Shengtai Power International, Inc. - Exhibit 10.15 - Prepared By TNT
Filings Inc.




  




Exhibit 10.15 


(English Translation) 


Technological Consultant Retaining Agreement 


Where as: 

Shenzhen ShengTai Industrial Co., LTD (Hereinafter "the
Company") 

And 

The 43rd research institute of China Electronic Technology
(Hereinafter "the Institute") 

According to the related terms of The Contract Law of The
People’s Republic of China, the Company and the Institute herein agree and sign
as follow: 

	
  Position: the
  Company hires the Institute to serve as technological consultant to provide
  R&D, and consulting service on technology renovation and improvement. 

 

	
  Term: the
  cooperation will be valid for 5 years, starts from January 1st 2005 and ends
  on December 31st 2009, the two parties will renew the contract every year at
  the ending date of the previous contract. 

 

	
  Compensation: the
  compensation to the Institute can be divided into two parts, (a) an annual fee
  of 480,000RMB and the payment term will be discussed and decided according to
  the situation by the two parties; (b) On condition that the technology
  innovation and product improvement of LCD TV power supply, LCD TV 2 in 1 power
  supply and LCD TV 3 in 1 power supply can reduce the Company’s cost and make
  it more competitive in the market, and after 12-month sales period, the
  Company will discuss with the Institute and decide the actual amount of
  support fee, and the Institute will not be entitled for any dividend or reward
  from the profit derived from the introduce of the technology. 

 

	
  Technology result
  and the ownership: the Institute will primarily provide the Company with new
  technology and new information of the power supply industry, and improve the
  rapid development and the industrialization process of the Company’s power
  supply technology. During the period the Institute serves as technological
  consultant for the Company, any invent, product, software, technological
  secret and other business secret, and intellectual property the Institute
  produced in fulfilling the duty will belong to the Company. The Company can
  fully and freely use the invent, product, software, technological secret and
  other business secret in its business scope to apply for protection, run
  business to sell to the third party. The Institute should provide all required
  information and take all necessary activity and help the Company acquire and
  use related intellectual property. If both parties decide to finish the
  cooperation, the Institute has no right to use or sell the technology. 

 

	
  Technological
  requirement, developing schedule and acceptance. 





	
  Non-disclosure liability 



a)     The non-disclosure obligation of
the Institute 

Besides the need to fulfill the
contract, the Institute meanwhile bears following non-disclosure obligation: 

(1)     In the retaining term, the
Institute will have to follow all written and unwritten non-disclosure
regulations, systems of the Company and fulfill its non-disclosure
responsibility of its position. 

(2)     Do not collect any business
secret not related to its work of its business. 

(3)     Do not disclose, tell, public,
issue, initiate, transfer to or in any way let the third party (including people
from the Company that should not access the secret according to the
non-disclosure regulation) know the technological secret or other business
secret of the Company or of other but the Company has the responsibility to keep
the secret. 

(4)     the Institute guarantees that,
within tetaining term, it will not hold any position such as shareholder,
partner, director, supervisor, manager, employee, agent, and consultant etc. in
any other enterprises and entities, which may compete with the Company in
providing similar products and services; furthermore, the Institute will not
provide same kind of products and services by itself, unless it’s granted
permission from the Company. 

b)     Confidentiation provision 

Unless having another agreement, no
matter if the Institute still serves the Company and for any reason to terminate
the consultancy agreement, it must keep all the secrets related to the
technology or business information of the Company. 

	
  The Institute will
  bear their expenses within consultancy term, such as communication expenses,
  and material expenses etc. the Company will reimburse expenses of business
  trip and sign other agreements with the Institute if other significant
  projects are proposed to launch. 

 

	
  Liability for
  breach of agreement 



Each party of agreement takes
compensation liability according to the actual losses to counterpart, once it
breaches the agreement. 

	
  Dispute resolution. 



The agreement takes effect after
signing by both parties. Each party agrees to settle dispute by negotiation when
performing agreement. If it fails, application of arbitration will rise to
Shenzhen Arbitration Committee. 


	The agreement is in duplicate for each party which has same
  force of law. 


Shenzhen ShengTai Industrial Co., LTD 

By: ____________________________________ 

[Company Representative Signature] 

Title: ___________________________________ 

Date: _______________ 

The 43rd research institute of China Electronic Technology 

By: _________________________________ 

Date: ______________