ARTICLE 1 ESSENCE OF CONTRACT
 
Two parties of this Contract:

Party A:____________

Legal Address:____________ P.C:____________

Tel: ____________ Fax: ____________

E-mail:____________ ____________

Legal Representative:____________ Title:____________

Party B:____________

Legal Address:____________ P.C:____________

Tel:____________ Fax:____________

E-mail:________________________

Legal Representative:____________ Title:____________

Party A and Party B (hereinafter referred to as the "Parties") agree to jointly form a Co-operation Venture Company (hereinafter referred to as the "CVC") in accordance with "the Law of " and "Regulations for the implementation of " and other applicable laws and regulations. The aim of CVC is to introduce the Patent and engage in production cooperation in accordance with the technical Know-how specified in the Patent. Party A shall provide the factory building and other necessary facilities for production, and Party B shall offer the technical Patent. Both Parties shall each contribute their paid in capital in compliance with the items specified in the appendix to the Contract .CVC shall be run by Party A on its own, whilst Party B shall undertake the usage of the whole process of the technical patent so as to guarantee the products manufactured are up to the standards stipulated in the Contract. The technical Patent supplied by Party B shall be compensated for by the Royalties.

ARTICLE 2 DEFINITIONS

The technical terms defined in the Contract and in the Annexes attached thereto are incorporated herein by reference as if set forth herein in full. In addition to such technical terms, the following technical terms used herein shall have the meanings set forth below:

2.1. "Products" shall mean the products listed in the attachment to this Contract.

2.2. "Patents" shall mean registered patent rights, registered utility model rights and any applications therefore listed in the Attachment to this Contract.

2.3 "Technology" shall mean all technical data, formulations, manufacturing procedures, drawings and specifications, as well as manuals, catalogues and all other technical information which is necessary or desirable for the manufacture, use, service and sale of the Products and which Party B presently owns or will hereafter sell or transfer.

2.4 "Trademarks" shall mean the trademarks listed in the attachment to this Contract.

2.5 "Technical assistance"-- During the term of this Contract Party B shall send to the Cooperation Venture's manufacturing facility technical experts in the manufacture and development of the Products for a period to be agreed by CVC and Party B in each year of this Contract. The salary and wages of such specialists and their travel expenses between their regular place of employment and CVC manufacturing facility shall be paid by Party B and the cost of their accommodation, meals and living allowances while in CVC shall be paid by CVC. At the request of CVC, Party B will send technical experts for a reasonable period to be agree upon by the Parties to provide further technical assistance to CVC with respect to the manufacture, use and sale of the Products. CVC shall pay such experts travel expenses between their regular place of employment and CVC manufacturing facility and the cost of their accommodation, meals and living allowances while in CVC.

2.6. "Exchange of technical information" ----During the term of this Contract Party B may inform CVC of improvements relating to the Technology. CVC shall inform Party B should CVC make any improvement to the Technology during the term of its use by CVC. The proprietary rights to the improved technology shall belong to the Party that made the improvement and shall be subject to the confidentiality provisions set forth in this Contract.

2.7. Party B guarantees that: The technical information it provides shall be accurate, complete and clear, and shall incorporate up-to-date technology utilized by Party B at its home facility and that the Technology shall be provided in accordance with the schedule agreed upon by both parties; subject to the condition that CVC correctly applies and Technology in accordance with the requirements of Party B so that CVC will be able to manufacture Products to international standards.

ARTICLE 3 USE OF PATENTS AND TRADEMARKS
 

3.1. CVC shall not use the Patents, Trademarks or Technology, except for the manufacture, use and sale of the Products as provided herein, unless otherwise agreed to by Party B.

3.2. CVC shall not make any modifications to the Products it manufactures without the prior written consent of Party B. CVC shall manufacture the Products to the same quality standard as is done by Party B. Party B shall have the right to take whatever steps it deems necessary to insure that the Products are manufactured to the specified quality.

3.3. Party B grants to CVC, for a period equal to the term of CVC Contract, the right to use the Technology for the manufacture and sale of the products within and for the manufacture of the Products for sale by Party B in ________markets pursuant the Articles of the Contract.

3.4. CVC shall, at the request of Party B, take all necessary action to register Party B's name in the _________, the Patents and any other patent rights of Party B hereafter obtained with respect to the Technology provided by Party B, when such registration becomes possible.

3.5. CVC may use the Trademarks relating to the Products it sells in accordance with the written instructions under License of Party B.

3.6. The names and designations to be utilized for all Products sold by CVC are set forth in Attachment. With the prior written approval of Party B, CVC may adopt other trade-names for Products sold by CVC in the________domestic market.

ARTICLE 4 THIRD PARTY COUNTERFEITNG AND INFRINGEMENT
 

CVC shall inform Party B immediately of any counterfeiting of the Products or infringement of the Patents or Trademarks of which CVC shall become aware. Although Party B hereby reserves the right exclusively to introduce and pursue one or several suits or other actions against counterfeiters or infringes or any type whatsoever who wrongly use the Products, Patents or Trademarks, it shall give due consideration to CVC recommendations regarding these. To accomplish this, Party B may use the name of CVC as plaintiff or co-plaintiff, either separately or in conjunction with Party B, subject however, to the specific written approval of CVC, which shall not be unreasonably withheld.

ARTICLE 5 ROYALTIES
 

5.1. CVC shall compensate Party B during the term of this Contract for the Technology and assistance provided by Party B to CVC.

5.2. With respect to the Products listed in Attachment on the Effective Date of this Contract within______days, shall pay royalties equal to the following______% of the gross net sales of such products manufactured and sold by CVC. The royalties shall be calculated on the basis of the Net Selling Price of such products.

5.3. The royalty rates indicated in Attachment of Contract shall be applicable for______ years following the date of receipt of the technology, after which, they will be reduced by % percent per annum.

5.4. CVC shall keep full and accurate records from which the amounts due Party B can be determined, which records may be inspected on Party B's behalf by an accountant appointed by Party B beginning _______, _______, and a sale report shall be made to Party B within ______ days of the end of the calendar quarter for each calendar quarter of each year during the term of this Contract . Each sales report shall show the amount and Net Selling price of each Product sold during the preceding calendar quarter and shall be accompanied by the payment due in accordance with the report. The sales report shall be signed by the chief financial officer of CVC.

5.5. The payments to be made by CVC to Party B under this Contract shall be made in dollars to the credit of Party B at such bank as Party B may designate from time to time in writing in accordance with the Attachment of Contract.

ARTICLE 6 TECHNICAL TRAINING
 

    6.1. In accordance with CVC Contract, Party B will provide CVC with certain training employees of CVC.

6.2. Party B agrees to provide training to certain selected employees of CVC in the following technical areas: Development, manufacture, sale and use of ____ of ____ type; Production and related factory practices with respect to ________ processing; And all other relevant areas as may be agreed between CVC and Party B.

6.3. Party B shall not be required to provide training in connection with any matter not directly related to the manufacturer, sale or service of the Products or connection with any matter with respect to which Party B is under an obligation of secrecy with a third Party.

6.4. The number of participants in the training and the content, location, duration and other matters relating to such training, shall be discussed and agreed upon between CVC and Party B.

6.5. In the event that CVC requests Party B to send instructors, technical experts and associated management personnel to CVC to conduct the Training of CVC personnel to CVC to conduct the Training of CVC personnel, CVC shall pay the cost of all travel between their regular place of employment and the relevant facility of CVC and cost of their accommodation, meals and living allowances while in CVC.

6.6. Any employee of CVC who has successfully participated in training programs provided by Party B pursuant to this Contract shall not be permitted to resign from CVC within the year following the completion of the most recent training program in which such employee participated.

ARTICLE 7 PREFERENTIAL ARTICLE
 

 ?7.1. Preference shall be given to Products manufactured in ________ in the purchase and use of material, equipment and components required by CVC during the period of operation, if such Products are competitive in terms of quality, delivery, time and price.

??7.2. Preference shall be given in the signing of service Contracts with relevant organizations of ________for various services required by CVC during the period of operation, if such organizations are competitive in terms of cost, time and quality of service.

   7.3. CVC shall give preference to the procurement of goods and services with respect to work Contracts undertaken directly by Party A and Party B so long as they are competitive in terms of cost, time and quality.

ARTICLE 8 CONFIDENTIALITY
 

?? 8.1. CVC acknowledges and agrees that the technology it will receive from Party B during the term of this Contract shall be kept secret and confidential.

??8.2. CVC agrees that it and all of its employees and personnel shall use the Technology only for the purposes specified in this Contact and shall not disclose in any way whatsoever any of the Technology to any third Party or Parties without the prior written consent of Party B. Such confidentiality shall be maintained during the terms of this Contract and for a period of ______ years after the termination of this contract.

ARTICLE 9 TERM OF CVC
 

???9.1. The term of CVC shall be _____ years, commencing from the date on which it is issued its business license.

???9.2. With the approval of relevant government authorities and after going through registration procedures in accordance with the Regulation for the Implementation of the Law , the term of CVC shall continue for successive________year periods, unless six(6) month prior to the end of the then current term the both parties agree to terminate CVC.

???9.3. All technology and other rights granted to the Patents and Trademarks shall be returned to Party B and neither CVC nor Party A shall have any right or privilege to use further the Patents, Trademarks or Technology related to this contract or the co-operation Venture contract in any manner whatsoever without the prior written consent of Party B relating to any such future use.

ARTICLE 10 ARBITRATION
 

???10.1. Any dispute arising from or in connection with this contract shall be submitted to China International Economic and Trade Arbitration Commission, South China Sub-Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

???10.2.Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.

ARTICLE 11 FORCE MAJEURE
 

 ??11.1. Any event or circumstance beyond the control of the Parties shall be deemed and event of Force Majeure and shall include, but not be restricted to, fire, storm, food, earthquake, explosion, war, rebellion, insurrection, epidemic and quarantine restriction. If either Party is prevented from performing any of its obligations under this Contract due to an event of Force Majeure, the time for performance under this Contract shall be extended by a period equal to the period of delay caused by such Force Majeure.

???11.2. The affected Party shall immediately notify the other Party of the occurrence of any Force Majeure by Telephone and Fax and shall send to the other Party by registered airmail, within fifteen (15) days thereafter, a certificate from the relevant government authorities or departments confirming the occurrence of the cause of such Force Majeure. Should the delay caused by an event of Force Majeure continue for more than sixty(60) consecutive days, both Parties shall settle the problem of further performance of this Contract through friendly negotiations.

ARTICLE 12 LANGUAGE OF CONTRACT AND WORKING LANGUAGE
 

??12.1. The Contract and annexes hereto have been written both in Chinese and English. Both texts have the same legal effect.

??12.2. All important documents of CVC shall be written in the Chinese and English languages. Both versions shall have the same legal effect. Both Parties agree to use Chinese and English as the working languages. In case of discrepancy between the Chinese text and English, the Chinese shall prevail.

ARTICLE 13 MISCELLANEOUS
 

 ??13.1. The heading contained in this Contract are for reference purpose only and shall not to effect the meaning or interpretation hereof.

??13.2. The Chinese and English texts of this Contract have each been executed in originals. Each Party shall keep______copies of each text.

??13.3. All correspondence among Party A and Party B and CVC shall be in the English or Chinese Languages.

    13.4. Notices or other communication to either of the Parties to this Contract required shall be in writing and shall be deemed to have been effectively given

   days after mailing registered above airmail.

Party A (seal) : __________        Party B (seal) : ___________

Authorised Signature: --??          Authorised Signature:

Signed in ______on______  ??    Signed in_______on_________

Witnesses: ___________

Name: ______________

Title: _______________

Date: _______________