Equity transfer agreement

EXHIBIT 2.2

Chang Ling Town Long De Oil&Gas development Co.,Ltd
Equity transfer agreement

The stock right transfer agreement is signed in the SongYuan City on June 1st , 2005 by the following sides:

Stock right transferor :
Shareholder A:
Name: Chang Shan Ai Sex: male Age : 39
Residence :Chang Ling Town

Shareholder B:
Name: Guo Hua Zhou Sex: male Age: 32 ,
Residence : Ning Jiang Zone

Shareholder C:
Name: Shou Heng Guo Sex: male Age: 35
Residence: Ning Jiang Zone
(jointly call followingly " Stock right transferor " )

Stock right grantee:

Song Yuan City Northeast Petroleum Technical Services Co.,Ltd ( Hereafter referred to as " Stock right grantee ")

viewing that:

The former shareholders----Chang Shan Ai, Guo Hua Zhou and Shou Heng Guo quit from the stock right structure of company. The new shareholder Song Yuan City Northeast Petroleum Technical Services Co.,Ltd contribute RMB1 million ,accounts 100% of the registered capital.

Regarding the transferring of stock right ,each side reaches the following agreement through friendly negotiation based upon voluntary , fair , honest and trustworthy principle ; relevant laws and regulations of the People's Republic of China ;the regulations of government and regulatory file.

Article 1 Stock right transfer and assignee
1, Stock right transferor agree to transfer RMB 0.4million of registered capital for Chang Shan Ai ,RMB 0.3million of registered capital for Guo Hua Zhou, RMB 0.3million of registered capital for Shou Heng Guo ,RMB 1 million in all to Song Yuan City Northeast Petroleum Technical Services Co.,Ltd.

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Article Two Price term for Stock right transfer and means of payment
1, stock right transferors agree to transfer 100% of its 1 million registered capital of Long De Company to Song Yuan City Northeast Petroleum technical Services Co.,Ltd, according to the agreement of this contract;the stock right grantee agrees to accept above-mentioned stock rights at the price.
2, Long De Company shall go to the local Industrial and Commercial Bureau and relevant administrative department to transact the procedure of stock right change within 30 days from the day of signing this stock right transfer agreement; after all the procedure of stock rights change have been finished,the stock right transfer will be regards as accomplishment.
3, the grantee promises: After Long De Company finishes the industrial and commercial change of stock right transfer, the stock right grantee pays the expense of stock transfer .

Article Three Statement and guarantee of the stock right transferor
1, 1, Transferor hold Long De Company’s stock right legally ,and have not stipulated any guarantee or any other third party's rights and interests on its stock right of Long De company that has transferred ;
2, The transferor has the right to carry on stock right transfer; signing " stock right transfer agreement " need including but not limited to authorizing , examination and all approval procedures that have been abstained legally and effectively.
3, The stock right transferor has the ability to fulfill its obligation under this agreement, this agreement is binding to the stock right transferor;
4, For the purpose to sign the agreement, every documentary evidence and materials that the stock right transferor submits are true, accurate and intact ;
5, The stock right transferor guarantees the financial data of the Long De company are true, accurate before signing "stock right transfer agreement.

Article Four Statement and guarantee of the stock right grantee
1, The stock right grantee is qualified to accept the main body of the stock right for Long De Company.
2,The stock right grantee has the right to receive the stock right and to sign " stock right transfer agreement " and have the ability to fulfill its obligation under this agreement, this agreement is binding to the stock right grantee.
3, For the purpose to sign an agreement, every documentary evidence and materials that the stock right grantee submits to the transferor are true, accurate and intact ;

Article Five Approval and coming into force of the agreement
This agreement is signed by each side, and should come into force since day of this agreement is signed.

Article Six completion of stock right transfer
1, The stock right transferor is responsible for transacting procedure such as notice , announcement , filing , registration correlating with stock right transfer , sanctioning ,etc.; The stock right grantee should assist the stock right transferor the transact such procedures.
2, When the registering organization finishes the record procedure of stock transfer change ,the company will receive the " business license " issued by them, and then go to the relevant industrial department to finish the changing procedure of products permit license , stock right transfer shall be regarded as completion.

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3, Stock right transferor and grantee have the obligation to do their best and work together with approving authority ,to deal with rational request that proposed by register authority in order to finish stock right transfer.

Article Seven The bearing expense of stock right transfer and debt bearing of Long De company before stock transfer
1, As to the involved relevant expenses that stock right transfer, each side should bear respectively according to China's legal provisions
2,The stock right transferor shall bear all credit and debt before Long De company get new " business license " that the registering organization issued to the company. When third party acting in good faith demand debt to new company on aforesaid , and if stock right transferor don’t reimburse positively when receiving the notice from new company, it should bear compensation responsibility to new company, including but not limited to that new company repay actually debt amount, court cost , attorney fee ,etc.

Article Eight Change and canceling of the agreement
1, The agreement can be altered or removed in written form through negotiation of parties, and then be submitted to original approving authority for approval.
2, The stock right grantee has the right to notice the stock right transferor to cancel the agreement in writing without bearing any legal liability if there is one of the following situations
(a)Stock right transferor's statement and commitment under the agreement are false or unreal.
(b)The stock right transferor violates the agreement seriously, cause the harm to the grantee’s interests.
(c) If stock right transfer is still unfinished since the date of the agreement comes into fore within three months.

Article Nine liability for breach of contract
1, If the delinquent side violated the agreement and caused economic losses to other parties ,it should bear compensation responsibility , if the stock right transferor breaks a contract, fail to finish stock right transfer or violate the (2) of article 8, the stock right transferor must return the expenses which grantees pays and assume corresponding compensation .
2 If the agreement can't be fulfilled or can't be totally fulfilled because of the delinquent party, the delinquent party undertakes the liability for breach of contract and compensates real economic losses to other sides; if the fault caused by not single one party ,they should bear the liability for breach according to the limit of their responsibility and compensate the real economic losses to the unblamable party.

Article Ten force majeure
1, Force majeure means either party's unable predicting , unavoidable objective situation that can not be overcome , including but not limited to : Fire , earthquake , flood and war ,etc..
2, Either party that can’t fulfill the agreement or fulill part of the agreement because of force majeure and blamelessness of itself will not be deemed to break a contract ,however they should take all essential action and measures under the circumstances that the condition is allowed , in order to reduce losses caused by force majeure.

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3, If one party encountered these force majeure, it should notify the other sides in written form immediately ,and also provide detail report of the force majeure within 15 days which illustrated the unfulfilled reasons of the contract or fulfilling part of the contract and of delayed execution

Article Eleven : Settlement of the Dispute
All dispute caused by explanation or performance of the contract should resolve through consultation fist. If still can’t be resolved through consultation, either party has the right to bring a suit before court.

Article Twelve Confidentiality

1,The agreement and file that each side offers by parties should be regarded as the confidential materials, and undertake the strict secret obligation. Each side is obligated to request its officer , employees , intermediary undertake the secret obligation.

2, Any party can’t reveal any secret materials to anyone outside by any way without other party’s permission in written form. Except in fulfilling of approval procedure of stock transfer under the agreement.

Article Thirteen Divisibility of the contract term

1, If any clause of the agreement is invalid , breaks the law or can't be carried out ,the legitimacy or execution of other clauses of the agreement should not be influenced.
2, Each side should consult with each other with sincerity toward the question clause and find the substituting clause in validity, legality and feasibility.

Article Fourteen Domination law and language

1, The agreement is subject to China's legality and explained by Chinese law .
2, The agreement is written in Chinese.

Article Fifteen The agreement

The agreement is quadruplication altogether, shared by each side; one copy is submitted to approving authority ;and the another one is submitted to registering authority for record.

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Stock right transferor

Stock right grantee  

Song Yuan City Northeast Petroleum Technical Services Co., Ltd (seal)

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      EXHIBIT B

The Joint Venture contract of

Song Yuan North East Petroleum Technical Service Co., Ltd

Chapter one: General provisions

Preface:

The contract is hereto concluded through mutual understanding between the shareholders of [China] Song Yuan North East Petroleum Technical Service Co., Ltd Ms. Ju GuiZhi, Mr. Wang Hongjun and [US] China North East Petroleum Holdings Limited in line with the “temporary provisions to the merges of domestic enterprises by foreign investor “ and other relevant laws, regulations, equal and mutually beneficial principle, agree to invest USD 1 million to set up the joint venture in Songyuan City Jilin Province of the People’s Republic of China.

Chapter Two: Partie