0001214659-06-000852 Sample Contracts

Translated from Original Mandarin Debts Settlement Agreement
China North East Petroleum Holdings LTD • April 17th, 2006 • Crude petroleum & natural gas

During period of both parties cooperatively developed the Qian112 oilfield from March of 2003 to March 31, 2006, Party B was previously responsible to redeem the oil sales revenue to Party A. In order to make a final settlement to the debtor-creditor relationship between both parties which additionally confirmed by the accountants and auditors, both parties agree that Party B owed total amount of RMB 5,364,308.4 to Party A. Base on the mutual understanding, both parties agree the following debts settlement:

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Translated from Original Mandarin Guarantee Agreement
Guarantee Agreement • April 17th, 2006 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas

According to the agreement made between Songyuan City Yuqiao Qianan Hong Xiang Oil and Gas development Co., Ltd (hereafter refers to as Hong’Xiang) and Songyuan City Yuqiao Oil and Gas Development Co., Ltd (hereafter refers to as Yu’Qiao) on April 12, 2006,

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