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SALES CONTRACT

                   Contract No:07D90939S-1

Date: Sep 18 ,2007

Place: Shanghai

 This contract is made and entered into by and between:

 The Seller: SINOCHEM INTERNATIONAL CORPORATION.

 Address: 18,19/F JIN MAO TOWER NO.88, CENTURY BOULEVARD PUDONG NEW AREA,SHANGHAI 200121, P.R.CHINA.

 Tel:(021)61048666                        Fax:(021)50490909

 E-mail:

 The Buyer:

 Address:

 Tel:                                     Fax:

 E-mail:

 The Seller hereby agree to sell to the Buyer and the Buyer agree to buy from the Seller the under mentioned goods subject to the terms and conditions set forth hereinafter as follows:

1.Description of Commodity

 2.Terms of Shipment

 2.1 Time of Shipment:

 2.2 Port of Shipment:

 2.3 Port of Destination:

 2.4 Transshipment is allowed.

 2.5 Partial shipment is allowed.

 3. Terms of Payment

 IRREVOCABLE L/C PAYABLE AT SIGHT

 4. Insurance

Insurance shall be covered for 110% of the invoice value against:

Covering all risks as per Ocean Marine Cargo Clauses (1/1/1981) of the People's Insurance Company of China (abbreviated as C.I.C. – ALL RISKS). Warehouse to warehouse clause is included;

 5. Claims

 Should the quality, specifications, quantity, weight or packing be found not in conformity                  with the stipulations of this Contract, the Buyer shall give a notice of claims to the Seller and shall have the right to lodge claims against the Seller based on the Certificate issued by a reputable independent surveyor within 60 days from the arrival of the goods at the port of destination. In the event that the Buyer does not make such claim within the above-mentioned time-limit, the Buyer shall forfeit its right to make a claim with respect to the quantity deficiency or the apparent quality defect.

 6. Force Majeure

 Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, drought, hailstorm, hurricane, war, riots, strikes or any other events that are unforeseeable at the time of the execution of this Contract and could not be controlled, avoided or overcome by such party. However, the party whose performance is affected by the event of Force Majeure shall give a notice to the other party of its occurrence as soon as possible and a certificate of the occurrence of the Force Majeure event issued by local Chamber of Commerce shall be sent to the other party not later than 15 days after its occurrence.

 7. Arbitration

 Any disputes arising out of, or in connection with this contract shall be referred to and finally resolved by arbitration in China International Economic and Trade Arbitration Commission in Beijing, in accordance with its Arbitration Rules. The award of the arbitration shall be final and binding upon all the parties undersigned.

8. Governing Law

This contract shall be construed in accordance with and governed by the laws of P.R. China.

  9. Modification and Amendment

  No change in respect of the terms covered by this Contract shall be valid without the written consent of all the parties undersigned.

  For and on behalf of the Seller:           For and on behalf of the Buyer:

  signature:_________________________   signature:________________________

  Print name and title:                    Print name and title: