	 	The PARTIES should comply with the obligations, warranties and liabilities assumed by each
PARTY under this CONTRACT. In case there is any breach by any PARTY, the PARTY who make the
breach will compensate the direct damage and loss with proven evidence to the other PARTY
unless it gets written excuse by the other PARTY.

	 
	6.4	 	Indemnities. Both BUYER and SELLER agree to indemnify, defend and hold harmless the other
PARTY (including their officers, directors, employees, representatives and subcontractor, and
those of their AFFILIATES) from and against any losses arising out of any property (real or
personal) damages, personal injuries or death caused by such PARTY or its representatives,
provided that such indemnity shall not apply to the gross negligence, willful misconduct or
illegal acts.





 


 









 










7. FORCE MAJEURE





	7.1	 	Should either PARTY be prevented from executing CONTRACT due to the case of force majeure
such as war, serious fire, flood, typhoon, earthquake, terrorism, government priorities, and
other cases, which will be recognized by PARTIES, implementing CONTRACT shall be extended by a
period equivalent to the effect of the occurrences. Either PARTY shall have no right to claim
the other PARTY any loss caused due to the case of force majeure.

	 
	7.2	 	The prevented PARTY shall inform the other PARTY as soon as possible by fax and airmail by
registered letter with evidence of the occurrence of force majeure at latest within fourteen
(14) days from the occurrence. The other PARTY should check and acknowledge this letter.

	 
	7.3	 	The prevented PARTY shall inform the other PARTY as soon as possible by fax of the
termination or elimination of the case of force majeure and confirm the information by
registered airmail letter. After the termination or elimination of the case of force majeure,
PARTIES shall respectively continue to implement all the responsibilities stipulated in
CONTRACT.

	 
	7.4	 	Should the case of force majeure continue more than ninety (90) consecutive days, the PARTIES
have the right to cancel the CONTRACT.





 


 









 










8. TAXES AND DUTIES





	8.1	 	All taxes, duties and other duties in connection with the execution of CONTRACT levied by the
Government of People’s Republic of China on BUYER in accordance with the tax laws in effect
shall be borne by BUYER.

	 
	8.2	 	All the taxes, duties and other duties in connection with and in the execution of CONTRACT
levied by the Government of People’s Republic of China on SELLER in accordance with the tax
laws in effect shall be borne by SELLER. The related tax to be levied on SELLER will be
deducted from the payment under Chapters 2 and 3 of CONTRACT by BUYER and on behalf of SELLER
paid to Chinese Tax Authority.

	 
	8.3	 	All individual income taxes levied by the Chinese Government under “Individual Income Tax Law
of the People’s Republic of China” on SELLER’s personnel present in China shall be borne by
SELLER or its personnel.

	 
	8.4	 	All taxes, customs, duties and other duties arising outside People’s Republic of China in
connection with the execution of CONTRACT shall be borne by SELLER.





 


 









 










9. CONFIDENTIALITY





	9.1	 	BUYER agrees that any CONFIDENTIAL INFORMATION disclosed by SELLER or an Affiliate of SELLER,
directly to BUYER during the term of this CONTRACT will be kept confidential by BUYER for a
period of ten (10) years after the date of each disclosure, but not to exceed five (5) years
after the termination of this CONTRACT. BUYER will treat CONFIDENTIAL INFORMATION with the
same standard of care BUYER uses to protect its own CONFIDENTIAL INFORMATION and will not
disclose, copy, or duplicate CONFIDENTIAL INFORMATION except for internal use. CONFIDENTIAL
INFORMATION will be used by BUYER solely as it relates directly to this CONTRACT, and for no
other purpose.

	 
	 	 	BUYER may disclose any of the CONFIDENTIAL INFORMATION to an Affiliate of BUYER or a third
party in CDF dismantlement and restart, provided that the third party has a need to know, and
such third party has agreed in writing to be bound by obligations of confidentiality no less
restrictive than those contained in this CONTRACT.

	 
	9.2	 	SELLER agrees that any CONFIDENTIAL INFORMATION disclosed by BUYER or an Affiliate of BUYER,
directly to SELLER during the term of this CONTRACT will be kept confidential by SELLER for a
period of ten (10) years after the date of each disclosure, but not to exceed five (5) years
after the termination of this CONTRACT. SELLER will treat CONFIDENTIAL INFORMATION with the
same standard of care SELLER uses to protect its own similar confidential information and will
not disclose, copy, or duplicate CONFIDENTIAL INFORMATION except for internal use.
CONFIDENTIAL INFORMATION will be used by SELLER solely as it relates directly to this
CONTRACT, and for no other purpose.

	 
	 	 	SELLER may disclose any of the CONFIDENTIAL INFORMATION to an Affiliate of SELLER, provided
that the Affiliate has a need to know, and such Affiliate has agreed in writing to be bound
by obligations of confidentiality no less restrictive than those contained in this CONTRACT.





 


 









 











	9.3	 	A PARTY will not be subject to the restrictions set forth herein as to the disclosure,
duplication or use of disclosed CONFIDENTIAL INFORMATION, which the receiving PARTY can prove
by competent evidence:







	 	(a)	 	was already known to the receiving PARTY or its AFFILTATES prior to the
disclosure thereof by the disclosing PARTY;

	 
	 	(b)	 	is or becomes part of the public knowledge or literature without breach of this
CONTRACT by the receiving PARTY but only after it becomes part of the public knowledge
or literature;

	 
	 	(c)	 	will otherwise lawfully become available to the receiving PARTY or its AFFILIATES
from a third party but only after it becomes so available and provided the third party
is not under obligation of confidentiality to disclosing PARTY.







	9.4	 	The receiving PARTY will limit access to the CONFIDENTIAL INFORMATION disclosed to it to
those employees of the receiving PARTY or its AFFILIATES who reasonably require the same and
who are under a legal obligation of confidentiality on the terms set forth in this CONTRACT.
The receiving PARTY will be responsible to the disclosing PARTY for the performance by its
employees and its AFFILIATES of their confidentiality obligations.





 


 









 





	9.5	 	 	In the event that a receiving PARTY is requested or required by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar process to disclose any
such CONFIDENTIAL INFORMATION, the receiving PARTY will provide the disclosing PARTY with
prompt written notice of such request or requirement prior to making the requested disclosure,
and will cooperate with the disclosing PARTY so that the disclosing PARTY may seek a
protective order or other appropriate remedy or, if the disclosing PARTY so elects, waive
compliance with the terms of this CONTRACT. In the event that such protective order or other
remedy is not obtained, the receiving PARTY may disclose only that portion of the CONFIDENTIAL
INFORMATION that the disclosing PARTY is advised by counsel is legally required to be
disclosed and request confidential treatment of such information by the appropriate judicial
authority.







	9.6	 	The PARTIES agree that they will each take all actions necessary or appropriate to carry out
the provisions of this CONTRACT or to assist each other in securing protection CONFIDENTIAL
INFORMATION referenced herein.

	 
	9.7	 	It is recognized that public announcements of the material terms regarding this CONTRACT may
be necessary upon execution to comply with the rules and regulations of the U.S. Securities
Exchange Commission, or any public securities exchange. In such instance, each PARTY agrees to
provide written notice to the other PARTY of the content of any proposed disclosure, press
release. or other announcement relating to this CONTRACT at least three (3) working days prior
to its intended release.





 


 









 










10. ARBITRATION AND GOVERNING LAW





	10.1	 	Except as otherwise provided herein, all disputes arising from the execution of, or in
connection with, the CONTRACT shall be settled through friendly consultation between the
PARTIES. If no settlement can be reached through consultation within ninety (90) calendar
days after either PARTY has given written notice to the other PARTY of the existence of a
dispute under this Clause 10, the dispute shall be submitted to arbitration.

	 
	10.2	 	The arbitration shall take place in Singapore International Arbitration Centre in Singapore,
and the arbitration shall be conducted according to the procedures and rules of the
International Chamber of Commerce (“ICC”), in accordance with the statutes of the said
institution,







	 	(a)	 	The arbitration award shall be final and binding upon PARTLES and PARTIES shall
execute the award accordingly,

	 
	 	(b)	 	The arbitration fee shall be borne by the losing PARTY or as otherwise determined
by the arbitration panel according to the responsibilities of the PARTLES,

	 
	 	(c)	 	In the course of arbitration, the present CONTRACT shall be executed continuously
by PARTIES except the parts under the arbitration,







	10.3	 	Except as otherwise provided herein, disputes related to this CONTRACT shall be governed by
and construed in accordance with the laws of Singapore. But in the event that there is no
published and publicly available law in Singapore governing a particular matter relating to
this CONTRACT, reference shall be made to general international
commercial practices.





 


 









 










11. MISCELLANEOUS





	11.1	 	After signing this CONTRACT, each PARTY shall have forty-five (45) calendar days to obtain
the necessary approval and ratification from its governing entities to enter into this
CONTRACT if so required under applicable law or the PARTY’s corporate structure, and each
PARTY shall notify the other when such approval or ratification has been granted by such
governing entities.

	 
	11.2	 	The later date of BUYER’s or SELLER’s official notification will be taken as EFFECTIVE DATE
of CONTRACT. PARTIES shall inform each other by fax followed by registered airmail to
confirm EFFECTIVE DATE of CONTRACT.

	 
	 	 	ANNEX 1 to 5 to CONTRACT are integral parts of CONTRACT and shall have the same force as
CONTRACT itself. However, in case certain content of ANNEX to CONTRACT is not in conformity
with the Definitions and/or Chapters 1 to 12 of CONTRACT, the Definitions and Chapters 1 to
12 of CONTRACT shall prevail.

	 
	11.3	 	Any amendment, supplement and alteration to the terms and conditions of CONTRACT shall be
made in written form and signed by the authorized representatives of PARTIES upon a CONTRACT
reached between PARTIES through consolidation. They shall form integral parts of CONTRACT, and
shall have the same force as CONTRACT itself. However, such amendment, supplement and
alteration shall not release either PARTY from its responsibility and liability stipulated in
CONTRACT unless otherwise stipulated in such amendment, supplement and alteration.

	 
	11.4	 	No assignment, concession, transfer or revealment of any right or obligation arising under
CONTRACT shall be made by either PARTY to a third party without the prior written consent of
the other PARTY.

	 
	11.5	 	This CONTRACT is effective only between SELLER and BUYER. In case of alteration of legal
entity of any party with exception of acquisition, all the rights and obligations of this
party under the CONTRACT shall terminate automatically. Meanwhile, all the rights and duties
under the CONTRACT of this party cannot be transferred and inherited without written
permission of the other party.





 


 









 











	11.6	 	This CONTRACT shall be valid for the term of ten (10) years after the EFFECTIVE DATE. If upon
expiration of this CONTRACT there remains any outstanding obligation of any PARTY to be
performed the term of this CONTRACT shall be extended for a period of time mutually agreed
between the PARTIES necessary for the performance of such obligation.

	 
	11.7	 	This CONTRACT is signed and executed by SELLER on the one part and BUYER, an Affiliate of
SINOPEC, acting on behalf of SINOPEC on the other part. This CONTRACT is in six (6) originals
in both Chinese and English languages, three (3) originals in each language for each PARTY.
Both language versions shall be equally authentic.

	 
	11.8	 	All previous oral and/or written statements, documents, letters and other forms of
correspondence between PARTIES shall automatically become null and void after the EFFECTIVE
DATE with the exception of MM081014 and Meeting Minutes between SELLER’s and BUYER’s work
teams in Catoosa dated Aug 2, 2008.

	 
	11.9	 	Expectations of the PARTIES. Each of BUYER and SELLER agree that the PARTIES must act in
accordance with the principle of good faith, fair dealing, and equitable treatment whether
exercising rights or performing obligations hereunder this CONTRACT.

	 
	11.10	 	Merger. This CONTRACT, together with the ANNEX, merges and supersedes all prior discussions,
CONTRACTS and understanding with the exception of MM081014 and Meeting Minutes between
SELLER’s and BUYER’s work teams in Catoosa dated Aug 2, 2008.





 


 









 











	11.11	 	Waiver. The failure of a PARTY at any time to require performance by the other PARTY of any
provision hereof shall in no way affect the full right to require such performance at any time
thereafter. The waiver by a PARTY of a breach of any provision hereof shall not constitute a
waiver of any succeeding breach of the same or any other provision or constitute a waiver of
the provision itself. The failure of a PARTY, in the exercise of any power, right or privilege
hereunder shall not constitute a waiver of such power, right or privilege.







	11.12	 	Severability. Should any provision of this CONTRACT be invalid or unenforceable under any
applicable laws or regulations, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired; provided, that in
such case the PARTIES oblige themselves to use their best efforts to achieve the purpose of
the invalid provisions through negotiation and execution of a new and legally valid
substitute provision.

	 
	11.13	 	Section Headings, Table of Contents. The Table of Contents, section headings and other
headings contained in this CONTRACT are for reference purposes only and are in no way intended
to define, interpret, describe or limit the scope, extent or intent of this CONTRACT or any
provision hereof.

	 
	11.14	 	All communications between both PARTIES in the execution of CONTRACT shall be made in
English. Formal information shall be made in written form and sent by registered airmail.





 


 









 




12. ADDRESS



Any notice or other communication required to be given under this CONTRACT shall be given to either
PARTY to the following addresses by airmail, email or telefax. Important notices in which rights
and/or obligations of either PARTY are involved shall be given by registered airmail or internally
recognized courier (DHL, FedEx, etc), and such notices shall be deemed to have been validly given
seven (7) calendar days after the post mark date of the notice. Correspondence between the PARTIES
will be in English. The addresses for exchange of correspondence of the PARTIES hereto are as
follows:



BUYER:




XXX

China Petrochemical International Company Limited

22, North Street, Chaoyangmen, Chaoyang

Distr., Beijing, 100728, P.R. China

XXX

XXX

XXX



SELLER:



Mr. Gary Roth

Syntroleum Corporation

ADDRESS: 5416 South Yale Avenue, Suite 400 Tulsa, Oklahoma 74135

Attn.: President

Tele: fax: 001-918 592 7979

Email: groth@syntroleum.com




 


 









 




SIGNATURE:




	 	 	 	 	 	 	 
	The Seller:

	 	 	 	The Buyer:	 	 
	 
	 	 	 	 	 	 
	For and on behalf of

	 	 	 	For and on behalf of	 	 
	 
	 	 	 	 	 	 
	By: Syntroleum Corporation

	 	 	 	By: China Petrochemical International Co., Ltd	 	 
	 
	 	 	 	 	 	 
	/s/ Gary Roth
	 	 	 	For and on behalf of China Petrochemical International Limited
	 

Name: Gary Roth

	 	 	 	 

Name:
	 	 
	 
	 	 	 	 	 	 
	Title: CEO

	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 
	Date: 12/15/08

	 	 	 	Date: 12/15/08	 	 






 


 









 





ANNEX 1: EQUIPMENTS AND MATERIAL OF
CATOOSA DEMONSTRATION FACILITY



XXX




XXX





	1.1	 	XXX



XXX

	 
	1.2	 	XXX



XXX





 


 









 










ANNEX 2: CDF PLOT PLAN




XXX




 


 









 







ANNEX 3: WORK TEAMS FROM BUYER TO THE
JOB SITE OF CDF




XXX





 


 









 







ANNEX 4: RATE SHEET FOR TECHNICAL
SUPPORT FROM SELLER



SYNTROLEUM shall provide engineering and operational technical services as requested by SINOPEC
related to the items under the terms provided for in this Agreement. Such services shall be
supplied and paid for on a reimbursable basis as per the terms defined in the attached rate sheet.
XXX. Labor rates are subject to annual adjustments governed by the U.S.A. CPI movement beginning
in January 1, 2009.






 


 









 







2008
Syntroleum Rate Sheet and General
Terms and Conditions




The following apply to the rates for Syntroleum Personnel for each hour worked:




XXX




 


 









 







ANNEX 5: EQUIPMENT EXPORT LEGAL OPINION




XXX