Shengtai Power International, Inc. - Exhibit 10.14 - Prepared By TNT
Filings Inc.




  




Exhibit 10.14 


(English Translation) 


Technological Consultant Retaining Agreement 


Where as: 

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

University of Electronic Science and Technology of China
(Hereinafter "the University") 

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

	
  Position: the
  Company hires the University 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 University 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, the Company will pay the University
  technology support fee 300,000 RMB, and the University 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 University 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 University serves as technological
  consultant for the Company, any invent, product, software, technological
  secret and other business secret, and intellectual property the University
  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 University 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 University 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 University 

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


(1)     In the
retaining term, the University 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
University 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
University 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 University 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 University 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 University 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: _______________ 

University of Electronic Science and Technology of China 

By: _________________________________ 

Date: ______________