[Calculation of Registration Fee Title of Each Class of Securities to Be Registered (1) Amount to Be (2) Proposed (2) Proposed Amount of (3) Common stock 2,875,000 8.00 23,000,000] [Andatee China Marine Fuel Services Corporation Underwriting Agreement _______________, 2009 Rodman & Renshaw LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 Newbridge Securities Corporation 1451 West Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 As Representatives of the several Underwriters named in Schedule I hereto Dear Sirs: Andatee China Marine Fuel Services Corporation, a Delaware] [SHARE EXCHANGE AGREEMENT RECITALS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE 1 THE EXCHANGE The Exchange Closing Taking of Necessary Action; Further Action 1.3 ARTICLE 2 Organization Capitalization Certain Corporate Matters Authority Relative to this Agreement Consents and Approvals; No Violations 2 Books and Records 2.6 Litigation 2.7 Legal Compliance Contracts Disclosure Material Events] [State of Delaware Certificate of Amendment of Certificate of Incorporation Andatee China Marine Fuel Services Corporation Andatee China Marine Fuel Services Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST “RESOLVED “Article 4. CAPITAL STOCK SECOND THIRD IN WITNESS WHEREOF th EX-3.1.1(I) 13] [THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE] [Purchase Option Agreement Agreement PRC This Purchase Option Agreement (this “ Shareholder A: Address: Santangcun, Lingang Industry Zone, Changxingdao, Dalian, P.R. China Legal Representative: An Fengbin Shareholder B: ID No.: 210202196302190736 Nationality: P.R. China Shareholder C: ID No.: 210211196801020420 Nationality: P.R. China Shareholder D: ID No.:210624651113001 Nationality: P.R. China Party A (Shareholders A, B, C, and D including their respective] [Andatee China Marine Fuel Services Corporation 2009 Equity Incentive Plan TABLE OF CONTENTS Page 1. Purpose and Objectives 2 2. Definitions 2 3. Administration 4 4. Grants 4 5. Shares Subject to the Plan 4] [CONTRACT No.: XY-11-090804-01 PetroChina Dalian Petrochemical Company and Dalian Xingyuan Marine Fuel Co., Ltd. Sales Contract of Furfural Extract Oil Place of Signing: No. 1 Shanzhong Street, Ganjingzi District, Dalian Party A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd. Residence: Li Jaicun of Dalianwan Business registration No.: 2102001105614 Legal representative: An Fengbin Party B (Seller): PetroChina Dalian Petrochemical Company Residence:] [CONTRACT No.: YXLY-2007-00 PetroChina Dalian Petrochemical Company and Dalian Xingyuan Marine Fuel Co., Ltd. Sales Contract of Rubber Filling Oil and Extract Oil Place of Signing: No. 1 Shanzhong Street, Ganjingzi District, Dalian Party A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd. Residence: Li Jaicun of Dalianwan Business registration No.: 2102001105614 Legal representative: Zhang Shouqi Party B (Seller): PetroChina Dalian] [The following are three VIE (variable interest entity) subsidiaries of the Company: 1. Donggang Xingyuan Marine Fuel Company, Ltd. located in Dandong City, Liaoning Province, and established in April 2008 under the laws of the PRC). 2. Xiangshan Yongshi Nanlian Petrol Company, Ltd. (located in Xiangshan City, Zhengjiang Province, and established in May 1997 under the laws of the PRC).] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 (except for Note 19, as to which the date is October 20, 2009) relating to the consolidated financial statements of Andatee China Marine Fuel Services Corporation and subsidiaries. We also consent to the]