THIS CONSULTING AGREEMENT is made and effective as of February___, 2007, by and between
Inner Mongolia Production Company, LLC , a New York limited liability company (the “Company” ), and
Dr. Y. M. Shum ( “Consultant” ).
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions hereinafter set forth, the
parties mutually agree as follows.
1. Engagement as Consultant; Services .
1.1 The Company agrees to engage Consultant to provide, and Consultant agrees to provide, consulting
services in one or more of the Specialty Areas (the “Services” ) on the terms and conditions set forth herein.
Consultant’s primary contact at the Company will be Frank Ingriselli, or such other person the Manager of the
Company may designate in writing.
1.2 In agreeing to perform work hereunder, Consultant represents, warrants and covenants that
(a) Consultant has the capability, experience, and means necessary to perform the Services; (b) Consultant will
perform the Services at such times and in accordance with the priorities and instructions mutually agreed by the
Company and Consultant; (c) Consultant will perform the Services in a workmanlike manner with reasonable skill
and care ordinarily exercised by members of the profession practicing under similar conditions and in accordance
with accepted industry practices and professional guidelines; (d) Consultant will perform the Services in
accordance with all applicable U.S. federal, state and local laws, rules, regulations, code, ordinances, and orders
and all relevant and applicable foreign legislation (including but not limited to directives, statutes, laws, regulations
and codes of practice); (e) Consultant will not, in performing the Services, disclose, violate, infringe or
misappropriate any trade secrets, proprietary information, trademark, copyright, or patent rights of third-parties;
(f) while on the Company’s premises, Consultant will abide by al