JV AGREEMENT

1General

In order to jointly develop the markets in ___________ and the Middle East, develop oil and gas related businesses. To promote the development of the business and standardize the follow-up operations, after the negotiation between the two parties, the following contracts are concluded.in accordance with the law of the people’s republic of china and the ___________ and other relevant laws and regulations, __ and _____ ______ company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in __Muscat__of the ___________.

2Contact information

Parties to this contract are as follows:

___________( hereinafter referred to as Party A)

Name:Passport No.:

Nationality: China Date of Birth:26th July of 1985

____________ ________ (hereinafter referred to as Party B),

Name:Passport No.:

Nationality: ___________ Date of Birth:

3Establishment of the Joint Venture Company

In accordance with the Joint Venture Law and other relevant ___________ laws and regulations, both parties of the joint venture agree to set up __one____joint venture limited liability Company (hereinafter referred to as the joint venture company).

The name of the joint venture company is __________Limited Liability Company The legal address of the joint venture company is at __________street ___________(city)___________ province.

All activities of the joint venture company shall be governed by the laws,

decrees and pertinent rules and regulations of the ___________.

The Organization form of the joint venture company is a limited liability

company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and losses of the joint venture company shall be shared by the parties in proportion as agreed in this agreement.

4The Purpose, Scope and Scale of Production and Business The goals of the parties to the joint venture are to enhance economic co-operation by trading, introduction of agency, bring new technical partner for service to enhance

technical exchanges, to improve the product and service quality, develop new products/service, and gain a competitive position and more profit in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor.

The business scope of the joint venture company is but not limited

to___________

5Share and benefit

Two parties agrees that Party A occupies _50 _% of the shares of the company;

Party B holds 50 % of the shares; The Parties enjoy the distribution of the

company's dividends in proportion to the shareholding share of the above-

mentioned shareholding companies, and the amount and proportion of the

actual invested capital of the Party are not used as the basis for the distribution of dividends. If the joint company generates profits, both party can extract the profit that can be distributed. Party A can share _50___% of the profit, Party B can share __50__% of the profit, and the rest of the company is filled as capital.

If the dividends are invested in the company as operating funds, to increase the source of funds and expand the market share, it must be agreed by the Parties and will be carried out simultaneously by the Party A and B.

If due to qualifications issue or avoidance of relevant legal conflicts and

facilitation considerations, certain businesses need to be carried out through a bilateral parent company, the business profits of this part are attributable to the joint venture company, and the profit share is divided according to the

proportion agreed by the joint venture company.

In addition to the capital contribution, the parties shall perform their

corresponding obligations in the company, parties shall be responsible for the main businesses of the company, and the new business shall be classified

according to the original agreement classification method. The parties should meet on the 1st day of every month, the obligations may be revised if the

corresponding business is in progress and the required business needs to be

adjusted or coordinated.

6Responsibilities

All Parties shall be responsible for the marketing development, should do their best to marketing development and get orders from the market.