Unassociated Document


    
      GPS
device supply and terminal service agreement

      


      Serial
NO.: 200910251

      Signed
on: 25th, Oct.
2009

      


      


      


      PartyA:
Zhengzhou Shenyang Technology Co., Ltd.

      PartyB:
Xingyang Security Service Co., Ltd.

      


      


       

      Regarding
to the ZST vehicle embedded GPS device and service, Party A and Party B have
agreed:

      


      
        	
                I.

              	
                Registration
      material.

                 

              


      

      
        	
                1.

              	
                Party
      B should fill out and ensure the accuracy of the Subscriber Registration
      Form and number of devices, delivery date. Party B should inform
      Party A about all the changes in written form(fax) on a timely
      basis.

                 

              


      

      
        	
                2.

              	
                Party
      A should treat the materials provided by Party B as
      confidentiality.

              


      

       

      
 

      
        	
                II.

              	
                Fees

                 

              


      

      
        	
                1.

              	
                Model:
      SY-A601. Price per unit: 1,600 RMB Yuan(one year annual service fee
      included)

                 

              


      

      Total:
2,500 units.

       

      
        	
                2.

              	
                Party
      B should pay 4,000,000 RMB Yuan to Party A. The annual service fee is 200
      RMB Yuan per year for each unit. Total: 500,000 RMB Yuan.

                 

              


      

      
        	
                3.

              	
                Party
      B should pay the annual service fee at least one month in advance. If not,
      Party A would stop the after-sale service and call-in center
      service.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                III.

              	
                System
      installation

                 

              


      

      
        	
                1.

              	
                Party
      A shall assign its technical staff to conduct the debugging and
      installation activities for Party B according to its requirements. The
      service would be started on the installation day.

                 

              


      

      
        	
                2.

              	
                Party
      A shall provide the installation and debugging service. Party B agreed to
      allow Party A conduct the installation and debugging activities in
      accordance with the user mannual.

                 

              


      

      
        	
                3.

              	
                Party
      A shall provide the system operation training to Party
  B.

              


      

       

      
 

      
        	
                IV.

              	
                Warranty
      terms

                 

              


      

      
        	
                1.

              	
                Party
      B may change the products within one month after purchase(term 2
      excluded). Free maintenance for one year(12 months).

                 

              


      

      
        	
                2.

              	
                During
      the free maintenance period, maintenance materials would be
      charged.

                 

              


      

      
        	
                3.

              	
                Maintenance
      would be charged after the expiration of the free maintenance
      period.

                 

              


      

      
        	
                4.

              	
                Exceptions
      of the replacement guarantee and free maintenance are as
      follows:

                 

              


      

      
        	
                (1)

              	
                Service
      fee unpaid.

                 

              


      

      
        	
                (2)

              	
                Due
      to Party B’s operational mistakes.

                 

              


      

      
        	
                (3)

              	
                Unauthorized
      maintenance or modification.

                 

              


      

      
        	
                (4)

              	
                Force
      of majeure.

                 

              


      

      
        	
                5.

              	
                Party
      B shall pay the postage or delivery fee when apply for the maintenance or
      replancement.

              


      

       

      
 

      
        	
                V.

              	
                Roles
      and responsibilities

                 

              


      

      (1) Party
A’s responsibility

       

      1.
Provide alarm/emergency related service to Party B when required.

       

      2.
Provide data search and printing service to 110/Party B when required. The
information includes 1) basic information of vehicle; 2) tracks of the vehicle
and solutions for the alarm/emergency condition.

       

      3.
Provide the position and vehicle condition information for subscribers or
users.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (2) Party
B’s responsibility

       

      1. Party
B shall have intimate knowledge of system operation and use method before
application.

       

      2. Party
B shall operate the system strictly according to the User Operation Manual. Any
losses caused by improper operation shall be born by Party B.

       

      3. Before
the operation of “controlling vehicle to stop”, Party B shall know the situation
of controlled vehicle to avoid accident. Any losses herein shall be born by
Party B.

       

      4. Party
B shall ensure secure password. Any losses caused by password disclosure shall
be born by Party B.

       

      5. Party
B shall ensure that more than two contact persons or operation users listed on
registered form can be informed.

       

      6.
Vehicles shall be parked within GPS mobile coverage scope, so as the mobile can
be connected normally and the system is in early warning state.

       

      7. As the
vehicle number is specially used for location, Party B should not change SIM
card or disclose to others without approval.

       

      8. Party
B shall ensure the vehicle mobile keeps enough amounts for normal operation, any
losses caused by unavailable operation due to default charge shall be born by
Party B.

       

      9. With
the intellectual circuit, the system can be regarded as automatic closing due to
voltage deficiency while the vehicle battery voltage reduces to set level.
Consequently, Party B shall start up the motor regularly to charge for the
battery and ensure normal operation of system.

       

       

      VI.
Exemption clauses

       

      Party A
shall bear no responsibility for following results or losses:

       

      1. GSM
blind area, failure or short message losing and blocking;

       

      2. GPS
location blind area, default or failure.

       

      3.
Non-default problems, man-made destroy of GSM network and GPS
system.

       

      4.
Improper installation and operation of Party B’s users (inc. Party
B).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.
Improper registration of Party B.

       

      6.
Disconnection or default charge of Party B’s vehicle mobile phone.

       

      7.
Abnormal operation due to default battery voltage or other failures of Party B’s
vehicle.

       

      8. No
entry into early warning of Party B’s vehicle.

       

      9.
Password or other materials disclosure taken by Party B’s system users (inc.
Party B).

       

      10.
Vehicle terminal opening or SIM card changing made by Party B without
approval.

       

      11.
Vehicle lost of Party B.

      


      VII.
Delivery

       

      1. After
signing the contract, Party A shall provide the delivered goods requested by the
contract for installation and commissioning at any time.

       

      2. Each
delivery shall be confirmed through Party B’s telephone, fax and email.
Generally delivery terms for the annual, quarterly and monthly contract should
not respectively exceed 80, 20 and 7 days.

       

       

      VIII. This contract is in
duplicate and shall be effective since signed by both parties. Any disputes
occurred during the contract performance, both parties shall discuss for
solution. If failed, both parties shall bring the disputes to local people’s
court of delivered unit for settlement.

       

       

      


      
        	
                Party
      A (seal): Jia Qingsong

              	
                Party
      B (seal or signature): Huang Jian Xu

                 

              
	
                Date:

              	
                Date: