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Articles of Association

for

Zhongbao Energy Resources Service Company

Catalogue Chapter 1 General Provisions

Chapter 2 Objectives， Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered Capital Chapter 4 Investors

Chapter 5 Board of Directors Chapter 6 Supervisors

Chapter 7 Business Management Office Chapter 8 Labor Management Chapter 9 Trade Union

Chapter 10 Taxation and Finance Chapter 11 Exchange Management Chapter 12 Distribution of Profits Chapter 13 Duration and Termination Chapter 14 Insurance

Chapter 15 Supplementary Provisions Chapter 1 General Provisions Article 1

In accordance with Law of the People's Republic of China on Foreign-Capital

Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, __Treasure China Investment Limited intends to set up Zhongbao Energy Resources Service Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise. For this purpose, these Articles of Association hereunder are worked out. Article 2

The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Basic information as follows:

The legal name of the investing party is Treasure China Investment Limited. Its legal representative: Name Nationality

The legal address of the Company is at Rooms 1001-4A, Champion Building, 287-291 Des Voeux Road Central, Hong Kong. Tel: Fax:

Article 3

The name of the Company in Chinese is 中宝能源设备服务有限公司

The name of the Company in English is Zhongbao Energy Resources Service Company.

The legal address of the Company is at 6,Gangwu Avenue, Xi’an International Trade &Logistics Park, Xi’an, China. Article 4

Chairman of the Board is the legal representative, perform his or her duties comply with the stipulations of the Chinese laws, decrees and relevant regulations. Article 5

The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and

protection of Chinese law. The company form is Co., Ltd. The responsibility of the investor is limited to the registered capital of the company. Company is responsible for the debts by all its assets.

After being agreed by China relevant departments, company can set up branches or subsidiaries on domestic or abroad.

Chapter 2 Objectives， Scope and Scale of Production and Business

Article 6

The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7

The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regulations and restrictions prohibit operating the project, involving licensing qualification, with operating permits)

Chapter 3 Total Investment Amount and the Registered Capital Article 8

The amount of total investment of the Company is USD90,000,000; the registered capital is USD50,000,000. The registered capital is paid in _____ installments. Within three months upon the issuance of business license, _____ of the first installment shall be paid, and the rest part shall be paid off in two years.

The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans. Article 9

The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.

Chapter 3 Total Investment Amount and the Registered Capital

Article 10

The amount of total investment of the Company is ______________; the registered capital is ______________. Article 11

The contribution methods of the Company are, cash _____________________; kind equivalent of ___________. Article 12

The investing party shall contribute the registered capital with the following method: (Note: choose one of them)

1. Paying off all the capital within six months upon the issuance of business license.

2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)

The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.

The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right. Article 13

Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce. Article 14

The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.

Chapter 4 Board of Directors

Article 15

The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors. Article 16

The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce. Article 17

The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations. Article 18

The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Article 19

The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote. Article 20

In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right. Article 21

Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:

1. modification of the Articles of Association of the Company; 2. termination or dissolution of the Company;

3. readjustment of registered capital of the Company;

4. split of the Company or merger with other economic organizations.