**Exhibit 4.17****23 May 2007****ZASTRON PRECISION — TECH LIMITED****and****HONG KONG PRODUCTIVITY COUNCIL****CONSULTANCY FOR ENTERPRISE RESOURCES PLANNING**
 

 
**CONTENTS**         **Clause No.**  **Clause Heading** **Page**           1.  DEFINITIONS  1  2.  APPOINTMENT  1  3.  CONSULTANT’S OBLIGATIONS  2  4.  EMPLOYER’S OBLIGATIONS  3  5.  PAYMENT  4  6.  INDEMNITY AND LIABILITY  4  7.  VARIATIONS  4  8.  TERMINATION FOR BREACH  5  9.  DELIVERY OF DOCUMENTS  6  10.  MISCELLANEOUS  6  11.  PROPER LAW AND JURISDICTION  7  12.  WAIVER  7  13.  COSTS  7 **SCHEDULES**SCHEDULE 1 — TOTAL ERP SOLUTION SERVICE PROPOSAL
 

 
**THIS AGREEMENT** is made this 31st of May 2007.**BETWEEN****:**(1) **ZASTRON PRECISION — TECH LIMITED** of Suites 1506-08, 15/F, One Exchange Square, 8Connaught Place, Central, Hong Kong (the “Employer”); and (2) **HONG KONG PRODUCTIVITY COUNCIL** of HKPC Building, 78 Tat Chee Avenue, Kowloon, HongKong (the “Consultant”).**WHEREAS****:**A. The Employer requires the Services (as defined below) to be provided in respect of anEnterprise Resources Planning System. B. The Consultant has agreed to provide the Services on the terms and conditions hereincontained.NOW IT IS HEREBY AGREED as follows:-1. **DEFINITIONS**   In this Agreement, the following words and expressions shall have the meanings herebyassigned to them:-   “Agreement” means this agreement and the Schedules hereto, as may be amended from time totime by mutual agreement in writing.   “Fee” means the fees referred to and payable under Attachment B — Statement of Price ofSchedule 1 hereto.   “Services” means the professional services set out in or reasonably to be implied fromSchedule 1 hereto as may be varied from time to time in accordance with this Agreement. 2. **APPOINTMENT** 2.1 The Employer hereby appoints the Consultant and the Consultant hereby accepts the appointmentas a professional consultant to provide the Services on the terms and conditions set out inthis Agreement.
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3. **CONSULTANT’S OBLIGATIONS** 3.1 **Services** 3.1.1 The Consultant shall perform the Services upon the terms and conditions setout in this Agreement and shall commence the Services within fourteen (14) days fromthe date of this Agreement and complete the same in accordance with Schedule 1. TheConsultant shall commence the Services within 14 days of the date of this Agreementand shall perform the Services diligently and with due expedition at all times andshall comply with all directions and instructions which may be given by the Employerto the Consultant from time to time in so far as such directions and instructions arereasonable and consistent with the terms and conditions agreed by both parties underthis Agreement.  3.1.2 The Consultant warrants that it shall exercise all reasonable skill, careand diligence to be expected of a professionally qualified consultant experienced inundertaking services of a similar nature and scope to the Services.  3.1.3 The Consultant shall employ or cause to be employed in connection with theServices only personnel who are skilled and experienced in the disciplines requiredfor the proper and efficient performance of the Services. Nominees for such personnelare set out in Schedule 1. The Consultant reserves the right to assign personnelother than those Nominees to carry out the Services if any of those Nominees shouldleave the employment of the Consultant or if any of them has in the opinion of theConsultant become unfit to carry out the Services provided that the Consultant shallconsult the Employer beforehand on any change of such personnel.  3.1.4 The Consultant shall promptly notify the Employer in writing of any event ormatter which the Consultant is or ought reasonably to be, aware of, which delays ormay delay the completion of the Services or any part thereof, indicating what stepsare being taken by the Consultant to rectify the situation.  3.1.5 The Consultant shall not delegate or subcontract any duties or obligationsarising under this Agreement without the prior written consent of the Employer.3.2 **Confidentiality**   The Consultant shall not at any time during or after the performance of the Servicesdivulge or allow to be divulged to any person who is not employed by the Employer:- 3.2.1 any information supplied by the Employer to the Consultant;  3.2.2 any information obtained by the Consultant relating to the business andaffairs of the Employer;  3.2.3 details of the work undertaken in performing the Services;
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 3.2.4 any advice given to the Employer, including any reports prepared by theConsultant pursuant to this Agreement; and  3.2.5 any other details or information relating to the Services,  save to the extent that the Consultant is required to divulge such information to enablethe Consultant to perform the Services, in which event the prior written consent of theEmployer shall be obtained, or in accordance with the order of a court of competentjurisdiction provided that the Consultant’s duty of confidence shall cease to apply to anyinformation coming into the public domain otherwise than by breach by the Consultant of itsobligations contained in this clause and that nothing herein shall prevent the Consultantfrom disclosing any such information to the extent required in or in connection with legalproceedings arising out of this Agreement. 3.3 **Copyright**   Copyright in all reports, drawings, documents or other materialsproduced by the Consultant in the provision of the Services shallbelong to the Employer. The Employer shall have the sole right topublish all such documents produced by the Consultant under thisAgreement. The Employer and the Consultant shall each indemnify andkeep indemnified each other against any claim or liability in respectof any infringement of any intellectual property right in respect ofany document or thing produced or supplied by them to the other inconnection with the Services or this Agreement. **4.** **EMPLOYER’S OBLIGATIONS** 4.1 The Employer shall fulfil the Client’s Responsibilities as set out in Attachment C —Statement of Client’s Responsibilities of Schedule 1. 4.2 The Employer shall at all times keep confidential (and to procure that its employees andagents shall keep confidential) any confidential information which it may acquire in relationto the Consultant, its clients, business or affairs and shall not use or disclose suchinformation except with the consent of the Consultant or in accordance with the order of acourt of competent jurisdiction provided that the obligations of the Employer contained inthis clause shall cease to apply to any information coming into the public domain otherwisethan by breach by the Employer of its obligations contained in this clause and that nothingherein shall prevent the Employer from disclosing any such information to the extent requiredin or in connection with legal proceedings arising out of this Agreement. 4.3 The Employer shall not employ any of the Consultant’s staff involved in this Agreement duringthe continuance of this Agreement or within 6 months after the termination of this Agreement, except with the prior written approval of the Consultant.
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4.4 All expenses incurred by the Consultant and money paid to third parties on behalf of theEmployer and with the agreement of the Employer shall be borne by the Employer. 5. **PAYMENT** 5.1 In consideration of the Services to be rendered by the Consultant under this Agreement, theEmployer shall pay to the Consultant the Fee which shall be inclusive of all expenses andcosts reasonably incurred by the Consultant in providing the Services unless otherwise statedin Attachment B — Statement of Price of Schedule 1 hereto. 5.2 The Fee shall be paid by installments in accordance with Attachment B — Statement of Priceof Schedule 1 hereto. 5.3 In the event that the Employer instructs any variations pursuant to Clause 7 below, theEmployer and the Consultant shall seek to agree the additional fee (if any) payable by theEmployer to the Consultant in respect of such variations. In the event of any failure to soagree, the additional fee (if any) shall be based on the rates and prices set out inAttachment B — Statement of Price of Schedule 1 hereto. 6. **INDEMNITY AND LIABILITY** 6.1 Subject to Clause 6.2 below, the Consultant shall indemnify and keep indemnified the Employeragainst all claims, demands, proceedings, liabilities, damages, costs, charges, and expenseswhatsoever which the Employer may directly or indirectly incur or have made against it inrespect of, in relation to or arising out of any failure by the Consultant to act inaccordance with this Agreement, save that the Consultant’s liability to indemnify the Employeras aforesaid shall be reduced proportionately to the extent that a wrongful act or neglect ofthe Employer, its agents or employees may have contributed to such claims, demands,proceedings, liabilities, damages, costs, charges and expenses. 6.2 Notwithstanding anything contained herein:- (a) The Consultant shall not be held liable to the Employer for any loss ofbusiness or profit or other consequential loss and damages suffered as a result of anydefault on the part of the Consultant.  (b) The Consultant’s liability in respect of any loss sustained by the Employeris expressly limited and shall in no case exceed the Fee or any part thereof actuallypaid by the Employer to the Consultant.
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7. **VARIATIONS** 7.1 The Employer may instruct any variations to the Services that in his opinion are desirable.Variations may include, but shall not be limited to :- (a) additions, omissions, substitutions, alterations, changes in quality, formcharacter or kind of the Services;  (b) engagement of additional personnel to perform the Services; and  (c) changes to any sequence, method or timing of the Services specified in thisAgreement.7.2 No variation shall be made to the Services unless made by the Employer in writing and agreedto in writing by the Consultant. 7.3 No variation made pursuant to Clause 7.2 shall vitiate or invalidate this Agreement and thisAgreement shall apply to the Services as varied. 8. **TERMINATION FOR BREACH** 8.1 In the event of any material breach or non-observance of any of the obligations of theConsultant under this Agreement, or any neglect, failure or refusal by the Consultant to carryout the Services or to comply with this Agreement, the Employer may forthwith terminate theConsultant’s appointment under this Agreement provided that the Employer has given theConsultant 14 days’ written notice of and the Consultant has not remedied, such breach,non-observance, neglect, failure or refusal within the said 14 day period. 8.2 Without prejudice to any other remedies the Consultant may have against the Employer, theConsultant shall have the right to terminate this Agreement: (a) immediately if the Employer is wound up or is petitioned to be wound up,commits an act of bankruptcy or compound or arrange with its creditors or have areceiving order made against it or being a limited company enters into compulsory orvoluntary liquidation (except for the purposes of amalgamation or restructure only);  (b) on 14 days’ prior written notice if the Employer refuses or prevents thefurnishing of Services by the Consultant under this Agreement; or  (c) on 14 days’ prior written notice if the Employer violates any of the termsand conditions contained herein,whereupon, the Employer shall be liable to reimburse the Consultant all expenses actuallyincurred for and on behalf of the Employer in respect of this Agreement up to the date oftermination and shall pay the Consultant:- (i) any part(s) of the Fee due and payable under Clause 4; and  (ii) the part(s) of the Fee for any part(s) of the Services rendered but not yetpaid for which shall be calculated by reference to the same charging rate and basis asthat for the Fee,
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   provided that in respect of the events under (b) and (c) above, the Consultant has given theEmployer 14 days’ written notice of and the Employer has not remedied, such default withinthe said 14 day period.9. **DELIVERY OF DOCUMENTS** 9.1 The Consultant shall, on completion of the Services or upon any earlier termination of thisAgreement, forthwith deliver up to the Employer all correspondence, documents, papers andproperty belonging to the Employer and all copies thereof which may be in its possession orunder its control. 10. **MISCELLANEOUS** 10.1 **Whole Agreement** (a) Each party acknowledges that this Agreement contains the whole agreementbetween the parties and that it has not relied on any oral or written representationmade to it by the other or its employees or its agents and has made independentinvestigation into all matters relevant to it.  (b) For the avoidance of doubts, Schedule 1 (which includes its Attachments)shall form part of this Agreement. In case of inconsistency between this Agreementand Schedule 1, Schedule 1 shall prevail.10.2 **Prior Agreements**   This Agreement supersedes any prior agreements between the partieswhether written or oral in relation to the subject matter of thisAgreement and any such prior agreements shall be deemed to becancelled as at the date of the Agreement. 10.3 **Assignment**   Neither party may assign or transfer any of its rights or obligationsunder this Agreement without the other’s prior written consent whichshall not be unreasonably withheld or delayed. 10.4 **Notices**   Any notice to be served on either of the parties by the other shallbe sent to such address in Hong Kong as may be notified to the otherparty expressly for the purpose of service of documents. Service ofdocuments shall be by pre-paid registered post or by facsimile and shall be deemed to have been received by the addressee within 3 cleardays of posting or within 8 hours if sent by facsimile to the correct facsimile number ofthe addressee.
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11. **PROPER LAW AND JURISDICTION** 11.1 This Agreement and all disputes and difference arising hereunder shall be governed by thelaws for the time being in force in the Hong Kong Special Administrative Region and theparties hereto hereby submit to the non-exclusive jurisdiction of the courts of the Hong KongSpecial Administrative Region. 12. **WAIVER** 12.1 The failure by either party to enforce at any time or for any period any one or more of theterms or conditions of this Agreement shall not be a waiver by them of the right at any timesubsequently to enforce all terms and conditions of this Agreement. 13. **COSTS** 13.1 Each of the parties shall pay any costs and expenses incurred by it in connection with thisAgreement.
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This Agreement has been duly entered into by the parties the day and year above written.        Signed by  )   for and on behalf of  )   **ZASTRON PRECISION -**  )   **TECH LIMITED**  )          Signed by  )   for and on behalf of  )   **HONG KONG PRODUCTIVITY**  )   **COUNCIL**  )   
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**SCHEDULE 1****TOTAL ERP SOLUTION SERVICE PROPOSAL**