**EXHIBIT 4.16****Contract on the Transfer of Use Rights of State-owned Land in Wuxi**Xi Xin Guo Tu Zi Jian chu He (2006) No.**Chapter I General Provisions**Article 1. Both parties hereto:Assigner: Wuxi Municipal Bureau of State Land and Resources;Assignee: Zastron Precision-Flex (Wuxi) Limited;In accordance with *The Land Administration Law of the People’s Republic of China, The Law ofthe People’s Republic of China on Urban Real Estate Administration, The Contract Law of thePeople’s Republic of China*, other laws and regulations, as well as relevant provincial andmunicipal regulations, parties hereto enter into the contract with the principle of equality,free will, compensation, faith and credit.Article 2. The assigner shall assign the land use rights according to the legal authorization, withthe proprietorship of the assigned land belonging to the People’s Republic of China. Thecountry possesses the right of jurisdiction, executive power awarded by the Constitution andthe laws, other powers executed by the country as per the regulations of the laws of thePeople’s Republic of China as well as rights required by the social public interests. Theunderground resources, hidden properties as well as municipal and public utilities do not fallunder the scope of the transfer of land use rights.**Chapter II Delivery of Assigned Land and Payment of Assignment Fees**Article 3. The plot assigned by the assigner to the assignee is No. A64-2Plot located in Meicun Industrial Concentration Area of WuxiNew District. The area assigned is 43, 697.2 square meters.Details on four boundaries of a piece of land and boundarypoint coordinates are shown in the attached chart to thecontract, which shall be confirmed by the parties hereto withsignature.Article 4. The plot assigned hereunder is for industrial use.Article 5. The plot assigned by the assigner shall be assigned to theassignee with the current land conditions.Article 6. The land use rights assignment hereunder shall have a periodfor 50 years, i.e., from Dec., 31, 2006 to Dec. 30 , 2056.Article 7. The assignment fees for land use rights hereunder shall be 180RMB Yuan per square meter, with the total amount of 7,865,496RMB Yuan. The fees for assignment referred to hereunder shallnot include municipal infrastructure supporting fees and otherconstruction fees.Article 8. Within 30 days after the parties hereto sign the contract, theassignee must pay to the assigner 20% of the total amount ofassignment fees for land userights, namely 1,573,100 RMB Yuan as the earnest money for fulfilling thecontract. The earnest money shall be offset as the assignment feesfor land use rights.
 

 
Article 9. The assignee agrees to pay, within 60 days after thesignature of the contract by the parties hereto, theassigner due fees for assignment of land use rightsamounting to 7,865,496 RMB Yuan.The assignee agrees to remit the fees for assignment of land use rights required for paymenthereunder according to the stipulations above into the assigner’s opening bank: the AgriculturalBank of China, Wuxi New District (WND) Branch, with the account name: Wuxi Municipal State Land andResources Bureau WMD Branch, and account No.: 635001040009707.**Chapter III Land Development, Construction & Utilization**Article 10. Before signature of the contract, the parties hereto haveconducted a field survey and validated boundary posts on allboundary points according to coordinates indicated in theattached *Assigned Piece of Land Boundary Location Map*. Theassignee shall properly protect the land boundary postswithout unauthorized changes. When the boundary posts aredamaged or moved, the assignee shall immediately submit to theassigner the written report, applying for the duplicateboundary measurement and resumption of boundary posts.Article 11. When the assignee constructs the buildings within the landpiece hereunder, the following requirements must be compliedwith:(1) The nature of the building shall be to construct the project for industrial use; (2) The building floor area ratio (FAR): > 1.1; (3) The building density: > 46.56%; (4) The greening ratio: < 24.06%; (5) The building energy conservation shall be implemented as per the stipulations set forth in*Notice from Wuxi Municipal Construction Bureau on Implementation Opinions Concerning FurtherStrengthening Newly Built Civil Construction Energy Conservation Management Work in WuxiForwarded by Wuxi Municipal People’s Government Office [Xi Zheng Ban Fa (2005) No. 127]*. (6) Other planning requirements shall be implemented as per the stipulations set forth in*Regulations on Urban Planning and Administration Technologies in Jiangsu Province and WuxiCity*.The assignee agrees that the total investment amount for the assigned piece of land hereundershall not be below 65 million USD. The assignee agrees that the investment amount forproject-fixed assets the assigned piece of land shall not be below 51 million USD, which has beenapproved or registered on record. The investment intensity for the unit land area shall not bebelow 7.74 million RMB per mu. Among them, the project fixed asset investment includes thebuildings, structures, equipment investments and land prices, etc..The assignee agrees that the portion used for in-house administration, office and living servicefacilities among the assigned piece of land shall not exceed 7% of the area of the assigned pieceof land, i.e., 3059 square meters. The assignee shall notbuild non-production facilities, including full set of residences, expert residences, hotels,guesthouses and training centers.
 

 
Article 12. The assignee agrees to start construction before April 8th, 2007, complete aconstruction engineering work load with the construction area being no less than 25% of thetotal construction area which can be built before Sept. 8th, 2007, and complete theproject construction as well as apply for completion check and acceptance before Sept.8th, 2008. In case of failure to start construction as scheduled, the assigneeagrees that the state land administration department in WND readjusts the use of the plotassigned to the assignee according to the requirements of WND. After the assignee finalizesthe clear date for start of construction, the state land administration department in WNDshall then provide the appropriate plot to the assignee according to the circumstances at thetime.In case of delay in completion, the assignee shall submit the application withfull reason for delay to the consigner 30 days prior to the expiration ofconstruction term. When the consigner agrees on the delay in construction, thedates for project completion and application for completion check andacceptance can be postpones accordingly as per the time agreed on delay inconstruction, provided that the delay period shall not exceed 3 months.Article 13. When conducting construction within the assignedpiece of land, the assignee shall handle water,electricity, sewage and other condition facilitieswith the main pipelines outside the piece of land,interfaces of power utilization and transformersubstations as well as the introduction engineeringaccording to relevant regulations. In respect ofurban construction management such as greening,sanitation, environmental protection, firefightingsafety, traffic management, design and construction,the assignee shall comply with the relevantregulations of the state, Jiangsu Province and WuxiCity.The assignee agrees that the all kinds of conduits and pipelines laid by thegovernment for the needs of public utilities enter, exit, pass through andcross the assigned piece of land; it shall guarantee that the governmentaladministration, public security, firefighting, rescue workers together withtheir emergency apparatuses and vehicles, etc. can smoothly enter the assignedpiece of land during conducting emergency relief or implementing publicservices.Article 14. Within 30 days since the date of paying off the feesfor assignment on land use rights according to thestipulations set forth hereunder, the assignee shallapply to the assigner for handling of landregistration according to the regulations with thecontract and the payment voucher on fees forassignment on land use rights, receive *State-ownedLand Use Certificate*, as well as obtain use rights ofthe assigned land.The assigner shall, within 30 days since the date of receiving the applicationfor land registration, handle the registration of use rights of the assignedland as well as issue *State-owned Land Use Certificate*to the assigneeaccording to the laws.Article 15. The assignee must reasonably utilize the landaccording to the laws. All its activities on theassigned piece of land shall not damage or destroythe ambient environment or facilities, and theassignee shall be responsible forcompensating on losses incurred upon the state or others.
 

 
The assignee or its entrusted engineering construction units shall timely repair or repeatedlylay damaged open trenches, water channels, cables and other pipeline facilities and buildings,etc. within the neighboring sections as a result of construction, and bear correspondingexpenses. Within the term of land use rights, the assignee shall properly protect themunicipal facilities within the piece of land without damage upon it, or it shall bear allexpenses required by the repair work.Article 16. Within the assignment term, the assignee must utilize the landas per the land utilization conditions including land use,building floor area ratio, building density and green landpercentage as stipulated hereunder. In case of needs inchanges on the land utilization conditions including land use,building floor area ratio, building density and green landpercentage as stipulated hereunder, the relevant approvalprocedures must be handled according to the laws. Furthermore,the application must be submitted to the assigner, and theapproval from the assigner must be obtained. The agreement onchanging land use right assignment contract shall be signed,or the land use right assignment contract shall be resigned.The fees for assignment of land use rights shall be adjustedaccordingly, and the land change registration shall beprocessed.Article 17. The government shall reserve the urban planning adjustmentrights on the piece of land hereunder. In case of changes madeto the original land utilization plan, the existing buildingson the piece of land will not be influenced. However, when thealternation, renovation and rebuilding of buildings andattachments on the piece of land within the use term are madeor the renewal is applied for upon the expiration, theeffective plan at the time must be followed.Article 18. The assigner shall not take back the land use rights, obtainedby the assignee according to the laws, prior to the expirationof use lifetime stipulated hereunder; in case that the landuse rights must be taken back in advance according to theneeds of social public interests under special case, theassigner should submit a report for approval according to thelegal procedure, and grant the assignee with the correspondingcompensation based on the values of aboveground buildings andother attachments during the recovery plus the land use rightprice of the remaining years.**Chapter IV Transfer, Rent and Mortgage of Land Use Rights**Article 19. After having paid all the fees for assignment of land use rights as required by the stipulations hereto, receivedof *State-owned Land Use Certificate*, as well as obtaining the use rights of the assigned land, the assignee shallbe entitled to transfer, rent and mortgage all or part of land use rights hereunder. However, when it’s the firsttime that the land use rights of the remaining years are transferred (sold, exchanged or presented), the assignershall determine that it complies with the conditions that the investment and development is conducted as per thestipulations set forth hereunder, and over 25% of the total development and investment amount shall be completed.Article 20. When the land use rights are transferred or mortgaged, the transferring
 

 
and mortgaging parties must sign written contracts on transfer and mortgage; ifthe renting period of land use rights exceeds six months, the lessor and lesseeshall sign written contract on renting.The contract of transfer, mortgage and renting of land use rights shall notviolate the state’s laws, regulations and stipulations set forth hereunder.Article 21. Along with the transfer of land use rights, therights and obligations clearly defined in thecontract and registration documents shall betransferred. After transfer, the years for its landuse rights shall be the use life stipulated hereunderless the remaining years after the years alreadyused. After all or part of land use rights hereunderare rent, the rights and obligations clearly definedin the contract and the registration document shallbe still borne by the assignee.Article 22. Along with the land use rights being transferred,leased or mortgaged, the aboveground structures andother attachments will also be transferred, leased ormortgaged. Along with aboveground structures andother attachments being transferred, leased ormortgaged, the land use rights will also betransferred, leased or mortgaged.Article 23. When the land use rights are transferred, leased ormortgaged, the transferring, leasing or mortgagingparties hereto shall, within 30 days since the dateof signing the corresponding contract, go to the landadministration department with the contract, relevantcontracts on transfer, lease or mortgage, as well as*State-owned Land Use Certificate*for application andhandling of land registration.**Chapter V Term Expiration**Article 24. If the use years stipulated hereunder expire and the land user needs continued use ofpiece of land hereunder, the land user shall submit renewal application to the assigner 360days prior to the expiration. Except when it’s required by the social public interests to takeback the land hereunder, the assigner shall approve the application.When the assigner agrees on the renewal, the assignee shall handle the procedure ofcompensated use of land according to the laws, resign the contract on compensated use of landwith the assigner, as well as pay the fees of land use with compensation.Article 25. When the term of land assignment expires and the assignee hasnot submitted the application for renewal, or has not gotapproval according the stipulations set forth in Article 24hereunder although applying for renewal, the assignee shallreturn the *State-owned Land Use Certificate*, and the assignershall represent the state in taking back the land use rightsand handle the registration of writing off state-owned landuse rights.Article 26. When the term of land assignment expires and the assigneefails to apply for renewal, the land use rights hereunder andaboveground structures and other attachments shall be takenback without compensation by the assigner on behalf of thestate, and the assignee should maintain the normal usefunctions of aboveground buildings and other attachments without manmade damages. If the
 

 
aboveground buildings and other attachments lose their normal use functions, the assigner canask the assignee to move or remove aboveground buildings and other attachments as well asresume the site leveling.Article 27. When the land assignment term expires and the assignee puts forth application forrenewal while the assigner doesn’t approve the renewal according to the stipulations inArticle 24 hereunder, the land use rights shall be taken back by the assigner on behalf of thestate. However, regarding the aboveground buildings and other attachments, the assigner shouldprovide the assignee with relevant compensations based on the residual values of abovegroundbuildings and other attachments during recovery.**Chapter VI Force Majeure**Article 28. Neither party hereto shall be responsible for part or allnon-performance thereof due to force majeure, but should takeall necessary corrective measures under the allowableconditions so as to reduce losses resulting from forcemajeure. Either party delaying in performance leading to forcemajeure shall not be exempted from the responsibility.Article 29. Either party encountering force majeure shall notify the otherparty, in such written forms as letters, telegraphs, telefaxesand faxes, the conditions of the event within 48 hours, and,within 3 days after the occurrence of the event, submit to theother party one report on reasons for non-performance of thecontract or part hereof, or needs for delay in performance.**Chapter VII Obligations for Breach of Contract**Article 30. The assignee must pay the fees for assignment of land userights in accordance with the stipulations set forthhereunder. If the assignee fails to pay the fees forassignment of land use rights due, he shall pay a penalty by2‰ of the delayed payments per day since the date of delay inpayment to the assigner. If the assignee fails to pay off theamounts due beyond 30 days, the assigner shall be entitled tocancel the contract after notifying the assignee and take backthe land use rights. The assignee shall not be entitled to askfor return of earnest money, and shall pay the compensation tothe assigner by 2% of all the fees for assignment of land. Theassigner shall deduct the earnest money, compensation andpenalty from the collected fees for assignment on land userights, and then return the balance to the assignee. The totalamount of penalty shall not exceed that of fees for assignmentof land use rights by 20%.Article 31. When the assignee pays the fees for assignment on land userights as stipulated hereunder, the assigner must offer theassigned land on time according to the agreement hereunder. Ifthe assigner fails to offer the assigned land on timeresulting in the assignee is delayed in occupying the piece ofland hereunder, the assigner shall pay a penalty to theassignee by 2‰ of the already-paid fees for assignment on landuse rights of the unpaid land part for every delayed day. Ifthe assigner delays in delivering the land beyond 30 days, theassignee shall beentitled to cancel the contract on land of unpaid part, and the assigner shall return
 

 
double earnest money for the land of unpaid part, and return the other part ofalready-paid fees for assignment on land use rights for the unpaid part of land. The assigneecan ask the assigner to compensate on other losses resulting from breach of contract on theunpaid part of land. The total amount of penalty shall not exceed that for land use rights ofunpaid part by 20%.Article 32. The assignee shall conduct development and construction according to the stipulationset forth hereunder. In case that no construction and development is not started beyond oneyear exceeding the date for construction and development as stipulated hereunder, the assignercan collect land inactivity fees from the assignee; if no construction and developmentis initiated beyond two years, the assigner can take back the land use rights without anycompensation, except the delay in construction and development resulting from the forcemajeure, acts of the government and relevant governmental departments or the initial-phasework required by the construction and development.When the assignee starts construction according to the date as stipulated in Article 12hereunder, but the already-developed and constructed area occupies no more than one-third ofthe total construction area, or the already-invested amount occupied no more than 25% of thetotal investment amount, and the development and construction has been suspended for a fullyear without approval, it’s also seen as land inactivity, and the assigner shall be entitledto collected the fees on land inactivity to the assignee.Both the assigner and the assignee agree that the fees for land inactivity as stipulated inthis article shall be collected by 15% of the total amount of fees form assignment of land.Article 33. If the assignee terminates the project investment and construction due to its ownreason and proposes to the assigner to terminate the performance of the contract and appliesfor return of land, the assigner shall report it to the municipal people’s government forapproval, after which, it shall return all or part of fees for assignment of land use rights(excluding the interest rates) except the earnest money as stipulated in Article 8 hereunderby differentiating conditions and according to the following stipulations, and take back theland use rights. However, the as-built buildings and structures within the piece of land shallnot be compensated. The assigner can also require the assignee to remove all as-builtbuildings and structures as well as resume the site leveling.(1) When the assignee applies to the assigner in no less than 60 days prior to theexpiration of construction initiation date as stipulated hereunder, the assigner shallreturn the already-paid fees for assignment on land use rights to the assignee afterdeduction of the earnest money;(2) When the assignee applies to the assigner in no less than 60 days prior to theexpiration of two years (more than one year but less than two years) from theconstruction initiation date as stipulated hereunder, the assigner shall return theremaining already-paid fees for assignment on land use rights to the assigneeafter deduction of the earnest money as stipulated in Article 8 hereunder and collectionof the land inactivity fees as per the stipulations set forth in the article.
 

 
Article 34. When the assignee reduces the project investment scopedue to its own reason resulting in the inactivity of partof the construction-use land, which possesses theconditions for division and can be reused for developmentand construction, the assignee must put forth applicationfor returning corresponding area of construction-use land90 days prior to the completion of project construction.After getting approval from the municipal people’sgovernment, the assigner and the assignee shall enterinto the agreement on changing contract on assignment ofland use rights, whereby the assigner shall take back theland use rights of the corresponding part, and return thefees for assignment of land relating to the recoveredland to the assignee after the deduction of correspondingpercentage of earnest money.Article 35. If the assignee fails to compete the project constructionand apply for completion check and acceptance as per thedate stipulated in Article 12.1 hereunder or theotherwise agreed date approved for delayed constructionin Article 12.2, it shall pay to the assigner a penaltyby 0.5‰ of the total amount of fees for assignment ofland use rights for every delayed day.Within 60 days after the check and acceptance of project completion, the assignee shall providethe assigner with the data on project completion, check and acceptance as well as datarelating to final cost and audit reports on project completion, the assigner shallre-check the actual investment intensity and land utilization intensity of the piece ofland as per the investment amount, investment density, land utilization density and otherindexes as stipulated in Article 11 hereunder. If the actual investment intensity and landutilization intensity of the assignee fails to meet the indexes as agreed by the partieshereto, the breach of contract exists, whereas the assigner shall be entitled to charge apenalty and can ask the assignee to continue fulfilling the contract.If the total project investment amount, amount on fixed assets investment and investmentintensity of unit land area fails to reach the standard as stipulated in Article 11hereunder, the assigner can ask the assignee to pay a penalty equal to the same-percentagefees for assignment of land use rights as per the percentage of actual balance part amongthe agreed total investment amount and investment intensity index.If any index, either project building floor area ratio or building density, fails toreach the standard as stipulated in Article 11 hereunder, the assigner can ask theassignee to pay a penalty equal to the same-percentage fees for assignment of land userights as per the percentage of actual balance part among the agreed standard.If any index, either the greening percentage or the percentage of in-houseadministration, office and residential service, exceeds the standard as stipulated inArticle 11 hereunder, the assignee should pay to the assigner a penalty amounting to 10%of the total amount equal to fees for assignment of land use rights, as well as remove thecorresponding greening and building facilities by itself.Article 36. If the land delivered by the assigner fails to reach the conditions as
 

 
stipulated hereunder, it shall be deemed as breach of contract. The assignee shall be entitledto ask the assigner to fulfill the obligations as per the stipulated conditions, as wellas compensate on the direct losses incurring upon the assignee due to the delay inperformance.**Chapter VIII Notice and Explanation**Article 37. The notices required or allowed by the contract shall becomeeffective upon delivery to the residence marked in thecontract.Article 38. Either party making changes to notice, communication addressor opening bank and bank account shall notify the other partythe new address or opening bank and bank account to the otherparty within 15 days after the change. The losses resultingfrom delay in notice by either party shall be theresponsibility of the failing party.Article 39. The parties hereto confirm that the assigner has fulfilled itsobligations of making full explanations and the assignee has afull understanding of the relevant issued hereunder.**Chapter IX Applicable Laws and Dispute Resolution**Article 40. The signing, validity, interpretation, fulfillment and disputeresolution of the contract shall be governed by the laws ofthe People’s Republic of China.Article 41. All disputes during execution or in connection with thecontract shall be settled through the consultations by thedisputing parties hereto. In case that no agreement inreached, the parties hereto agree to submit it to WuxiArbitration Council for arbitration.**Chapter X Supplementary provisions**Article 42. The plan for assignment of piece of land hereunder shall beapproved by Wuxi Municipal People’s Government, and thecontract shall become effective since the date of signature bythe parties hereto.Article 43. The contract shall be made in sextuplicate possessing equallegal validity, with the assigner and the assignee eachholding three copies.Article 44. The contract includes 10 pages in total, and is formallywritten in Chinese.Article 45. The amount, area and other items hereunder shall be indicatedin both Chinese numerical and small letters, both of whichshould be identical. In case of any discrepancy, the Chinesenumerical indication shall prevail.Article 46. The contract is entered into on                     (Date) of 200             in Wuxi,Jiangsu, PRC.