**Exhibit
      10. 5**


**No.
      P-06-08-14**






Purchase
      Contract






**Party
      A: Feiyang Industry & Trade Co., Ltd** **ø** **The
      Supplier** **÷**






**Party
      B: Shaanxi Jialong Hi-tech Industrial Co., Ltd (The Buyer)**




According
      to the *Contract
      Law of the People’s Republic of China* ,
      Party A
      and Party B agree to constitute the following purchase agreement:




**Clause
      One: Product Name, Quantity, Unit Price and Gross Price**




Name
      and
      Model: Downloading Machine, Model Number: X-09




Quantity:
      140 sets




Unit
      Price: RMB14, 800.00 Yuan




Gross
      Price: RMB2, 072,000 .00Yuan (In Words: Two Million and Seventy Two Thousand
      Yuan Only)






**Clause
      Two: .Delivery Date & Transportation**




Party
      A
      shall deliver all 140 sets downloading machines to Party B ahead of Aug
      25 th ,
      2006.




**Clause
      Three: . Delivery Place and Transportation**




Delivery
      Place: Business Place of Party B.




Transportation
      Way: Decided by Party A.









**Clause
      Four: Quality Requirements**




Party
      A
      shall guarantee that its delivered products should accord with the state
      standard and the quality requirement of Party B.




C **lause
      Five: Acceptance Method and Objection Proposal Period**  。




Acceptance
      Method: Party B shall implement the examination and acceptance of the products
      after delivered by Party A.




Objection
      Proposal Period: If finds some quality problems, Party B shall inform Party
      A
      within one month since the delivery date; otherwise, the products shall be
      regarded as the up to standard. The products with the quality guarantee period
      shall be disposed according to the rules in the quality guarantee
      period.




**Clause
      6 Settlement Way and Term**




Within
      3
      days after the contract comes into force, Party B shall pay RMB1 ô 480 ô 000.00
      Yuan(In Words: One Million Four Hundred and Eighty Thousand Yuan Only
      )  as
      the
      pre-paid payment( It will served as the products payment when Party A delivers
      the products). The rest payment shall be settled and paid according to the
      actual number of downloading machines. Party A shall offer the formal invoice
      to
      Party B.




**Clause
      Seven: Responsibility of Contract Breaching**




1.
      If
      Party B fails to pay the pre-paid payment according to the clause Six of this
      agreement, Party B shall pay it off within 2 days after Party A’s proposal and
      bear 1% of the pre-paid payment as violating fines; if Party B still fails
      to
      execute it, Party A has the right to terminate the agreement and Part B shall
      bear 5% of Pre-paid payment as violating fines;




2.
      If
      Party B fails to pay for the rest payment according to the Clause Six, as per
      day delay, it shall pay 0.01% of the rest payment to Party A as the daily late
      fees;









3.
      If
      Party A fails to deliver the products in the contracted period, it shall deliver
      it within 2 days after Party B proposes and bear 1% of the pre-paid payment
      as
      the violating fines:




4.
      If
      Party A fails to execute the content of Clause Three, Party B has the right
      to
      consult the actual situation to decide whether conceal this agreement or nor
      and
      Party A shall bear 5% of pre-paid payment as the violating fines.




**Clause
      Eight: Disputes Settlement**




Any
      disputes caused in the course of performing this agreement, shall be solved
      through two parties’ negotiation; if fails to reach agreement, either party
      shall take legal proceedings against the other party to the court located in
      the
      contract signed place.




**Clause
      Nine:** **Miscellaneous:**




Any
      uncovered matters shall be solved according to a supplementary agreement signed
      after the two parties’ negotiation. The supplementary agreement shall enjoy the
      same legal force with this agreement.




**Clause
      Ten:** This
      contract is made in duplicate; and each party holds one.




This
      contract shall be come into force since the date of being signed by the two
      parties.












**Party A (Seal and
              Signature):**
            
            **Party B (Seal and Signature):****Person in Charge:**
            
            **Person in Charge:****Zhao
                Feiyang**
            
            **Zhang
                Jianjun****August 14th,
              2006**

































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