0001213900-10-004444 Sample Contracts

KEYUAN PETROCHEMICALS, INC. INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals • New York

This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of July_, 2010, effective as of date upon D&O Insurance (as defined in Section 14 below) becomes binding (the “Effective Date”), by and between Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”), and Dishen Shen, a citizen of P.R. China, with a permanent residence at ___ (the “Independent Director”).

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CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals

This CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this 21st day of October, 2009 by and between Ningbo Keyuan Plastic Co., Ltd., a PRC company located at Qingshi Industrial Zone, the Economy & Technology Development District, Ningbo, Zhejiang Province, 315803 ("Party A"), and the employee of Party A as provided hereunder ("Party B").

EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 10th Day of May, 2007 by and between Ningbo Keyuan Plastic Co., Ltd., a PRC company located at Qingshi Industrial Zone, the Economy & Technology Development District, Ningbo City, Zhejiang Province, PRC 315803 and with Mr. Chunfeng Tao serving as the legal representative ("Party A"), and Mr. Jingtao Ma, a PRC resident, born on February 14, 1968, with the PRC ID No. 330227196802142719 ("Party B"),

KEYUAN PETROCHEMICALS, INC. DIRECTOR AGREEMENT
Director Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals • New York

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of July, 2010, effective as of date upon D&O Insurance (as defined in Section 13 below) becomes binding (the “Effective Date”), by and between Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”), and Xin Yue, a citizen of P.R. China, with a permanent residence at ____________________________________________ (the “Director”).

March __, 2009 CONFIDENTIAL Ningbo Keyuan Plastics and Rubber Co., Ltd. Qingshi Industrial Zone Ningbo Economic and Technological Development Zone Peoples Republic of China
Letter Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals • New York

This letter agreement (this “Agreement”) confirms the engagement of TriPoint Global Equities, LLC (“TGE”) by Ningbo Keyuan Plastics and Rubber Co., Ltd. (“the Company”) as placement agent to arrange, on a best efforts basis, the sale of equity or equity-linked securities including convertible debt (“Equity”) and/or secured debt (“Debt”) (collectively the “Securities”) on behalf of the Company of up to $130,000,000 on terms agreed to by both TGE and the Company. The sale of Securities (the “Financing” or “Financings”) may be completed under an effective shelf registration statement, if applicable, or may occur through a private placement pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in compliance with applicable securities laws of states and other jurisdictions (“Blue Sky Laws”).

Employment Agreement
Employment Agreement • November 3rd, 2010 • Keyuan Petrochemicals, Inc. • Industrial organic chemicals • Nevada

This employment agreement (the "Agreement") is made and entered into as of May 7, 2010 by and between is made by and among Keyuan Petrochemicals, Inc., a Nevada corporation (the "Company"), the parent company of Ningbo Keyuan Plastic Co., Ltd., with an address at Qingshi Industrial Park, Ningbo Economic and Technological Development Zone, Ningbo, Zhejiang Province, PRC 315803, China and Aichun Li, (the "Employee"), with an address at [ ].

Sale and Purchase contract (English Translation)
Keyuan Petrochemicals, Inc. • November 3rd, 2010 • Industrial organic chemicals

According to the Contract Law of the PR China and relative laws and regulations, on the basis of equality and mutual benefits and compensation of equal value, both parties agree with the items listed below.

Mercuria Sales and Purchase Contract
Keyuan Petrochemicals, Inc. • November 3rd, 2010 • Industrial organic chemicals
Contract for State-Owned Construction Land Use Right Assignment (English Translation)
Keyuan Petrochemicals, Inc. • November 3rd, 2010 • Industrial organic chemicals

Made by the Ministry of Land and Resources of the People’s Republic of China, and the State Administration for Industry and Commerce of the People’s Republic of China.

Sales and Purchase Contract (English Translation)
Keyuan Petrochemicals, Inc. • November 3rd, 2010 • Industrial organic chemicals

According to the Law of Contract of the PRC and relative laws and regulations, on the basis of mutual benefits and sincere cooperation, after discussions, both parties agree on this contract.

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