ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENT

ASSIGNMENT AND ASSUMPTION

and

MANAGEMENT AGREEMENT

This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on May  24, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”):  ASAP Show, Inc., a Nevada corporation (the “Company”), ASAP Holdings, Inc., a Nevada corporation (the “Subsidiary”) and Frank Yuan (the “Manager”)..

WHEREAS, the Company is engaged in the business of organizing trade shows and other business activities further described below (the “Business”); and

WHEREAS, the Company operates the Business on leased premises located at 4349 Baldwin Ave., Unit A, El Monte, CA    (the “Premises”); and

WHEREAS, the Company has caused the Subsidiary to be formed and organized as the Company’s wholly owned subsidiary; and

WHEREAS,  the Company desires to transfer all of the assets of the Business to the Subsidiary and to cause the Subsidiary to assume all liabilities and obligations of the Business accrued as of the time of Closing, as more fully described herein;  and

WHEREAS, on the date of and immediately following the closing of the transactions contemplated by this Agreement,  the Company intends to consummate the closing of a share purchase and merger pursuant to the terms of a Share Purchase and Merger Agreement dated May 24, 2007 (the “Merger Agreement”) by and among the Company, Sino-American Petroleum Group, Inc. and others; and

WHEREAS , as a condition to consummation of the merger pursuant to the Merger Agreement, the Manager, who is the sole officers of the Company, must resign from his position in management of the Company; and

WHEREAS, the Subsidiary wishes to engage the Manager, and the Manager wishes to be engaged, to manage and operate the business of the Subsidiary, effective at the Time of Closing (defined herein) and upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1 :   TRANSFER AND ASSIGNMENT OF ASSETS

The “Business” includes four related segments, including the production of trade shows, the provision of private internet sourcing networks for the Company’s retail partners, the provision of a purchasing platform allowing US buyers to purchase merchandise produced overseas, and a logistics warehouse providing storage, shipping, and billing services for overseas manufacturers.  On the terms and subject to the conditions herein expressed, Company hereby sells, conveys, transfers, assigns, sets over and delivers to Subsidiary at the Time of Closing (as defined in Section 4.1), and Subsidiary assumes and

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accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, then owned, possessed or operated by Company and used in the operation of the Business, wheresoever situate (collectively, the “Assets”), including without limitation the following:

1.1

Machinery and Equipment .  All machinery, equipment, computers and computer hardware, office furniture and fixtures, and other fixed or tangible assets;  

1.2

Inventories .  All inventories, including without limitation merchandise, materials, component parts, production and office supplies, stationery and other imprinted material, promotional materials, and business records;

1.3

Licenses and Permits .  All licenses, permits and authorizations used by the Company to own and operate all of the Assets , to conduct the Business and to occupy the Premises for the purpose of conducing the Business thereon;

1.4

 Intangible Property .  All intangible assets of Company which are transferable including, but not limited to, customer and supplier lists, privileges, permits, licenses, software and software licenses, certificates, commitments, goodwill, registered and unregistered patents, trademarks, service marks and trade names, and applications for registration thereof and  the goodwill associated therewith, including without limitation the exclusive right to use the name ASAP Show or derivations thereof in the Business, the right to receive mail related to the Business and the Assets which is addressed to the Company, and the right to telephone numbers used at the Premises in the Business;

1.5

Cash and Accounts Receivable.  All accounts receivable, deposit accounts, cash and cash equivalents and securities owned by the Company including, without limitation, the cash proceeds of the Share Purchase received by the Company pursuant to the Merger Agreement;

1.6

Contract Rights .  All rights and benefits of or in favor of Company resulting or arising from any contracts, purchase orders, sales orders, forward commitments for goods or services, leases (including security deposits held by the landlord pursuant to the lease of the Premises), franchise or license agreements, beneficial interests in covenants not to compete or confidentiality covenants, the rights of Company related to any other agreements whatsoever which arise out of the operation of the Business; and

1.7

Claims. Claims made in lawsuits and other proceedings filed by the Company, judgments and settlements in the Company’s favor, rights to refunds, including rights to and claims for federal and state income and franchise tax refunds and refunds of other taxes paid based upon or measured by the income of the Business prior to the Closing, and insurance policies and rights accrued thereunder.

ARTICLE 2 :   ASSUMPTION OF LIABILITIES

2.1

Scope of Liabilities Assumed. Subsidiary shall assume, pay, perform or discharge any and all debts, liabilities or obligations of any nature of Company, whether contingent or fixed and whether known or unknown, arising from the ownership or operation of the Assets or the Business and the occupation of the Premises which have accrued at the Time of Closing including, without limitation, all obligations of the Company to the Manager arising in connection with the line of credit in the maximum amount of $1,100,000 extended by the Manager to the Company; and Subsidiary shall promptly provide for payment, performance and discharge of the same in accordance with their terms.

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ARTICLE 3 :   COLLECTION OF ACCOUNTS RECEIVABLE

3.1

Right to Collect.   Following the closing, Subsidiary shall have the right to collect the accounts receivables of the Company and to settle, compromise, sue for collection, or take any action whatsoever with respect to the receivables.   Company shall cooperate with Subsidiary in notifying customers as to any payment instructions or change of address that Subsidiary may wish to communicate to the customers.  In the event Company receives payment of any receivable transferred to the Subsidiary, it shall promptly endorse such payment and deliver it over to the Subsidiary.

ARTICLE 4 :   THE CLOSING

4.1

The Closing .  The closing of the transactions contemplated in this Agreement (“Closing”) shall take place simultaneously with the closing of the transactions contemplated under the Merger Agreement.    The effective time of closing is referred to herein as the “Time of Closing.”

4.2

Deliveries by Company.  At Closing, Company shall deliver to Subsidiary, in addition to all other items specified elsewhere in this Agreement, the following:

(a)

Such instruments of sale, conveyance, transfer, assignment, endorsement, direction or authorization as will be required or as may be desirable to vest in Subsidiary, its successors and assigns, all right, title and interest in and to the Assets, subject to any and all mortgages, pledges, liens, encumbrances, equities, charges, condition