**EXHIBIT 4.40****PROFESSIONAL SERVICES AGREEMENT**This Professional Services Agreement (“Agreement”) is entered into as of the Effective Date definedbelow by and between **SAP Hong Kong Co. Limited**with offices at Suite 1111-1114, Cityplaza 4, 12Taikoo Wan Road, Taikoo Shing, Hong Kong (hereinafter “SAP”) and **Zastron Precision – Tech Limited**with offices at Suites 1506-09, 15/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong.(hereinafter “Licensee”).**RECITAL**WHEREAS, Licensee acquired from SAP the right to use an SAP Software System pursuant to the SAP ERPor R/3 Software End-User License Agreement (“End-User Agreement”) effective **30****th**November, 2007, between SAP and Licensee. All terms set forth in the End-User Agreement andreferred to herein shall have the same meaning as set forth in the End-User Agreement unlessotherwise specifically modified by this Agreement.WHEREAS, SAP provides, through its employees and third party contractors (“Consultants”), softwareconsulting and professional services (“Services”) in support of installation and implementation ofthe Software which Licensee desires to obtain.NOW, THEREFORE, In consideration of the mutual promises and obligations in this Agreement, thesufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree asfollows:1. Services To Be Performed. SAP will provide a Consultant(s) proficient in theinstallation and implementation of the applicable SAP Software at Licensee’s direction inaccordance with Statement(s) of Work that reference this Agreement and are attached hereto and madea part of this Agreement. All Services of the SAP Consultant(s) will be coordinated with thedesignated Licensee representative. Licensee is responsible for making the necessary internalarrangements for the carrying out of the Services on a non-interference basis. The Statement(s) ofWork more fully describes the scope, duration, and fees for the Services. Changes to any Statementof Work may be made upon prior written mutual agreement of the parties hereto.2. Satisfaction with Performance. If at any time Licensee is dissatisfied with thematerial performance of an assigned Consultant, Licensee shall immediately report suchdissatisfaction to SAP in writing and may request SAP to replace the Consultant. SAP shall use itsreasonable discretion in accomplishing any such change.
1

 
3. Compensation of SAP. All Services will be provided by SAP on a fixed price basis, asset out in schedule A of the Statement(s) of Work, unless otherwise agreed by the parties inwriting. Services will be invoiced in accordance with the fees listed in or referenced in theStatement(s) of Work, or Schedules thereto, as applicable.4. Taxes. The fees listed in the Statement of Work or Schedule thereto do not includefederal, state or local sales, use, property, excise, services or other taxes now or hereafterlevied. Licensee shall be responsible for paying all taxes levied on the products and servicesprovided pursuant to this Agreement. Licensee shall remit such taxes directly to the applicabletaxing authorities. Any taxes or amounts in lieu thereof paid or payable by SAP in respect of anytaxes or the fees invoiced in accordance with this Agreement (excepting only taxes on income) shallbe for Licensee’s account.5. Term. This Agreement shall be effective as of the Effective Date, specified below, andshall remain in effect until terminated by either party. This Agreement and/or each Statement ofWork may be terminated for convenience upon thirty (30) days prior written notice or otherwise inaccordance with the applicable Statement of Work. If there is more than one Statement of Workattached to this Agreement, a Statement of Work may be terminated without terminating thisAgreement or the other Statement of Works. Licensee shall be liable for payment to SAP for allServices provided prior to the date of any termination, whether of the Agreement as a whole or anyparticular Statement of Work, in accordance with the applicable Statement(s) of Work.6. Proprietary Information. Both parties shall handle Proprietary Information in accordancewith the terms listed in the End-User Agreement.7. Work Product.     7.1 All rights, title and interest in any Extension or Modification shall be governed by theterms set forth in the terms listed in the End-User Agreement.     7.2 Licensee agrees that any and all ideas, concepts, or other intellectual property rightsrelated in any way to the techniques, knowledge or processes of the SAP Services and Productsprovided under this Agreement, whether or not developed for Licensee, are the exclusive property ofSAP. SAP shall have the sole and exclusive right, title and ownership to such technology.8. Limitation of Liability, Warranty, Indemnification.     8.1 SAP warrants that its Services shall be performed consistent with generally acceptedindustry standards. For any breach of this warranty, Licensee’s sole and exclusive remedy shall beat SAP’s sole option, reperformance of the
2

 
unsatisfactory Services or repayment of the fees associated with the unsatisfactory Services. .This warranty shall be applicable for only one month from the date of expiry or termination of theapplicable Statement of Works, or the date of acceptance of deliverable in question by Licensee (ifapplicable), whichever is the earlier.     8.2 ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, UNDER NO CIRCUMSTANCES SHALL SAP OR ITSCONSULTANTS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL,CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS,COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY ORPUNITIVE DAMAGES, EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.     8.3 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENTWHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ISINTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCEDAS SUCH.     8.4 SAP MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANYOTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICESPROVIDED HEREUNDER.     8.5 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SAVE FOR SECTION 8.6 BELOW, SAP’SCUMULATIVE LIABILITY UNDER EACH STATEMENT OF WORK SHALL BE LIMITED TO LIABILITY DIRECTLY AND SOLELYATTRIBUTABLE TO SAP’S SERVICES AND SHALL IN NO EVENT EXCEED THE FEE PAID BY LICENSEE TO SAP UNDERTHE APPLICABLE STATEMENT OF WORK.     8.6 The Limitation of Liability set forth in this section 8, does not apply to tangibleproperty damage, or personal injury, including death, caused by the gross negligence of SAP. SAPagrees to indemnify, defend and hold harmless Licensee from and against any and all liabilities,damages, losses, claims, suits or judgments, and expenses (including reasonable attorney fees) thatLicensee may incur for injury to or death of persons caused by SAP’s gross negligence whileproviding Services on Licensee’s site under this Agreement. With respect to tangible propertydamage caused by SAP’s gross negligence, such indemnity shall be limited to the extent of SAP’sinsurance coverage.9. General Provisions.
3

 
This Agreement is a personal services agreement and the performance of any obligation hereunder maynot be assigned, delegated or otherwise transferred by either party, provided however, that SAP mayassign all or part of the work to be performed under this Agreement to a qualified third party.     9.2 If any provision of this Agreement is found by any arbitral body or court of competentjurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect theother provisions of this Agreement, and all provisions not affected by such invalidity shall remainin full force and effect.     9.3. The waiver by either party of a breach or default in any of the provisions of thisAgreement by the other party shall not be construed as a waiver of any succeeding breach of thesame or other provisions; nor shall any delay or omission on the part of either party to exerciseor avail itself of any right, power or privilege that is has or may have hereunder operated as awaiver of any breach or default by the other party.     9.4 This Agreement, including all applicable Statement(s) of Work and Schedules thereto,constitutes the entire and exclusive agreement between the parties with respect to the subjectmatter hereof and supersedes all prior representations, discussions or agreements between theparties, whether written or oral, relating to the same subject matter. No modifications,amendments, or supplements to this Agreement shall be effective for any purpose unless in writingand signed by the authorized representatives of both parties. In the event of any inconsistenciesbetween the Agreement, a Statement of Work or Schedules, the Agreement shall take precedence overany Statement of Work or Schedules, and the Statement of Work shall take precedence over anySchedules.     9.5 The relationship of SAP and Licensee established by this Agreement is that of anindependent contractor.     9.6 Any delay or nonperformance of any provision of this Agreement (other than for the paymentof amounts due hereunder) caused by conditions beyond the reasonable control of SAP or itsConsultants, shall not constitute a breach of this Agreement, and the time for performance of suchprovision, if any, shall be deemed to be extended for a period equal to the duration of theconditions preventing such performance.
4

 
     9.7 If a dispute arises between the Licensee and SAP , the following provisions shall apply -(i) The parties shall escalate all disputes unable to be resolved between the partieswithin 14 days of the dispute first arising to a committee of the managing directors ofeach party and who shall appoint a third member (being an independent party not related toeither party or involved in the project).(ii) Failing resolution of the dispute according to Section 9.7 (i) above, except for theright of either party to apply to a court of competent jurisdiction for an injunction orother equitable relief available under applicable law to preserve the status quo or preventirreparable harm pending the selection and confirmation of a panel or arbitrators, anycontroversy or claim arising out of or relating to this Agreement, or the breach thereof,shall be settled by arbitration in Hong Kong, in accordance with the Commercial ArbitrationRules of the ICC, and judgment upon the award rendered by the arbitrators may be entered inany court having jurisdiction thereof. Arbitration shall be conducted in the Englishlanguage by a panel of three (3) members, one member selected by SAP, one member selectedby Licensee and the third member, who shall be chairman, selected by agreement between theother (2) members. The chairman shall be a solicitor, and the other arbitrators shall havea background or training in computer law, computer science, or marketing of computerindustry products. The arbitrators shall have the authority to grant injunctive relief ina form substantially similar to that which would otherwise be granted by a court of law.The parties’ obligations under this Section 9.7 shall survive termination or expiration ofthis Agreement     9.8 During the term of this Agreement and for a period of two years thereafter, Licensee willnot directly or indirectly solicit or hire any Consultant assigned by SAP to perform any of theService to be provided hereunder.     9.9 Any purchase order or other document issued by Licensee is for administrative convenienceonly. In the event of any conflict between the provisions of this Agreement, and any purchaseorder or other document, the provisions of this Agreement shall prevail and govern and anyadditional terms in the purchase order or other document shall be inapplicable     9.10 This Agreement and any disputes arising out of or in connection with this Agreement shallbe governed and construed in accordance with the laws of Hong Kong.     9.11 This Agreement shall be effective as of **30****th****November, 2007**(“EffectiveDate”).
5

 
     10. Survival. Sections 6, 7, 8, 9.7, 9.8 and 9.10 shall survive any termination of thisAgreement.     IN WITNESS WHEREOF, the parties have so agreed as of the date written above
6

 
\         **Agreed to:** **Agreed to:**           **SAP Hong Kong Co. Limited** **Zastron Precision – Tech Limited**           Signature:   Signature:                      Name: K.K. Chan Name:                      Title: Finance Director Title:                      Date:   Date:                      Signature:                          Name: Ng Mau Wing               Title: Consulting Director               Date:                      Attachments Statement of WorkSchedules:               “A” - List of Rates               “B” - Change Order Procedure  
7

 
**Statement of Work******