EXHIBIT
      10.1


     

     

    Labor
      Contract

     

    


     

    


     

    Party
      A:
New
      Oriental Energy & Chemical Corp. 

     

    Address
      o 
Xicheng
      Industrial Zone of Luoshan, Xinyang City, Henan Province, The People’s Republic
      of China

     

    Party
      B
      :
        
      Ben Wang           Gender:             
      Male            
 Date
      of
      Birth:           
1973                     
       

     

     

    ID
      No.:
                                         
       Educational
      Level:             
PHD                     
       

     

    Email
      Address:
      wangben@hotmail.com

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      contract is made by and between the employing work unit (hereinafter referred
      to
      as “Party A”) and the laborer (hereafter referred to as “Party B”) on the
      principle of voluntaries and equality through mutual negotiation in accordance
      with Labor
      Law of the People’s Republic of China
      and
      other relevant prescriptions with a view to establish labor relationship and
      make clear the respective
      rights and obligations between the parties hereto.

     

     

    ARTICLE
      ONE TERM OF LABOR CONTRACT

     

    The
      term
      of contract shall be 5
      year(s)
      from this
      1st
day
      of
      April
(month),
      2007
(year)
      to
      this
      30th
day
      of
      March
(month),
      2012
(year)
      including the probation period of month(s).

     

     

    ARTICLE
      TWO SCOPE OF WORK

     

    As
      per
      requirements of production (work) and after assessment, Party A hereby desires
      to recruit (engage/employ) Party B as worker of its enterprise (work unit).
      Party B hereby agrees to work at the post of Chief
      Financial Officer and
      the
      branch of work for Party B shall be
      Head
      office of New Oriental Energy & Chemical Corp. .

     

    Party
      B
      should fulfill both the quantity index and the quality index assigned for its
      post.

     

    ARTICLE
      THREE SOCIAL INSURANCE AND WELFARE

     

    
      	1.	
              Party
                A and Party B must carry social insurances as required by law and
                pay the
                social insurance premiums in accordance with stipulations of relevant
                policy. Party A shall be responsible for handling the payment of
                insurance
                premiums.

            


    

     

    
      	2.	
              If
                Party B contracts an occupational disease or work-related injury
                or
                suffers an illness or non-work-related injury, the medical treatment,
                hospitalization, alimentary allowances, funeral expenses and pensions
                for
                his or her direct descents and the treatments after the medical care
                for
                Party B shall be granted and treated in accordance with relevant
                regulations of the State and local
                authorities.

            


    

     

    
      	3.	
              Party
                B is entitled to enjoy legal official holidays and festivals. Should
                Party
                B be a female, Party A shall act in accordance with prescriptions
                concerning protection of female workers to maintain physical health
                of the
                female worker.

            


    

     

    
      	4.	
              During
                the term of the contract, if Party B lives apart from his or her
                spouse,
                Party A shall grant Party B with home leaves of
                15 day(s)
                one time per year provided that Party B has served for that whole
                year. If
                Party B live together with his or her spouse while his or her parents
                live
                in other place, Party B shall be granted with home leaves of
                15 day(s)
                once every four years. Within home leave period, Party B shall be
                granted
                with monthly wage and various allowances and the traveling expenses
                shall
                be reimbursed according to relevant stipulations or undertaken by
                certain
                party concerned.

            


    

     

    Party
      A
      shall consider the legal holidays, wedding holidays and funeral holidays when
      Party B is having vocation in accordance with relevant prescriptions as paid
      vocations.

     

    ARTICLE
      FOUR LABOR PROTECTION AND WORK CONDITIONS

     

    Party
      A
      will provide Party B with production (work) environment and labor protective
      measures in accordance with regulations of the State concerning labor safety
      and
      sanitation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      FIVE WORKING HOURS AND REMUNERATION

     

    
      	1.	
              The
                work system for Party B shall be as
                arranged by Party A.

            


    

     

    
      	2.	
              When
                standard labor time system is carried out, the daily working time
                for
                Party B as arranged by Party A shall be no more than eight (8) hours
                while
                the average weekly working time shall be no less than forty (40)
                hours.
                The work system with integrative computation of work hours or system
                of
                working at irregular time shall be submitted for approval to labor
                administration department prior to its application. Party A may extend
                working hours due to the requirements of its production (work) after
                consultation with the trade union and Party B, but the extended working
                hour for a day shall generally not exceed one (1) hour; if such extension
                is called for due to special reasons, the extended hours shall not
                exceed
                three (3) hours a day. However, the total extension in a month shall
                not
                exceed thirty-six (36) hours.

            


    

     

    
      	3.	
              If
                the extension of working hours is arranged for Party B, no less than
                one
                hundred and fifty percent (150%) of normal wages shall be paid to
                Party B
                by Party A; if Party B is arranged to work in the non-business days
                and
                Party A fails to make arrangement for Party B to have deferred days
                off,
                no less than two hundred percent (200%) of normal wages shall be
                paid to
                Party B; if Party B is arranged to work in statutory holidays, no
                less
                than three hundred percent (300%) of normal wages shall be paid to
                Party
                B.

            


    

     

    
      	4.	
              Party
                A shall pay wages to Party B in accordance with Party B’s present position
                and work post and the wages per year for Party B in the probation
                period
                shall be (US61,550)RMB480,000
                Yuan.
                The wages per month after the probation period shall be(US61,550)RMB480,000
                Yuan.
                If Party A has stopped work for more than fifteen (15) consecutive
                days,
                Party A shall give basic living allowance of N/A
                Yuan
                to Party B. The wages shall be distributed once a month by Party
                A and the
                payday shall be this 1st
                day in every month. The minimum wage level shall be no less than
                the
                prescribed amount.

            


    

     

    
      	5.	
              Party
                A may gradually improve Party B’s wage level in view of its business
                condition and Party B’s skill proficiency and work
                efficiency.

            


    

     

    ARTICLE
      SIX WORK DISCIPLINE

     

    Party
      A
      shall make various rules and regulations and work discipline in accordance
      with
      relevant laws and regulations and Party B shall strictly comply with such rules
      and obey management of Party A.

     

    ARTICLE
      SEVEN CANCELLATION AND TERMINATION OF LABOR CONTRACT

     

    
      	1.	
              This
                labor contract may be terminated if mutually agreed by each of Party
                A and
                Party B upon consultation.

            


    

     

    
      	2.	
              Under
                any of the following circumstances, Party A may terminate this
                contract:

            


    

     

    
      	
            	(1)	
              During
                the probation period, Party B fails to meet the conditions of recruitment;
                

            


    

     

    
      	
            	(2)	
              Party
                B seriously breaches labor discipline or rules and regulations of
                Party
                A;

            


    

     

    
      	
            	(3)	
              Party
                B commits a serious dereliction of duty, or takes advantage of his
                or her
                position for personal ends, resulting in major harm to the Party
                A’s
                interests; or

            


    

     

    
      	
            	(4)	
              Party
                B’s criminal liability is prosecuted according to
                law.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              3.

            	
              Under
                any of the following circumstances, Party A may terminate this contract
                upon thirty (30) days’ prior written notice to Party
                B:

            


    

     

    
      	
            	(1)	
              Party
                B contracts an illness or non-work-related injury, and after the
                completion of his or her medical treatment, Party B can not engage
                in its
                original work or in other work arranged by Party
                A;

            


    

     

    
      	
            	(2)	
              The
                employee is incompetent and remains incompetent after undergoing
                training
                or after assignment to another post;
                or

            


    

     

    
      	
            	(3)	
              Where
                performance of this labor contract becomes impossible due to the
                major
                changes in the objective circumstances upon which this contract was
                based
                at the time of its conclusion, and consultations between the parties
                hereto fail to produce agreement on amendment of this labor
                contract;

            


    

     

    
      	4.	
              Under
                any of the circumstances, Party A may not terminate this labor contract
                in
                accordance with Article twenty-six and Article twenty-seven of
                Labor Law of the People’s Republic of China:

            


    

     

    
      	
            	(1)	
              Party
                B has contracted an occupational illness or suffered a work-related
                injury
                and has been confirmed to have totally or partially lost the ability
                to
                work;

            


    

     

    
      	
            	(2)	
              Party
                B is within the specified medical treatment period for an illness
                or
                non-work-related injury;

            


    

     

    
      	
            	(3)	
              The
                female employee is within any of the pregnant, puerperal or breast-feeding
                period; or

            


    

     

    
      	
            	(4)	
              Other
                circumstances provided for under laws or
                regulations.

            


    

     

    
      	5.	
              Party
                B may terminate this labor contract upon thirty (30) days’ prior written
                notice to Party A.

            


    

     

    
      	6.	
              Party
                B may terminate the labor contract upon notice to Party A at any
                time
                under any of the following
                circumstances:

            


    

     

    
      	
            	(1)	
              Within
                the probation period;

            


    

     

    
      	
            	(2)	
              Party
                A forces Party B to work by resorting to violence, intimidation or
                illegal
                restriction of personal freedom.

            


    

     

    
      	
            	(3)	
              Party
                A fails to pay labor remuneration or to provide working conditions
                as
                agreed upon in the labor contract.

            


    

     

    
      	7.	
              This
                contract shall terminate upon expiration of its term and may be renewed
                upon mutual agreement of Party A and Party B through consultation
                due to
                the requirements of its production (work). The contract with a flexible
                term shall immediately terminate when Party B reaches the statutory
                retirement age.

            


    

     

    
      	8.	
              If
                Party B meets the conditions for enjoying living allowances after
                the
                labor contract is terminated, Party A shall grant such allowances
                to Party
                B in accordance with relevant
                stipulations.

            


    

     

    ARTICLE
      EIGHT LIABILITIES FOR BREACH OF LABOR CONTRACT

     

    This
      contract shall be strictly complied with by each of Party A and Party B upon
      conclusion. Should any party breach this contract, the liability shall be
      investigated and fixed in accordance with relevant stipulations and the liable
      party shall make compensation for economical losses caused to the other party
      in
      view of the result and its liability.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      NINE SETTLEMENT OF LABOR DISPUTES

     

    Any
      and
      all labor dispute arising out of performance of this contract may be submitted
      for arbitration to the competent labor dispute arbitration committee. The party
      that requests for arbitration shall file a written application to the labor
      dispute arbitration committee within sixty (60) days starting from the date
      of
      the occurrence of the labor dispute.

     

    ARTICLE
      TEN 

     

    The
      matters not mentioned herein shall be carried out in accordance with relevant
      laws, regulations and policies of the State.

     

    ARTICLE
      ELEVEN 

     

    This
      contract shall be executed in triplicate, each of Party A, Party B and
      verification organization holding one and shall be invalid if altered or
      executed by non-duly-authorized representative.

     

    ARTICLE
      TWELVE

     

    Other
      necessary Items to be agreed by and between the parties hereto:

     

     

    
      	   	   
              
	   	  
	 	 
	Party A (Seal)	Party B (Signature and Seal)
	New Oriental Energy & Chemical
              Corp.	
              Ben
                Wang