Appendix
2

        
          
            

          

        

         

        Exclusive
License Agreement

      

    

    


    This
Exclusive License Agreement (this “Agreement”) is made by and
among:

    


     

    
      	
              (1)

            	
              Jumbo
      Power Technology Ltd., whose registered office is at Units 803-5, 8/F, Nan
      Fung Tower, 173 Des Voeux Road, Central HK (“JPT”);

            


    

     

    
      	
              (2)

            	
              Liao
      Pheng-Piao (廖丰标), holder
      of Taiwan
      Passport
      No.
      [         ] (the
      “Holder”)

            


    

     

    
      	
              (3)

            	
              Liu
      Chih-Chun (刘志春), holder
      of Taiwan Passport No.
      [        ]
      (the “Holder”)

            


    

     

    (JPT,
Liao Pheng- Piao and Liu Chih Chun shall be jointly referred to as the “Licensor”)

     

    
      	
              (4)

            	
              Trussnet
      Capital Partners (HK) Ltd., whose registered office is at Flat/RM M202,
      Haleson Building, 1 Jubilee Street, Central HK (the “Licensee")

            


    

    


    The
aforesaid parties shall be referred to individually as a "Party", and
collectively as the "Parties".

    


    WHEREAS

    


    
      	
              1)

            	
              The
      Holders jointly own the patent or are the applicant for the registration
      of the patent as described and documented in Annex 1 hereto, and hold the
      know-how in relation to the production of LED products (the patents and
      know-how are hereinafter referred to as “Intellectual
      Property”);

            


    

    


    
      	
              2)

            	
              JPT
      has been granted exclusive right for the use of the Intellectual Property
      by the Holders;

            


    

    


    
      	
              3)

            	
              The
      Parties entered into a Share Subscription and Shareholders Agreement on
      December [   ],
      2008, according to which JPT shall sub-license the Intellectual Property
      to the Licensee as contribution in kind in consideration for the issuance
      of shares of the Licensee; and

            


    

    


    
      	
              4)

            	
              This
      Agreement is made pursuant to the Share Subscription and Shareholders
      Agreement to set forth the terms and conditions for the license of
      Intellectual Property by the Licensor to the
  Licensee.

            


    

    


    IT
IS AGREED AS FOLLOWS

    


    Article
1               Intellectual
Property License

    


    
      	
              1.1

            	
              The
      Licensor hereby grants to the Licensee, including the Licensee’s
      subsidiaries and affiliated companies, the right to use the Intellectual
      Property pursuant to the terms and conditions set forth in this
      Agreement.

            


    

    


    
      	
              1.2

            	
              The
      right thus granted by the Licensor to the Licensee is exclusive and
      non-transferable.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
       

      
        Appendix
2

        
          
            

          

           

        

      

    

    
      	
              1.3

            	
              Without
      the Licensor’s prior consent, the Licensee shall not transfer or
      sub-license the Intellectual Property to a third party other than the
      Licensee’s subsidiaries and affiliated
  companies.

            


    

     

    Article
2               Use
of Intellectual Property

    


    
      	
              2.1

            	
              The
      Licensee shall conform to the applicable laws and regulations, and
      appropriately use the Intellectual Property in accordance with the
      guidelines provided by the
Licensor.

            


    

    


    
      	
              2.2

            	
              The
      Licensee may, during the term of this Agreement, develop intellectual
      property (“Foreground
      Intellectual Property”) which are created based on and by using the
      Intellectual Property and exploit in any possible ways (including but not
      limited to modify, reproduce, adapt, translate, and
      variation).

            


    

    


    
      	
              2.3

            	
              The
      Parties agree that the Foreground Intellectual Property shall be the sole
      property of the Licensee and the Licensor shall not apply for the
      registration of Foreground Intellectual
  Property.

            


    

    


    
      	
              2.4

            	
              The
      Licensor shall communicate to the Licensee the know-how and other
      techniques contained in the Intellectual Property by training and other
      possible method.

            


    

    


    Article
3               Consideration

    


    
      	
              3.1

            	
              In
      consideration for the license granted by the Licensor described in Article
      1, the Licensee shall issue 3,181,818,181 ordinary shares at US$0.001 par
      value in accordance with the Share Subscription and Shareholders
      Agreement.

            


    

    


    
      	
              3.2

            	
              The
      license shall be free of royalty.

            


    

    


    Article
4               Warranties
and Undertakings

    


    
      	
              4.1

            	
              The
      Licensor warrants to the Licensee that the Licensor is the legal
      proprietor of the Intellectual Property and that it has the right to
      authorize the Licensee to use the Intellectual Property. The Licensor
      further warrants that the Intellectual Property does not violate the
      intellectual property right of any third
party.

            


    

    


    
      	
              4.2

            	
              The
      Licensor shall provide to the Licensee all necessary aids in order to
      assist the Licensee to use smoothly the Intellectual
    Property.

            


    

    


    
      	
              4.3

            	
              The
      Licensor has not and will not authorize any third party to use the
      Intellectual Property

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      
        Appendix
2

        
          
            

          

        

      

       

    

    
      	
              4.4

            	
              The
      Licensor warrants and undertakes that the Intellectual Property is free of
      any encumbrance, and it will not create any encumbrance on the rights over
      the Intellectual Property during the term of this
    Agreement.

            


    

    


    
      	
              4.5

            	
              The
      Licensor shall carry out and obtain, on time and at its costs, the
      extension of the registration of the Intellectual Property during the term
      of this Agreement.

            


    

    


    
      	
              4.6

            	
              The
      Licensee hereby agrees to provide the Licensor with any reasonable
      assistance to protect the Intellectual Property and to not to do any
      action which might infringe the Licensor’s rights to the Intellectual
      Property.

            


    

     

    Article
5               Confidentiality

    


    
      	
              5.1

            	
              The
      Licensee undertakes and agrees to keep confidential all such documents and
      not to communicate or authorize to communicate the same to any other
      person without prior express written consent by the Licensor (except for
      the communication of the same to its own employees); whereas the documents
      which can be communicated to its employees shall be limited to the extent
      that such employees can appropriately fulfil the tasks appointed to
      them.

            


    

    


    
      	
              5.2

            	
              This
      confidentiality obligation shall remain valid during the validity term of
      this Agreement and after the termination of this Agreement for any reason
      whatsoever.

            


    

    


    Article
6               Infringement
and Compensation

    


    
      	
              6.1

            	
              The
      Licensee shall forthwith notify the Licensor of any infringement or
      attempted infringement of the Intellectual Property’ rights. The Licensor
      shall be entitled to, at its own discretion and at its cost, bring a
      lawsuit or by other means with a view to restraining or preventing the act
      of infringement in the name of both the Licensor and the Licensee or in
      the name of either Party of the
two.

            


    

    


    
      	
              6.2

            	
              In
      case the Licensor fails to perform its warranty and undertaking as
      described in Article 4.1 herein and the performance of this Agreement
      infringes directly or indirectly the right of any third party, the
      Licensor shall assume all legal consequences and shall compensate the
      Licensee for any loss resulting
therein.

            


    

    


    Article
7               Effectiveness
and Termination

    


    
      	
              7.1

            	
              This
      Agreement shall become effective upon the execution of this Agreement by
      the Parties until the lapse of three years after the termination of the
      Share Subscription and Shareholders Agreement or the early termination of
      this Agreement pursuant to article 9.2
  hereinbelow.

            


    

    


    
      	
              7.2

            	
              In
      any of the following cases, the concerned Party shall have the right to
      terminate this Agreement:

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      
        Appendix
2

        
          
            

          

           

        

      

    

    If by the
Licensor:

    


    
      	
               
      

            	
              (a)

            	
              The
      Licensee violates its obligations under article 3.1 of this Agreement and
      it has not remedied such default within sixty (60) days after the written
      notice issued by the Licensor to the Licensee;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Licensee goes into bankruptcy, or is the subject of liquidation or
      dissolution proceeding, or ceases its business or is in insolvency face to
      its due debts.

            


    

    


    If by the
Licensee:

    


    
      	
               
      

            	
              (a)

            	
              The
      Licensee violates its obligations under article 1.2 of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Breach
      of the warranties and undertakings as described in Article 4 hereto by the
      Licensor.

            


    

    


    
      	
              7.3

            	
              The
      terminating Party may serve the other Party a thirty (30) days’ prior
      written notice explaining the reason of the termination. Such termination
      shall be effective upon the expiry of the term of said thirty (30)
      days.

            


    

    


    
      	
              7.4

            	
              After
      the termination of this Agreement, the right of use of the Intellectual
      Property by the Licensee shall immediately be terminated and the Licensee
      shall cease any and all use of the Intellectual
  Property.

            


    

    


    
      	
              7.5

            	
              Termination
      of this Agreement shall not release any party from any liability which at
      the time of termination had already accrued to that party, nor from any
      liability arising or maturing after such termination as a result of any
      breach, act or omission committed prior to such
    termination.

            


    

    


    Article
8               Taxes

    
The
Parties shall assume their respective tax liabilities in accordance with
relevant applicable laws.

    


    Article
9               Settlement
of Dispute

    


    The
parties agree that the competent court of Hong Kong shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection with
this Agreement.

    


    Article
10             Governing
Law

    


    The
establishment, effect, interpretation as well as performance of this Agreement
are subject to laws of Hong Kong.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        Appendix
2

        
          
            

          

        

      

    

     

    Article
11             Miscellaneous

    


    
      	
              11.1

            	
              The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity of any other provision of this
      Agreement.

            


    

    


    
      	
              11.2

            	
              This
      Agreement is written in both English and Chinese and the English version
      shall prevail in case of inconsistency. This Agreement is signed in four
      (4) original copies of each
language.

            


    

    


    
      	
              11.3

            	
              No
      change in, modification of the terms and conditions contained herein shall
      be valid as between the parties unless set forth in a writing and signed
      by the empowered representatives of both
  parties.

            


    

    


    
      	
              11.4

            	
              Failure
      or delay of any of the Parties to exercise any right, power or privilege
      under this Agreement shall not be considered as a waiver thereof; nor
      shall any single or partial exercise of such a right preclude any other
      future exercise thereof.

            


    

    


    
      	
              11.5

            	
              Any
      notice sent by either Party to the other shall be made by express courier
      service, delivered letter, facsimile or email (followed by a confirmation
      by express courier service delivered letter) to the addresses as informed
      and updated by the Parties from time to
time.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
       

      
        Appendix
2

        
          
            

          

        

      

       

    

    IN WITNESS WHEREOF, the
Parties hereto have caused their respective duly authorized representatives to
execute this Agreement on December [    ],
2008.

    


    
      
        
          
            	 
      	
                    Signed
      by:

                  
	 
      	 
      
	 
      	 	 
      
	 
      	
                    Colin
      Tay

                  
	 
      	
                    Director

                  
	 
      	
                    on
      behalf of Trussnet Capital Partners (HK)
Ltd.

                  


          

        

      

    

     

    
      
        
          
            	 
      	
                    Signed
      by:

                  
	 
      	 
      
	 
      	 
      	 
	 
      	
                    Liao
      Feng Biao

                    Director

                  
	 
      	
                    on
      behalf of Jumbo Power Technologies Hong Kong
  Ltd.

                  


          

        

      

    

     

    
      
        
          
            	 
      	
                    Signed
      by:

                  
	 
      	 
      
	 
      	 	 
      
	 
      	
                    Liao
      Pheng-Piao (廖丰标)

                  


          

        

      

    

    


    
      
        
          
            	 
      	
                    Signed
      by:

                  
	 
      	 
      
	 
      	 	 
      
	 
      	
                    Liu
      Chih-Chun(刘志春)

                  


          

        

      

    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

      
         

        
          
            Appendix
2

            
              
                

              

            

          

        

         

      

    

    
      Annex
1

    

    


    List of the Registered
Patents and Patent Application

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Patent Name

                                    	 
      	
                                      Region

                                    	 
      	
                                      Patent Number

                                    	 
      	
                                      Patent Duration

                                    	 
      	
                                      Owner/

                                      Applicant

                                    	 
      
	
                                      Mixed
      Etching Process used in Hetero-structure Bipolar Transistor
      (HBT)

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      00514677

                                    	 
      	
                                      2002/12/21
      - 2021/06/28

                                    	 
      	 
      	 
      
	
                                      Lateral
      MSM Photodetector and its fabrication

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      00517264

                                    	 
      	
                                      2003/01/11
      - 2021/05/23

                                    	 
      	 
      	 
      
	
                                      Traffic
      lights with matrix display

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      M249151

                                    	 
      	
                                      2004/11/01
      - 2013/11/06

                                    	 
      	 
      	 
      
	
                                      Emission
      windows of GaAs-based LEDs

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      M269573

                                    	 
      	
                                      2005/07/01
      - 2013/10/02

                                    	 
      	 
      	 
      
	
                                      Rear
      image system for auto-bikes

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      M274300

                                    	 
      	
                                      2005/09/01
      - 2015/03/10

                                    	 
      	 
      	 
      
	
                                      Accumulated
      Solar cell structure

                                    	 
      	
                                      Mainland
      China

                                    	 
      	
                                      ZL200420065961.2

                                    	 
      	
                                      2005/09/6
      – 2014/07/15

                                    	 
      	 
      	 
      
	
                                      GaAs-based
      LED with distributed electrodes and transparent transportation
      layer

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      I240432

                                    	 
      	
                                      2005/09/21
      - 2024/05/18

                                    	 
      	 
      	 
      
	
                                      High
      efficient three wavelength Backside modules

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      097100084

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      High
      efficient three wavelength Backside modules

                                    	 
      	
                                      Mainland
      China

                                    	 
      	
                                      200810003888.9

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      High
      efficient three wavelength Backside modules

                                    	 
      	
                                      South
      Korea

                                    	 
      	
                                      10-2008-0050292

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      Measurement
      system for junction temperature of high power LEDs

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      097108513

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      High
      efficient Light-Emitting Diode white Light modules

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      097130821

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      High
      efficient Light-Emitting Diode white Light modules

                                    	 
      	
                                      Mainland
      China

                                    	 
      	
                                      200810147165.6

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      
	
                                      High
      efficient Light-Emitting Diode white Light Devices and its
      Fabrication

                                    	 
      	
                                      Taiwan

                                    	 
      	
                                      097136455

                                    	 
      	
                                      Filing

                                    	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

      
         

        
          
            Appendix
2

            
              
                

              

            

          

        

         

      

    

    Annex 2

    


    Certificates of the
Registered Patents and Patent Application

    


    
      
        
        

      

      
        8