Guangzhou Junlian Correspondence Technology Co., Ltd.  and  Guangzhou Junlian Correspondence Science & Technology Co.,  Ltd     STRATEGIC COOPERATION AGREEMENT         Strategic Cooperation Agreement  This AGREEMENT is made on November 11, 2007 in Guangzhou, China by and among:  1.Guangzhou Junlian Correspondence Technology Co., Ltd. (hereinafter referred to as Junlian) is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the Peoples Republic of China, having its registered address at CITIC PLAZA, Room 1602B-1603, 233 TianHeBei Road Guangzhou , China  2.Guangzhou Junlian Correspondence Science & Technology Co., Ltd (hereinafter referred to as Junlian S&T) is a limited liability company incorporated and validly existing under the laws of the Peoples Republic of China, having its registered address at Room 302, NO.160 Pingan Tower, Tiyu East Road, Guangzhou,, China.  And individually or collectively hereinafter referred to as the Party(ies)  WHEREAS:  1.Junlian is a wholly foreign-owned enterprise particularly engaged in the field of software product development and manufacture; the research and development of computer hardware and wireless burglarproof visual electronic product, computer network system integration and weak current technology service. Junlian has advanced core technology and mature management mode of development and manufacture relating to the software and wireless burglarproof visual electronic product.  2.Junlian S&T is particularly engaged in the field of research and development of wireless burglarproof visual electronic product. For the purpose of sustainable development, the Junlian S&T signed definitive cooperate agreement with Junlian in relevant fields, and Junlian will provide relevant services to the Junlian S&T.  NOW, THEREFORE, the Parties agree to implement this business cooperation subject to the terms and conditions as follows:  Article 1DEFINITIONS AND INTERPRETATION  For the purpose of this Agreement, except where otherwise requires, the following terms shall havethe meaning defined hereafter:  1.1Service: Junlian provides the consultation, technology, training and all other service necessary for the Junlian S&T to operate the services, See Appendix 1 hereof.    1   1.2Intellectual property rights: all the intellectual property right which including but not limited to all the patent, trademark, service sign and all the relevant goodwill, registered design, design patent, confidential data, domain name, utility model, copy right, invention, brand name, firm name and any similar right and any benefit arise from the above right (registered or not, its application and the right to apply) in any country for now or in the future.  1.3Day, Month and Year: means the calendar day, month and year.  1.4Business day: any day which is not a Saturday, a Sunday or a public holiday in China.  1.5PRC: the Peoples Republic of China, unless otherwise indicates, excluding, the Special Administrative Region of Hong Kong, the Special Administrative Region of Macau and Taiwan Region.  1.6Articles and headings are inserted for the purposes of convenience only and shall not affect the interpretation of this Agreement.  Article 2COOPERATION  2.1The Parties agree that Junlian shall provide the service to Junlian S&T in accordance with the terms and conditions of this Agreement and Junlian S&T shall pay the service fee to Junlian in accordance with the terms and conditions of this Agreement as the consideration.  2.2The content of Appendix 1 hereof may be adjusted upon the consultation of the Parties.  2.3Junlian S&T shall not accept the same or similar services provided by any third party unless the written consent of Junlian has been obtained in advance.  2.4Service fee consists of two parts (hereinafter collectively referred to as Service Fee): the fixed fee and project commission. The fixed fee is RMB 180,000 per month, and the commission should be additionally decided by the Parties.  2.5Junlian S&T guarantees that the Service Fee being paid to Junlian shall not be less than RMB 3,000,000 per year (hereinafter referred to as the Lowest Payment) in the period of this Agreement. In accordance with the principle of fair, the Parties agree that JunlianS&T should pay the Lowest Payment as the Service Fee to Junlian in the event that the amount of the Service Fee shall be paid to Junlian by JunlianS&T is less than the Lowest Payment under this Agreement.  2.6The service period of this Agreement is commencing from August 1, 2007 to June 30, 2009. This Agreement shall be extended until June 30, 2010 at the request of Junlian made in writing to Junlian S&T.  2     Article 3PAYMENT  3.1The Service Fee shall be paid by Junlian S&T as the following:  3.1.1The fixed fee should be paid to Junlian before the 25th of every month.  3.1.2The project commission should be paid within 15 Business days as of the closing day of the relevant project but shall not be late than 30 Business days as of the end of the construction period provided in the relevant project contract.  3.2In the period of this Agreement, the Parties may adjust the project commission in accordance with the specific circumstances.  Article 4FINANCIAL SUPERVISION  4.1In addition to the right provided in this Agreement, Junlian also has the right to review and copy the Article of Association, the minute of Shareholder Meeting, the resolution of the Board of Directors and Supervisors, financial report and relevant project contracts of Junlian S&T.4.2Junlian S&T shall provide the accurate, true and complete accounting record, book, financial report and other accounting data to the relevant accountant firm retained by it without any rejection, concealment and false report.  4.3Junlian may request to review the accounting book if it believes that there exists any inaccurate, untrue and incomplete problem in the financial report of Junlian S&T. Junlian S&T shall arrange such review within 10 business days as of such written request by Junlian. If necessary, Junlian may employ the accountant firm to assist and the employment fee shall be borne by Junlian S&T.  4.4Junlian may employ the qualified accountant firm to audit Junlian S&T if it has legal reason to believe that there exists any problem in its financial statement, and the audited financial report shall be the basis for the implementation of this Agreement.  4.5Junlian S&T should provide necessary conditions and convenience to assist Junlian in exercise the supervision right hereof and such exercise of right shall not affect the daily business of Junlian S&T.  Article 5REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF JUNLIAN S&T.  5.1Junlian S&T hereby represents, warranties and undertakes to Junlian that on and as of the execution date and the completion date hereof:  3     5.1.1it is a corporation duly registered and existing under the laws of PRC;  5.1.2it has adequate power and authorities to execute and perform this Agreement.  5.2Once being executed, this Agreement shall have binding force on Junlian S&T and is entitled to application for compulsory enforcement.  5.3Junlian S&T has any and all of the permission, license, authorization, approval and facilities for its operation, and shall guarantee that all such permission, license, authorization and approval being keep effective within the period of this Agreement.  5.4Junlian S&T is and always be in compliance with the laws and regulations of PRC and is not aware of any violation of them or any circumstance that may prevent it from fulfilling the obligation hereof.  5.5Neither the assignment of nor the fulfillment of the obligation of Junlian S&T in this Agreement will violate (i) any provision of the business license and Article of Association of Junlian S&T, (ii) any applicable law, rules, regulations, authorization or permission of relevant government department, or (iii) any provision provided in the contracts that Junlian S&T is the relevant party.  5.6There are no any pending or possible lawsuit, arbitration and other government investigation against Junlian S&T relating to its business license, permission or the objective of this Agreement, or may in any way affect the capability of the Parties to execute or perform this Agreement or the business operation capability in the period of this Agreement of Junlian S&T.  Article 6REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF JUNLIAN  6.1Junlian hereby represents, warranties and undertakes to Junlian S&T that on and as of the execution date and the completion date hereof:  6.1.1it is a corporation duly registered and existing under the laws of PRC;  6.1.2it has adequate power and authorities to execute and perform this Agreement.  6.2The advanced and mature technology, reliable product and operation experiences it has in computer hardware, wireless burglarproof visual electronic product, computer network system integration and weak current technology service in which it intends to cooperate with Junlian S&T is suitable for the circumstances in China.  4     Article 7INTELLECTUAL PROPERTY  Junlian is entitled to use the name, trademark, identification, domain name and other form of the name of Junlian S&T in its advertisement, promotion material, news release or any other related materials.  Article 8TAXES  Unless otherwise agreed by the Parties, any taxes and fees relating to this Agreement shall be borne by the Parties separately.  Article 9ASSIGNMENTS AND TRANSFERS  Neither Party may without the prior written consent of the other Party in whatsoever manner assign, transfer, charge all or any part of this Agreement or any its rights, benefits and obligations hereunder to any third party, nor may perform this Agreement in any manner other than provided herein. Notwithstanding the foregoing, Junlian may, subject to the requirements of self-expansion mode, assign or transfer all or part of its rights, benefits and obligations hereunder to its parent company, subsidiary or any other affiliate.  Article 10 CONFIDENTIALITY  10.1Upon the execution of this Agreement and unless the prior written consent of the other Party has been obtain, the Parties shall be obliged by the following confidentiality obligations; the issues that whether this Agreement has been completed, terminated, canceled, rescind, invalidated or performed shall have no effect to such obligations:  10.1.1the Parties shall not disclose to any third party this Agreement and any transaction documents hereunder (hereinafter referred to as the Confidential Documents);  10.1.2the Parties shall not use the Confidential Documents and contents thereof except for the purpose of this Agreement.  10.2The provisions of Article 10.1 shall not apply so as to prevent the Parties from disclosing the Confidential Documents for the following reason:   10.2.1disclose to the directors, supervisors, senior managers of and financial advisors, accountants, attorneys employed by the Parties;  10.2.2required by the compulsory provisions of applicable laws or regulations;  10.2.3required by the compulsory requirement of the government in charge.  5     Article 11LIABILITY FOR BREACH OF CONTRACTS  11.1Subject to the provisions hereof, if this Agreement is not performed or not performed completely or in a timely manner, the defaulting party shall compensate the non-defaulting party for any losses caused by such breach, including the foreseeable profits. In case that both of the Parties violate this Agreement, they shall bear the liabilities respectively.  11.2Unless otherwise provided hereof, any of the Parties shall, in accordance with the requirement in the notice given by the non-defaulting Party, if it has not performed any of its liabilities hereunder, take remedial measures for offsetting or eliminate such breach and the negative effects thereof within 10 to 30 days upon the acceptance of such notice. In case that the defaulting Party fails to do the same, the non-defaulting Party may terminate this Agreement.  11.3This article shall remain in effect in cast that this Agreement is terminated, cancelled, rescinded, or invalidated.  Article 12NOTICES  Notices required or permitted under this Agreement shall be effective if given in writing, in Chinese and English, sent by personal delivery, registered air mail, registered letter or by facsimile to the address set out as follows. Notices shall be deemed to have been received: if delivered personally, at the time of received and signed by the attention; in the case of registered air mail, 5 days from the date of posting; in the case of registered letter, 2 days from the date of posting; in the case of the facsimile, at the time of transmission successfully  Guangzhou Junlian Correspondence Technology Co., Ltd.  Address:CITIC PLAZA, Room 1602B-1603,233 TianHeBei Road Guangzhou , China;Post code:510613  Fax number:+86 20-87520852  Guangzhou Junlian Correspondence Science & Technology Co., Ltd  Address:Room 302, NO.160 Pingan Tower, Tiyu East Road, Tianhe District, Guangzhou Province, China.Post code:510020  Fax number:+86 20-61021165  Article 13ENTIRE AGREEMENT  This Agreement (including its Appendix) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior oral or  6  written discussions, negotiations and agreements between them. Amendments modifying or extending this Agreement shall be binding upon both Parties only if in writing and signed by a duly authorized officer or representative of each Party.  Article 14GOVERNING LAW AND DISPUTE RESOLUTION  14.1The conclusion, effectiveness, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws of PRC. In case that the promulgated PRC laws fail to provide regulations concerning certain issue, the general international business practices shall apply.  14.2The Parties shall make every effort to settle amicably any dispute or claim arising in connection with this Agreement. Should the Parties fail to resolve any such dispute amicably, any and all such disputes shall be submitted to China International Economic and Trade Arbitration Commission in Guangzhou (CIETAC) and finally settled in accordance with the Rules of Arbitration of CIETAC.  14.3Any arbitration decision rendered shall be final and binding upon the Parties.  14.4When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement.  Article 15FORCE MAJEURE  15.1Force majeure means any unforeseeable events beyond the Parties control which prevent the execution of any obligations under this Agreement. Force majeure includes, but is not limited to, embargoes, acts of government, riots, war or acts of war, mobilization and requisition, fires, floods, earthquakes.  15.2Force majeure preventing a Party from performing any of its obligations under this Agreement in whole or in part may claim such force majeure against the other Party only if the prevented Party gives notice of the inception and cessation of the force majeure within 30 days in each case enclosing a confirmation by the proper authorities or published information attesting the reality of the facts and the accuracy of the data supplied. A Party claiming force majeure has the burden to prove direct relationship between the force majeure and the non-performance of its obligations under this Agreement.  A Party not respecting the foregoing provisions shall be deemed irrevocably and fully to have assumed the consequences and risks of force majeure not reported to the other Party in the way and within the time aforesaid.    7   15.3In the event of force majeure, both Parties obligations affected thereby are suspended throughout the duration of the force majeure. Neither Party shall be entitled to penalties, interest or other indemnification or compensation to the damage sustained by it because of force majeure, for delays or obligations not performed due to force majeure.  15.4The prevented Party shall make every effort to reduce the effect of such force majeure on the performance hereof. If such circumstances last over more than 6 months, either Party may request the amendment of this Agreement or decide to terminate it upon 30 days notice.  Article 16MISCELLANEOUS PROVISIONS  16.1As of the effective date of this Agreement, in the event that any amendment which including supplement and abolishment, new explanation and implementation rules being made in the relevant applicable laws, regulations, ordinances and rules of PRC, or new laws, regulations, ordinances and rules is enacted, the Parties should consult with each other in a timely manner and make some necessary amendment to this Agreement to protect their right in this Agreement.  16.2This Agreement shall take effect upon execution by the duly authorized representative of the Parties and the common seal of the Parties affixed hereto. The amendment and variation hereto shall be an integrated part hereof.  16.3This Agreement is written in the Chinese languages in four originals, each Party shall hold two originals which have the same legal validity.  [The following has been left to be blank]             8   EXECUTION PAGE  IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives the day and year first above written.   Guangzhou Junlian Correspondence Science and Technology Co., Ltd.  By: /s/ Zhang Jun Chuan Position:  Chairman   Guangzhou Junlian Correspondence TechnologyCo., Ltd.  By:  Yuan Gang Position:  President    9   Appendix 1: Service list  The following services may be provided by the staff of Junlian, its related company or subcontractor:  1.Provide the consultation service relevant to wireless burglarproof visual electronic product which including but not limited to the technology, financial affairs, sales and management service.  2.Assist Junlian S&T in the fields of information technology and system improvement which including the development of the computer hardware and software, information management, the development of system and the preparation of implemental and arrangement plan.  3.Assist Junlian S&T in the fields of the development, operation and maintenance of the electronic products.  4.Assist Junlian S&T in the fields of the customer service support for monitor system installation.  5.Assist Junlian S&T in the fields of information transfer which including the public relations, advertisement and providing information to staff, investors, customers and the public.  6.Staff training of Junlian S&T.       10