##### 



Exhibit 4.15
   (1)
    
    Zastron Precision -Flex (Wuxi) Company Limited (CHINESE CHARACTERS) (the
Company) a company incorporated in the Peoples Republic of China whose registered office is
situate at Land Lot No. A64-2, Meicun Gongye Jizhongqu, Wuxi Xinqu, the Peoples Republic of
China (CHINESE CHARACTERS) and
 (2)
    
    LEVETT AND BAILEY QUANTITY SURVEYORS LIMITED (the Consultant), a company incorporated in
Hong Kong whose registered office is situate at Eastern Central Plaza, 20th Floor, 3 Yiu Hing
Road, Shaukeiwan, Hong Kong.
  A.
    
    The Company is the owner of the Site and is desirous of constructing thereon a flexible print
circuit factory facility (the Development) at Land Lot No. A64-2, Meicun Gongye Jizhongqu,
Wuxi Xinqu, the Peoples Republic of China (CHINESE CHARACTERS) which for the
purposes of identification only is set out in the plan and coloured in blue at Schedule 2.
 B.
    
    The Company is desirous of appointing the Consultant to carry out all quantity surveying
services for the Company for the Project and all Construction Contracts with various
contractors to complete the works comprising the Development.
  1.
    
    INTERPRETATION1.1
    
    In this Agreement (including the recitals, the Schedules and the Annexures):
 (a)
    
    Additional Services mean any and all services which do not constitute part
of the Services but which a firm of quantity surveyors of substance and repute ought,
in the reasonable opinion of the Company, to be capable of performing;(b)
    
    Architect means the architect engaged by the Company to design the Works or
its successors.(c)
    
    Confidential Information means any information, document or material
received or obtained as a result of negotiating, entering into or performing this
Agreement and any information, document or material given in or created pursuant to
this Agreement;(d)
    
    Consents mean permissions, consents, approvals, licences, authorizations,
registrations, certificates and permits in legally effective form;




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-2- 
 (e)
    
    Construction Contracts mean all such contracts entered into by the Company
for the construction of the Works including but not limited to piling and foundation
contracts, contracts for the construction of the superstructure of the Works, and
contracts for the electrical and mechanical works of the Works.(f)
    
    Contractors mean such persons or body corporates engaged under the
Construction Contracts to carry out the Works.(g)
    
    Copyright means patent trademark, service mark, registered design,
copyright or design right or any right similar or analogous to any of the foregoing or
any right or interest of any kind arising out of or created in respect of any of the
foregoing or any right to bring an action for passing off or any similar or analogous
proceeding;(h)
    
    Government means the Government of the Peoples Republic of China and its
successors;(i)
    
    Project means the Project involving the design, formation, construction,
completion, commissioning, maintenance and initial operation of the Development;(j)
    
    Project Manager means the project manager for the time being appointed by
the Company to manage and administer the construction of the Project and the Works or
its successors.(k)
    
    Services mean all the functions, duties, obligations and services to be
performed by the Consultant under this Agreement including those referred to in the
Schedule 1;(l)
    
    Site means the area of land coloured in yellow on the plan attached hereto
as Schedule 2.(m)
    
    Working Day means a day other than a Saturday on which commercial banks in
the Peoples Republic of China are open for business;(n)
    
    Works mean all the works or services to be constructed, completed,
maintained, supplied and/or performed under the Construction Contracts to complete the
Project and includes all permanent works, temporary works and all design for which any
Contractor is responsible under any of the Construction Contracts.
 1.2
    
    In this Agreement (including the Recitals, the Schedules and the Annexures) unless the
context requires otherwise :-
 (a)
    
    any reference to a Clause or a Clause is to clause or Clause of this
Agreement and any reference to a Schedule, an Annexure or a Recital is to a schedule,
annexure or recital to this Agreement;(b)
    
    any headings are for convenience only and shall not affect interpretation or
construction;




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-3- (c)
    
    references to a person shall be construed so as to include any company,
corporation or body corporate, any individual, firm, government or governmental body
any state or agency of a state, or any joint venture, association or partnership
(whether or not having separate legal personality);(d)
    
    words and expressions in the singular include the plural and words and
expressions in the plural include the singular;(e)
    
    words and expressions importing the masculine, feminine or neuter gender only
include all such genders;(f)
    
    expenses include costs, fees, charges, overheads and expenses of every
description;(g)
    
    law includes statutory, common and customary law and any constitution,
basic law, decree, judgement, legislation, order, ordinance, regulation, rule,
statute, treaty or other legislative measure, in each case of any jurisdiction
whatever (and lawful and unlawful shall be construed accordingly);(h)
    
    references to (or to any specific provision of) this Agreement or any other
document shall be construed as references to this Agreement, that document or that
provision of this Agreement that document as modified, amended or supplemented from
time to time:(i)
    
    references to any ordinance, enactment, rule, law or regulation include such
ordinance, enactment, rule, law or regulation as amended, modified, consolidated,
enacted or re-enacted and include any subsidiary legislation made thereunder;(j)
    
    document includes information recorded in any form;
 2.
    
    SERVICES2.1
    
    Notwithstanding the date of this Agreement as first above written, this Agreement shall take
effect and be construed as if it had been entered into on the date upon which the Consultant
first commenced to perform the Services.2.2
    
    The Consultant shall perform the Services in accordance with the terms of this Agreement and
to the satisfaction of the Company.2.3
    
    The Company may at any time require the Consultant to perform Additional Services in
connection with the Project and in the event that it is required so to do the Consultant shall
perform Additional Services in accordance with this Agreement.2.4
    
    The Consultants remuneration for the performance of Additional Services shall be as provided
in Schedule 3 or at the option of the Company be such lump sum agreed by the Company and the
Consultant.3.
    
    STANDARDS




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-4- 
 3.1
    
    The Consultant confirms to the Company that it possesses a high level of expertise and
experience in relation to the Services and Additional Services and the performance thereof and
acknowledges :-
 (a)
    
    that the Company has entered into this Agreement in reliance on the
Consultant having before the date of this Agreement represented to the Company that it
has such level of expertise and experience; and(b)
    
    that the Company relies on the Consultants expertise and experience in
performing the Services and Additional Services.
 3.2
    
    The Consultant shall perform the Services and Additional Services it is required to perform
with a high degree of skill, care and diligence having particular regard to the level of
expertise and expedience warranted in Clause 3.1.
 3.3
    
    The Consultant shall perform the Services and Additional Services it is required to perform
efficiently, faithfully, conscientiously and expeditiously and in such manner as to avoid any
delay in the progress of the execution of the Works, the Project and/or any part thereof.
 3.4
    
    The Consultant shall perform the Services and Additional Services it is required to perform
such that it shall not in any way whatsoever cause or contribute to any breach by the Company,
its servants or agents of its or their functions, obligations or duties under any of the
Construction Contracts nor in any way whatsoever cause or contribute to any claim, proceeding,
liability, loss, expense or damage of whatsoever nature to the Company, its servants or agents
arising under the terms thereof nor in any way whatsoever prevent the Company from or impede
the Company in complying timeously with the provisions of any of the Construction Contracts
nor in any way whatsoever prevent the Company from or impede the Company in obtaining all
benefits under the Construction Contracts.
 4.
    
    PERSONNEL4.1
    
    The Consultant shall at all times employ and utilise in the performance of the Services and
the Additional Services such sufficient number of staff having regard to the minimum
requirements as set out in Schedule 3, all of whom shall possess suitable qualifications,
expertise and experience, as is necessary for the performance of the Services in accordance
with this Agreement, and subject to the provisions of
Clause 4.3 shall ensure that there is made available to all such staff all necessary
resources, facilities and support.4.2
    
    If in the opinion of the Company the performance or conduct of any person for the time being
appointed to carry out the Services or Additional Services or has been unsatisfactory the
Company may, after consulting the Consultant, require that such person is forthwith removed by
the Consultant from the position which he holds and the Consultant shall promptly provide a
replacement subject to obtaining the written consent of the Company.4.3
    
    If in the opinion of the Company the staff or any element of the staff utilised by the
Consultant in the performance of the Services are inadequate, whether by reason of lack of
numbers, lack of suitable qualifications, expertise or experience or otherwise, the




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-5- 
 Company
may, after consulting the Consultant, require the Consultant to forthwith at no additional
cost employ and utilize in the performance of the Services and the Additional Services such
additional and/or more or differently qualified, expert or experienced staff as the Company
reasonably considers to be necessary.


4.4
    
    If the Consultant fails within a reasonable time to comply with any requirement of the
Company under Clause 4.3 then the Company may, either itself, or as agent for the Consultant,
employ on such terms and conditions as the Company thinks fit such number of staff possessing
such qualifications, expertise and experience as the Company considers necessary and may
require the Consultant to utilise all or any of such staff in the performance of the Services.


4.5
    
    The Company may deduct from any sum due to the Consultant under this Agreement any cost or
liability incurred by the Company in connection with the employment of any person employed
pursuant to Clause 4.4.


5.
    
    FEES


5.1
    
    Subject to the Consultant performing the Services in accordance with this Agreement and
observing and performing every other obligation it may have under this Agreement, the Company
shall pay the Consultant for the performance of the Services in accordance with the provisions
of Schedule 4.


5.2
    
    Except only as provided in Clause 5.2, the Consultants entitlement under Clause 5.1 shall be
the Consultants total and only entitlement to payment (including payment by way of
reimbursement) for or in respect of:


(a)
    
    performance, whether before or after the date of this Agreement, of the
Services (and the Consultant shall not be entitled to any other or additional payment
on a quantum meruit basis or otherwise for any cause or in any circumstances
whatsoever); and(b)
    
    all and any expenses incurred by the Consultant or on its behalf, whether
before or after the date of this Agreement, in or for the purpose of the
performance of the Services or otherwise in connection with the Services, the Works
and/or this Agreement.


6.
    
    CO-OPERATION


6.1
    
    The Consultant shall timeously comply with all instructions and directions given by the
Company in relation to the Services and the Additional Services or the performance thereof.
The Consultant shall co-ordinate the performance of the Services (and Additional Services)
with any other consultant separately appointed by the Company in respect of the Works. Without
prejudice to the foregoing, the Consultant shall obtain all necessary drawings, documentation
and information relating to the Works from such other consultants to enable the Consultant to
perform his obligations under this Agreement.


6.2
    
    The Consultant shall pro-actively and to the satisfaction of the Company keep the Company
fully informed at all times of all matters relating to or arising from the Services or the
performance thereof and, so far as the same are within the knowledge of the




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-6- 
  6.3
    
    The Consultant shall co-operate fully with the Contractors and provide the Contractors
timeously with such documents, advice, information, materials and assistance as the
Contractors may reasonably require for or in connection with the performance of the
Construction Contracts.
 6.4
    
    The Consultant shall attend such meetings and prepare and supply such reports, documents,
information, materials, advice and assistance in relation to the Services, the Works and/or
the Project and/or the performance or execution of any or all of the same as the Company may
require.
 6.5
    
    Without prejudice or limitation to the foregoing provisions of this Clause and as a minimum
requirement which must be met in any circumstances, the Consultant shall at such intervals as
the Company shall reasonably require :-
 (a)
    
    attend with the Company and such other persons as the Company may require
progress meetings to be convened by the Company;(b)
    
    submit to the Company and such other persons as the Company may require
progress reports;
 6.6
    
    The Consultant shall impart in every progress report submitted pursuant to Clause 6.5(b) and
shall be properly prepared to discuss and impart at every meeting convened pursuant to Clause
6.5(a) all such information, advice and assistance as may be necessary or desirable in the
circumstances having particular regard to the provisions of Clause 6.2, or required by the
Company and in any event every such
report shall, and in every such meeting the Consultant shall be properly prepared to :-
 (a)
    
    detail and assess the actual progress of the performance of the Services and
the Additional Services and the execution of the Works and the Project together with a
comparison of such progress against the progress contemplated by the current
programme;(b)
    
    anticipate and assess matters which may delay or render more costly than may
have been anticipated by the Company the performance of the Services and the
Additional Services or the execution of the Works and the Project together with advice
as to the steps which have been or should be taken to minimize the likelihood of such
events delaying or rendering more costly than may have been anticipated by the Company
such performance or execution;(c)
    
    anticipate and assess the decisions which the Company should be considering
making in relation to the Services and the Additional Services, the Works and/or the
Project and/or the performance or execution of any or all of the same together with
advice which will enable the Company to make such decisions in a timely and informed
manner;




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-7- (d)
    
    detail and assess the steps which the Consultant plans to take during the
period from the date of the progress report up to the date or anticipated date of the
next progress report.
 7.
    
    INSURANCE
 7.1
    
    Without in any way limiting its obligations or liabilities under this Agreement or at law,
the Consultant shall maintain in full force and effect with a well-established, substantial
and reputable insurance office or underwriter and in a form and upon terms and conditions
approved by the Company professional indemnity insurance, providing a level of indemnity of
not less than fifty million Hong Kong Dollars (HK$50,000,000.00) for any occurrence or series
of occurrences arising out of any one event in respect of the liability of the Consultant to
the Company or to any other person under this Agreement or in respect of any negligent act or
omission of the Consultant or otherwise in respect of the Services, the Additional Services,
the Works, the Project and/or the performance or execution of any or all of the same.
 7.2
    
    The Consultant shall ensure that the insurance referred to in Clause 7.1 is maintained in
full force and effect throughout the period from the date of this Agreement until the
expiration of 12 years after that date. Either in the same policy or additionally, the
Consultant shall maintain sufficient insurance, for the like period, as would properly protect
the Company against any claims by third parties in respect of the performance of the Works by
the Consultant. If , for any reason, the Consultant fails to maintain the insurance referred
to in Clause 7.1 the Consultant shall immediately inform the Company of this in writing and
whether or not the Consultant does so
inform the Company and without prejudice to any other rights and remedies of the Company,
the Company may:-
 (a)
    
    if it considers that the cause of the Consultants failure is the
unavailability of such insurance, require the Consultant at the Consultants own
expense forthwith to enter into other arrangements satisfactory to the Company; or(b)
    
    whether or not it considers that the cause of the Consultants failure is the
unavailability of such insurance, take out and maintain in force such insurance and
pay such premium or premiums as may be necessary for that purpose and from time to
time deduct the amount so paid from any monies due or which may become due to the
Consultant or recover the same as a debt due from the Consultant.
 7.3
    
    As and when the Consultant is required to do so by the Company, the Consultant shall produce
evidence satisfactory to the Company that the Consultants obligations under this Clause at
all times have been and are being complied with.
 8.
    
    CONFIDENTIALITY
 8.1
    
    Except as may be reasonably necessary for the purposes of performing the Services in
accordance with this Agreement, no Confidential Information shall be disclosed by the
Consultant to any person or used by the Consultant for any purpose without the prior written
consent of the Company




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-8- 
 8.2
    
    Without prejudice to the generality of Clause 8.1 the Consultant shall not without the prior
written consent of the Company publish alone or with any other person any articles,
advertisements, photographs, other illustrations or any other information relating in any way
to the Services and the Additional Services, the Works or the Project.
  (a)
    
    to the Consultants auditors or to the Consultants lawyers, banker or other
professional advisors;(b)
    
    required by law; or(c)
    
    necessary or desirable for the conduct of any arbitration under Clause 20 or
in any legal proceedings before a court of law.
 8.4
    
    The Consultant acknowledges and agrees that damages or an account of profits will not be an
adequate remedy for any breach of this Clause 8 and that to prevent a breach or a continued
breach of this clause the Company shall be entitled to an injunction.
 8.5
    
    The restrictions contained in this Clause shall continue to apply after the termination of
this Agreement without limitation in time.
 9.
    
    TERMINATION
 9.1
    
    The Company may at any time require the Consultant permanently to cease the performance of
all or any part of the Services or the Additional Services by giving notice in writing to that
effect to the Consultant specifying the Services or the Additional Services, the performance
of which is to be ceased and the time when such cessation is to take effect. A notice
requiring the Consultant to cease performance of all of the Services and the Additional
Services shall operate to terminate this Agreement with effect on the date on which the
cessation is specified to take effect.
 9.2
    
    The Company may at any time require the Consultant to suspend the performance of all or any
part of the Services or the Additional Services by the Consultant by giving notice in writing
to that effect to the Consultant specifying the Services or the Additional Services, the
performance of which is to be suspended and the time when such suspension is to take effect.
 9.3
    
    Subject to Clause 9.4, the Company may at any time require the resumption of the performance
of any or all Services or the Additional Services, the performance of which has been
suspended, by giving notice in writing to that effect to the Consultant specifying the
Services or the Additional Services, the performance of which is to be resumed and the time
when such resumption is to take effect and in such circumstances the Consultant shall be
entitled to be paid by the Company such sum as the Company considers to be equal to the
additional cost reasonably and necessarily incurred by the Consultant for the purpose of
resuming performance of the Services or the Additional Services.
 9.4
    
    If the Company does not within a period of 365 Working Days require the resumption of the
performance of any Services or the Additional Services, the performance of which




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-9- 
  9.5
    
    If the Company fails to pay any sum due to the Consultant within a period of 50 Working Days
after it has become due, then the Consultant shall be entitled by registered post to give the
Company 14 Working Days notice in writing specifying the breach and requiring the Company to
rectify the same within such period of notice and if upon the expiry of such notice, such
default still persists, the Consultant may within 7 days thereafter be entitled to give notice
in writing by registered post to the Company to forthwith terminate this Agreement.
 9.6
    
    If the Consultant fails to comply with any term of this Agreement, the Company shall be
entitled by registered post to give 14 Working Days notice to the Consultant specifying the
breach and requiring it to rectify the same within such period of notice and if upon the
expiry of such notice, such default still persists, the Consultant may
within 7 days thereafter be entitled to give notice in writing by registered post to the
Company to forthwith terminate this Agreement.
 10.
    
    EFFECT OF TERMINATION
 10.1
    
    If the Company requires the Consultant to cease performance of all of the Services and the
Additional Services or to suspend the performance of all of the Services and the Additional
Services and the Companys decision to require the cessation or suspension was not made
because of, inter alia, any breach by the Consultant of any of its obligations under this
Agreement or because the Company had reasonable grounds to suspect the Consultant might be or
become unable to perform the Services or the Additional Services or if the Consultant
terminates this Agreement pursuant to Clause 9.5, then the Consultant shall be entitled to
payment pursuant to Clause 5.1 of such sum as the Company considers to be fair and reasonable
having regard to the nature and extent of the Services and the Additional Services performed
between the time at which the last payment was made to the Consultant pursuant to Clause 5.1
and the time of the cessation or suspension.
 10.2
    
    If the Company requires the Consultant to cease performance of any part of the Services or
the Additional Services, then with effect from the date on which the cessation is specified to
take effect the Consultant shall be entitled to payment pursuant to Clause 5.1 only to such
extent as the Company considers to be fair and reasonable having regard to the nature and
extent of those parts of the Services and the Additional Services which are continuing.
 10.3
    
    If the Company requires the Consultant to suspend performance of any part of the Services or
the Additional Services, then with effect from the date on which the suspension is specified
to take effect until such date (if any) as the Company requires the Consultant to resume
performance of all of such Services and the Additional Services the Consultant shall be
entitled to payment pursuant to Clause 5.1 only to such extent as the Company considers to be
fair and reasonable having regard to the nature and extent of those parts of the Services and
the Additional Services which are continuing.
 10.4
    
    If the Company requires the Consultant to cease performing or to suspend performance of any
or all of the Services or the Additional Services or if this Agreement is terminated




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-10- 
  10.5
    
    If the Company requires the Consultant to cease performing or to suspend performance of any
or all of the Services or the Additional Services or if this Agreement is terminated pursuant
to Clause 9.5 or 9.6 then, unless the Company otherwise requires, the Consultant shall deliver
and make available to the Company or as the Company may direct all documents, information,
property and materials of the Company and all documents, information, property and materials
which are in the ownership, possession, custody or control of the Consultant or any
sub-contractor of the Consultant or any of their respective servants, agents or delegates and
which relate to the Services, the Additional Services, the Works and/or the Project and/or the
performance or execution of any or all of the same and shall give all such assistance and
advice as the Company may request to effect a smooth handover to the Company or any other
person authorized by it. The Consultant expressly waives any lien or other right it might have
to retain possession or ownership of any such information, property, materials, documents and
designs pending payment of any amounts due to it hereunder.
 10.6
    
    Without prejudice or any limitation to Clause 10.5, if this Agreement is terminated pursuant
to Clauses 9.5 or 9.6, the Copyright in all documents, data, calculations, software,
materials, knowhow and information in relation to the Services, Additional Services, the Works
and/or the performance or execution of any or all of them which have been or may in future be
prepared, used or required by or in the possession, custody or control of the Consultant shall
become the absolute property of and shall be assigned to the Company.
 10.7
    
    The termination of this Agreement shall be without prejudice to all rights and liabilities of
the parties accrued up to the time of termination.
 11.
    
    LIMITATIONS ON AUTHORITYIt is acknowledged and agreed that the Company may require certain express limits upon the
authority of the Consultant to be inserted in the Construction Contracts. The Consultant
will strictly observe any and all such limits and shall promptly seek the authority of the
Company for any instruction or any other act or omission which is not within such limits.
 12.
    
    INDEMNITY




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-11- 
  (a)
    
    Any breach by the Consultant, its servants, agents, delegates or
sub-contractors of this Agreement;(b)
    
    Any breach of any warranty given in this Agreement by the Consultant;(c)
    
    Any person employed by the Company pursuant to Clause 4.4.
 13.
    
    ASSIGNMENT AND SUBLETTING
 13.1
    
    Except as may be permitted under Clause 13.2, the Consultant may not :-
 (a)
    assign all or any part of the benefit of, or its rights or benefits under,
this Agreement;(b)
    sub-contract or delegate all or any part of the Services.
 13.2
    
    The Consultant shall obtain the prior written permission of the Company to :-
 (a)
    the sub-contracting or further sub-contracting of any part of the Services;(b)
    the replacement of any person to whom any part of the Services has been
sub-contracted or further contracted.
 13.3
    
    No sub-contracting or delegation by the Consultant nor permission therefor by the Company
shall relieve the Consultant from any functions, duties, obligations or liabilities under this
Agreement or law and the Consultant shall be liable and responsible for the acts, omissions,
defaults and neglects of any sub-contractor or delegate and of any sub-contractors or
delegates servants or agents as fully as if they were the acts, omissions, defaults or
neglects of the Consultant.
 13.4
    
    The Company may assign all or any part of the benefit of, or its rights and benefits under,
this Agreement.
 13.5
    
    The Company may delegate to any person all or any of its rights, powers, authorities and/or
discretions under this Agreement. Any such delegation may be made on such terms and conditions
as the Company may think fit (including power to sub-delegate) and shall be notified to the
Consultant in writing.
 14.
    
    ENGLISH LANGUAGEThis Agreement is drawn up in English which language shall be the ruling language in which
this Agreement shall be construed and interpreted. All correspondence, notices, other
written communication and documents given, entered into or prepared under or in connection
with this Agreement shall, unless the Company directs otherwise, be in English.




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-12- 
 15.
    
    INVALIDITYIf at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect that shall not affect the legality, validity or enforceability
of any other provision of this Agreement.16.
    
    WAIVERS16.1
    
    The exercise by the Company of any right, power or remedy provided by law or under this
Agreement shall not preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.16.2
    
    No failure on the part of the Company to exercise, nor any delay or failure of the Company in
exercising any right, power or remedy provided by law or under this Agreement shall impair or
operate as a waiver of such right, power or remedy.16.3
    
    The rights powers and remedies of the Company provided in this Agreement are cumulative and
not exclusive of any rights, powers and remedies provided by law.17.
    
    AMENDMENTS AND CONSENTS17.1
    
    Any provision of this Agreement may be amended or supplemented if the Company and the
Consultant so agree in writing signed by the Company and the Consultant or pursuant to a right
of the Company under this Agreement.17.2
    
    Any waiver by the Company of any provision of this Agreement or of any right, power or remedy
provided by law or under this Agreement shall not be effective unless in writing signed by the
Company and containing an express statement that it is a waiver pursuant to this Clause.17.3
    
    No obligation or liability of the Consultant under or arising from or in connection with this
Agreement shall be relieved, released or diminished by :-
 (a)
    
    any licence, consent, permission or approval given or withheld by or on
behalf of the Company or by any requirement imposed as a pre-condition to the giving
of any licence, consent, permission or approval or any condition subject to which any
licence, consent, permission or approval is given;(b)
    
    the receipt by the Company or any of its advisers of any documents, materials
or information;(c)
    
    the payment to the Consultant of any sum under this Agreement;(d)
    
    any checking certification, approval or other act or omission of any person
appointed pursuant to any of the Construction Contracts or otherwise as a design or
quantum checker, checking engineer or quantity surveyor or other
person whose duties involve any form of checking, certification and/or approval;




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-13- 
 (e)
    
    any independent enquiry into any relevant matter that may be made or carried
out by or for the Company;(f)
    
    the appointment by the Company of its own advisers or the enquiries made by
such advisers into any matter;(g)
    
    any requirement of, or any direction or instruction given by or on behalf of
the Company;(h)
    
    any document, information or material supplied to the Consultant by or on
behalf of the Company or any other person; and/or(i)
    
    any act, omission, neglect or default of any of the Contractor;(j)
    
    any Contractor or other person making any contribution to, relying on, using,
taking over, completing, giving any warranty or assurance in respect of or assuming or
having any obligation or liability in respect of any design, drawing, plan, detail,
specification, calculation, software, requirement, model, material, knowhow,
information, document, matter or thing whatsoever which the Consultant has prepared,
generated, created or in any way contributed to.
 17.4
    
    The Consultant acknowledges that the Company shall be under no obligation to check in any way
any document, information, advice, assistance, materials or matter prepared, supplied or
undertaken by the Consultant and may rely on any of the same without doing so.
 18.
    
    NOTICES
 18.1
    
    All notices given or made under this Agreement and any other communications which under this
Agreement are to be in writing shall be addressed as provided in Clause 18.2 and, if so
addressed, shall be deemed to have been duly given or made as follows -:
 (a)
    
    if sent by personal delivery, upon delivery at the address of the relevant
party;(b)
    
    if sent by post, upon delivery seven clear Working Days after the date of
posting; and(c)
    
    if sent by facsimile, when despatched.
 18.2
    
    The relevant addressee, address and facsimile number of the Company and the Consultant for
the purposes of this Agreement, subject to Clause 18.3 are:-
 Name of party
    
    Address
    
    Facsimile No.COMPANY :-Zastron Precision
    
    c/o Zastron Electronic
    
    Tel No. (86755) 27492297 Flex (Wuxi) Co
    
    (Shenzhen) Co Ltd.
    
    (852) 23410273Ltd
    
    Gu Su Industrial Estate,(CHINESE CHARACTERS)
    
    Xixiang, Baoan, Shenzhen
    
    Fax No. (86755) 27496132




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-14- Name of party
    
    Address
    
    Facsimile No.(CHINESE CHARACTERS)
    
    PRC, Postal Code 518126
    
    (852) 22631223(CHINESE CHARACTERS)Contact person(s):
    
    Ms. Patinda Lei / Mr. Joseph LiCONSULTANT :-Levett and Bailey
    
    Eastern Central Plaza,
    
    Tel No. (852) 2823 1823Quantity
    
    20th Floor,
    
    Fax No. (852) 2884 9913Surveyors Limited
    
    3 Yiu Hing Road,Shaukeiwan, Hong Kong.Contact person(s):
    
    Mr. Kenneth Kwan Kin / Mr. K.M. Chau
 18.3
    
    A party may notify the other party to this Agreement of a change to its name, relevant
addressee, address or facsimile number for the purposes of Clause 18.2 provided that such
notification shall only be effective on :-
 (a)
    
    the date specified in the notification as the date on which the change is to
take place; or(b)
    
    if no date is specified or the date specified is less than two clear Working
Days after the date on which notice is given, the date following two clear Working
Days after notice of any such change has been given.
 19.
    
    ENTIRE AGREEMENTThis Agreement constitutes the whole and only agreement between the parties relating to the
Services, the Works and/or the Project and/or the performance or execution of any or all of
the same and, except to the extent repeated in this Agreement and except for the
representations referred to in Clause 3.1(a), supersedes and extinguishes any prior
agreements, undertakings, representations, warranties, promises and arrangements of any
nature whatsoever, whether or not in writing, relating thereto.
 20.
    
    ARBITRATION20.1
    
    If any dispute or difference of any kind whatsoever shall arise between the Company and the
Consultant in connection with or arising out of this Agreement or the performance of the
Services and/or Additional Services whether during the performance of the Services and/or
Additional Services or after completion thereof and whether before or after the termination,
abandonment or breach of this Agreement, the Company and the Consultant shall endeavour in
good faith to resolve it by amicable negotiations and if it is resolved shall record the terms
on which it is resolved in a statement signed by both parties. Unless this Agreement shall
have been already terminated or abandoned the Consultant shall in every case continue to
perform the Services and/or Additional Services in accordance with this Agreement. If no such
statement is signed by both parties within a period of 90 days from the date on which such
negotiations commenced then either the Company or the Consultant may require that the matter
shall be referred to arbitration in accordance with and subject to the provisions of the
Arbitration Ordinance and any such reference shall be deemed to be a submission to arbitration




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-15- 
  21.
    
    GOVERNING LAWThis Agreement shall be governed and construed in accordance with the laws of the Hong Kong
Special Administrative Region of the Peoples Republic of China.
  Signed by Ms. Lei Lai Fong, Patinda
    
    )For and on behalf of Zastron Precision -Flex
    
    )(Wuxi) Company Limited (CHINESE CHARACTERS)
    
    )(CHINESE CHARACTERS) with the Company Seal
    
    )was hereto affixed and delivered in the presence
    
    )of :-
    
    )Signed by Mr. Kenneth Kwan Kin
    
    )For and on behalf of Levett and Bailey Quantity
    
    )Surveyors Limited with the Company Seal was hereto
    
    )affixed and delivered in the presence of :-
    
    )




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SCHEDULE 1 : SCOPE OF SERVICES
  PART A : PRE-CONTRACT SERVICES
 1.
    
    Generally1.1
    
    Attend and contribute to meetings on design, tendering procedures (if required) and contract
arrangements. Provide early cost advice to outline design options.2.
    
    Tendering for Architect and Project Manager2.1
    
    Suggesting name of potential candidates for Architect and Project Manager and issuing
invitation letter to potential candidates for Architect and Project Manager.2.2
    
    Preparing draft tender documents based on Companys requirements for the Companys comments,
incorporating the Companys comments and preparing formal tender documents.2.3
    
    Prepare tender reports on the financial and contractual aspects on the returned tenders.2.4
    
    Attend meetings for tender preparation, tender opening and tender assessments.3.
    
    Preliminary Estimate and Cost Plan3.1
    
    Prepare preliminary approximate estimates and to establish a cost budget based on the initial
conceptual design. Revise and refine as necessary.3.2
    
    Prepare estimated cash flow of the construction expenditure based on the preliminary
programme.3.3
    
    When the design has been developed and approved, prepare a cost plan, to be in cost elemental
form and based partly upon statistics applied to unit areas of accommodation and partly upon
approximate quantities measured from drawings. This will be a two or three stage exercise
with re-adjustment to suit the Companys budget requirements and the Architects design intent
and bring the cost plan to an acceptable budget.3.4
    
    A cash flow prediction will also be prepared based upon the accepted cost plan.3.5
    
    Preparing and updating the cash flow estimate and cost report from the detailed	estimate and project
programme showing the estimated amount of monthly	expenditure throughout the construction period.3.6
    
    During the planning stage, carry out cost studies and provide cost advice on various options
relating to finishes, materials and construction methods as may be required by the Architect.3.7
    
    Preparing more detail preliminary estimates based on the preliminary design drawings,
allocating costs to the functional parts of the building so that the Company can see
where the money will be spent and to modify planning accordingly to maintain the cost
budget.




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-2- 3.8
    
    Advising on arrangement of contract packages and tending / contracting strategies.3.9
    
    Attending co-ordination meetings and advising the Company for any possible essential major
extras. Attending meetings in Wuxi by personnel from Wuxi, Shanghai and/or Hong Kong as
necessary.3.10
    
    Updating the estimates as planning and progresses and providing all cost advice necessary to
the Company and to enable the Company to plan within the cost budget.4.
    
    Programming4.1
    
    Assisting the Architect in preparing the master development programme and provide input as
and when necessary.5.
    
    Tender Documents (if required)5.1
    
    Drafting and advising on the most suitable form and wording of the Conditions of Contract for
use in the Construction Contracts for consideration by all parties concerned and co-ordinate
as appropriate.5.2
    
    When detailed drawings have been developed and approved, prepare Bills of Quantities (if
required) for the Construction Contracts. Technical Specifications, which are to be prepared
by other project consultants, will be inserted into the tender documents (if required) of the
Construction Contracts as appropriate.5.3
    
    Preparing all such bills of quantities, schedules, drawings, estimates of costs, forms of
tender (if required), conditions of tender, contracts, conditions of contract and
incorporating the specifications, drawings, design requirements and other documents and do all
such other acts, matters and things as may be necessary or required by the Company to enable
the Company to invite tenders (if required) or quotations or otherwise place orders for the
Works and all parts thereof.6.
    
    Providing advice as to prevailing conditions for competitive tenders (if required) at the
time of going to tender (if required) or for quotations submitted by the Contractors.7.
    
    Assisting the Architect in compiling lists of tenderers (if required) for the Construction
Contracts.8.
    
    Pricing of Bills of Quantities8.1
    
    When required by the Company, price the completed Construction Contract Bills of Quantities
to form a pre-tender estimate, report this to the Company and if necessary to propose
modifications prior to the date set for receipt of tenders (if any).9.
    
    Tender (if any) or Quotation Analysis and Report9.1
    
    Scrutinize the tenders (if any) or quotations received and carry out a detailed check to
identify any errors in arithmetic and inconsistent pricing.




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-3- 
 9.2
    
    Particular attention will be paid to analyzing the pricing strategy of the tenderers (if any)
or the Contractors and advising the Company on action required. This will form the subject of
a report to be sent with the Consultants recommendations for any amendments which are
considered appropriate prior to the award of a Contract.10.
    
    Contract Clarification and Award10.1
    
    Review, assess and assist, advise and report to the Company in relation to all tenders (if
any) or quotations received and the negotiation and selection of tenders (if any) or
quotations for acceptance, clarifying both the terms and pricing of the tenders (if any) or
quotations and subsequently assist in drafting the letter of intent or letter of acceptance.10.2
    
    Assist in any post-tender (if any) clarification meetings and collate records of relevant
matters arising for incorporation as necessary into the contract documents.11.
    
    Contract Document11.1
    
    Subsequent to the award of each tender (if any) or the Construction Contracts to compile
formal contract documents by the Company and Contractors.11.2
    
    Providing cost and contract advice on the specifications provided by others.
 PART B : POST-CONTRACT SERVICES
 1.
    
    Cost Control1.1
    
    At regular intervals prepare a Financial Statement showing approved budget allowances against
estimated actual amounts.1.2
    
    Actual expenditure amounts will be further broken down into amounts committed and amounts
estimated or which are in the nature of contingencies.1.3
    
    All major changes in commitments will be highlighted in the Financial Statements.1.4
    
    Should major variations be proposed between the dates for the Financial Statements, these
will be valued in approximate terms and advised on for implementation.1.5
    
    A revised estimate of cash flow will be prepared for each Financial Statement.1.6
    
    Commenting on the insurance policies and performance bonds submitted by the Contractors.1.7
    
    Advising the design team on the appropriate cost effect of variations under consideration
when requested.1.8
    
    Assisting the Architect in contract administration on cost and contractual matters.2.
    
    Contract Administration




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##### 



-4- 
 2.1
    
    Provide general advice on contract administration as and when necessary. Examining,
commenting and reporting on insurance policies and performance bonds.3.
    
    Progress Payments3.1
    
    Value the works in progress, taking particulars and submit valuations to the Architect for
certifying payments on account to the Contractors. This shall be carried out at such
intervals as to comply with the interim payment provisions in the Construction Contracts.4.
    
    Measurement of Variations4.1
    
    Variations will be evaluated as soon as practicable during the progress of the Works and
agreed at that stage with the Contractors.4.2
    
    Advise the Company on the approximate cost effect of variations under consideration.4.3
    
    Measuring and preparing bills of variations to the Construction Contracts and pricing and
agreeing the amounts of extras and credits with the Contractors.4.4
    
    Preparing progressive budgetary statements throughout the contract period showing the
up-to-date financial commitment by adjusting the contract sums for variations to the
Construction Contracts, adjustment of prime cost and provisional sums etc.5.
    
    Contractors Claim5.1
    
    Assess, evaluate and report on the contractual and financial implications of claims made by
the Contractors.5.2
    
    Negotiate with the Contractors on claims and assist the Company to reach agreement with the
Contractors.6.
    
    Final Accounts6.1
    
    When the Works have been completed, prepare, present and agree final accounts, which is a
detailed statement of final cost of the Project with the Nominated Sub-Contractors, Nominated
Suppliers and the Contractors as appropriate.6.2
    
    If applicable, prepare such final accounts for submission to the relevant government
construction cost bureau (CHINESE CHARACTERS) for verification and validation. The Consultant
shall assist to liaise and negotiate with the requisite authorities to attempt to agree on the
same.6.3
    
    Within circumstances under control of the Consultant, the measurement and presentation to the
Contractors of the Final Account will be completed within the Defects Liability Period.6.4
    
    Without prejudice or any limitation to the foregoing to timeously prepare a final account for
the final construction cost of the Works for the purpose of allowing the Company to




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##### 



-5- 
 PART C : BUILDING SERVICES
  PART D : MEETINGS
  PART E
  PART F : WORKS OR SERVICES EXCLUDED
 1.
    
    The following are excluded from the scope of services :-
 a)
    
    Involvement in litigation, arbitration and major claims/contractual disputesb)
    
    Re-tendering of the projectc)
    
    Termination of any Construction Contracts before completiond)
    
    Services in connection with fire damage to the Workse)
    
    Services in connection with taxation matters
 2.
    
    An additional fee to be agreed with the Company will be charged for the services in
sub-paragraph 1 above if subsequently carried out.




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##### 



SCHEDULE 2
 SITE PLAN




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##### 








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-2- SCHEDULE 3 : STAFFING LEVELS
 Director
    
    Kenneth KWAN, K M CHAUAssociate Director
    
    Iris LEE
    Director
    
    HK$2,250 per hourAssociate Director
    
    HK$1,500 per hourSenior Quantity Surveyor
    
    HK$1,050 per hourQuantity Surveyor
    
    HK$700 per hourAssistant Quantity Surveyor
    
    HK$400 per hourQuantity Surveying Assistant
    
    HK$250 per hour
 Note :
 (1)
    
    The above rates include profit and overhead charges.(2)
    
    The above rates include clerical time which will not be charged for in addition.




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##### 



SCHEDULE 4 : PAYMENT SCHEDULE
 1.
    
    The Consultancy Fee of the Consultant for the performance of the Services described shall be
HK$150,000.00 (for services described in Section 2, Part A of Schedule 1) and 1.3% of the
total construction cost (the estimate of which is presently unknown) for services described in
Sections 1, 3 to 11 of Part A and Parts B to E of Schedule 1). The interim payments to the
Consultant below include all mechanical and electrical installations but exclude the costs of
production equipment.The above Consultancy Fee is payable in the manner as stated below.2.
    
    The payment of the Consultancy Fee shall be as follows :-
 Percentage of FeesFor services described in Section 2, Part A of Schedule 1
Upon completion of Architect /Project
Manager tender documents
    
    60%Upon award of Architect /Project
Manager Contract
    
    40%100%
 Percentage of FeesFor services described in Sections 1, 3 to 11 of Part A
and Parts B to E of Schedule 1Upon completion of First Cost Estimate
    
    5% of the final total construction costUpon completion of Main ContractTender Documents (if required) or the
Main Contract documentation
    
    55%Amount paid in equal monthly installments over the
Main Contract Construction period
    
    30%Upon completion of the Final Account
    
    10%100%
 3.
    
    The sum payable to the Consultant shall, until the total construction cost is known, be paid
by the Company to the Consultant in instalments and shall be calculated by reference to the
estimate of total construction cost. Instalments paid by the Company to the Consultant in
accordance with the above schedule shall constitute no more than payments on account. A
statement of the total sum due to the Consultant shall be prepared when the total construction
cost is fully known. Such statement, after giving credit to the Client for all instalments
previously paid, shall state the balance (if any) due from the Company to the Consultant or
from the Consultant to the Company, as the case may be, which balance shall be paid to or by
the Consultant as the case may require.4.
    
    The Consultancy Fee shall be paid in Hong Kong in Hong Kong Dollars (HK$) free of any PRC
taxes. For the avoidance of doubt, the Consultant shall be responsible for any PRC taxes
payable in respect of the Consultancy Fee.




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##### 



5.
    
    The Company shall reimburse the Consultant the following:-
 (a)
    
    Lithography, printing, photocopying, binding and translation of documents and
overseas telephone calls will be charged for in addition, at net cost; and(b)
    
    Reasonable overseas travelling and subsistence expenses incurred wholly and
necessary in respect of the project at net cost.(c)
    
    Endorsement fee of tender and contract documents, final accounts etc by local
consultants, if required.




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##### 



Private & Confidential
 Dated the 6th day of February 2007
 ZASTRON PRECISION -FLEX (WUXI) CO LTD
 and
 LEVETT AND BAILEY QUANTITY SURVEYORS LIMITED
 AGREEMENT FOR QUANTITY SURVEYING SERVICES