0001214659-09-000496 Sample Contracts

COMMON STOCK PURCHASE WARRANT CHINA NORTH EAST PETROLEUM HOLDINGS, LIMITED
China North East Petroleum Holdings LTD • March 6th, 2009 • Crude petroleum & natural gas • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LOTUSBOX INVESTMENTS LIMITED or its assignee (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fourth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED, a Nevada corporation (the “Company”), up to 250,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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AMENDMENT NO. 1 TO 8% SECURED DEBENTURE
China North East Petroleum Holdings LTD • March 6th, 2009 • Crude petroleum & natural gas

This AMENDMENT NO. 1 TO 8% SECURED DEBENTURE (this “Amendment”) is made and entered into this 5th day of March, 2009 by and between China North East Petroleum Holdings Limited, a Nevada corporation (the “Company”), and Lotusbox Investments Limited, an entity organized under the laws of Singapore (“Lotusbox”). Capitalized terms used herein but not defined herein shall have the meaning set forth for such terms in the Debenture.

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