exv4w40



 





EXHIBIT 4.40




PROFESSIONAL SERVICES AGREEMENT



This Professional Services Agreement (“Agreement”) is entered into as of the Effective Date defined
below by and between SAP Hong Kong Co. Limited with offices at Suite 1111-1114, Cityplaza 4, 12
Taikoo Wan Road, Taikoo Shing, Hong Kong (hereinafter “SAP”) and Zastron Precision – Tech Limited
with offices at Suites 1506-09, 15/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong.
(hereinafter “Licensee”).




RECITAL



WHEREAS, Licensee acquired from SAP the right to use an SAP Software System pursuant to the SAP ERP
or R/3 Software End-User License Agreement (“End-User Agreement”) effective 30th
November, 2007, between SAP and Licensee. All terms set forth in the End-User Agreement and
referred to herein shall have the same meaning as set forth in the End-User Agreement unless
otherwise specifically modified by this Agreement.



WHEREAS, SAP provides, through its employees and third party contractors (“Consultants”), software
consulting and professional services (“Services”) in support of installation and implementation of
the Software which Licensee desires to obtain.



NOW, THEREFORE, In consideration of the mutual promises and obligations in this Agreement, the
sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as
follows:



1. Services To Be Performed. SAP will provide a Consultant(s) proficient in the
installation and implementation of the applicable SAP Software at Licensee’s direction in
accordance with Statement(s) of Work that reference this Agreement and are attached hereto and made
a part of this Agreement. All Services of the SAP Consultant(s) will be coordinated with the
designated Licensee representative. Licensee is responsible for making the necessary internal
arrangements for the carrying out of the Services on a non-interference basis. The Statement(s) of
Work more fully describes the scope, duration, and fees for the Services. Changes to any Statement
of Work may be made upon prior written mutual agreement of the parties hereto.



2. Satisfaction with Performance. If at any time Licensee is dissatisfied with the
material performance of an assigned Consultant, Licensee shall immediately report such
dissatisfaction to SAP in writing and may request SAP to replace the Consultant. SAP shall use its
reasonable discretion in accomplishing any such change.




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3. Compensation of SAP. All Services will be provided by SAP on a fixed price basis, as
set out in schedule A of the Statement(s) of Work, unless otherwise agreed by the parties in
writing. Services will be invoiced in accordance with the fees listed in or referenced in the
Statement(s) of Work, or Schedules thereto, as applicable.



4. Taxes. The fees listed in the Statement of Work or Schedule thereto do not include
federal, state or local sales, use, property, excise, services or other taxes now or hereafter
levied. Licensee shall be responsible for paying all taxes levied on the products and services
provided pursuant to this Agreement. Licensee shall remit such taxes directly to the applicable
taxing authorities. Any taxes or amounts in lieu thereof paid or payable by SAP in respect of any
taxes or the fees invoiced in accordance with this Agreement (excepting only taxes on income) shall
be for Licensee’s account.



5. Term. This Agreement shall be effective as of the Effective Date, specified below, and
shall remain in effect until terminated by either party. This Agreement and/or each Statement of
Work may be terminated for convenience upon thirty (30) days prior written notice or otherwise in
accordance with the applicable Statement of Work. If there is more than one Statement of Work
attached to this Agreement, a Statement of Work may be terminated without terminating this
Agreement or the other Statement of Works. Licensee shall be liable for payment to SAP for all
Services provided prior to the date of any termination, whether of the Agreement as a whole or any
particular Statement of Work, in accordance with the applicable Statement(s) of Work.



6. Proprietary Information. Both parties shall handle Proprietary Information in accordance
with the terms listed in the End-User Agreement.



7. Work Product.




     7.1 All rights, title and interest in any Extension or Modification shall be governed by the
terms set forth in the terms listed in the End-User Agreement.



     7.2 Licensee agrees that any and all ideas, concepts, or other intellectual property rights
related in any way to the techniques, knowledge or processes of the SAP Services and Products
provided under this Agreement, whether or not developed for Licensee, are the exclusive property of
SAP. SAP shall have the sole and exclusive right, title and ownership to such technology.


8. Limitation of Liability, Warranty, Indemnification.




     8.1 SAP warrants that its Services shall be performed consistent with generally accepted
industry standards. For any breach of this warranty, Licensee’s sole and exclusive remedy shall be
at SAP’s sole option, reperformance of the



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unsatisfactory Services or repayment of the fees associated with the unsatisfactory Services. .
This warranty shall be applicable for only one month from the date of expiry or termination of the
applicable Statement of Works, or the date of acceptance of deliverable in question by Licensee (if
applicable), whichever is the earlier.



     8.2 ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, UNDER NO CIRCUMSTANCES SHALL SAP OR ITS
CONSULTANTS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS,
COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR
PUNITIVE DAMAGES, EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



     8.3 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT
WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS
INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED
AS SUCH.



     8.4 SAP MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES
PROVIDED HEREUNDER.



     8.5 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SAVE FOR SECTION 8.6 BELOW, SAP’S
CUMULATIVE LIABILITY UNDER EACH STATEMENT OF WORK SHALL BE LIMITED TO LIABILITY DIRECTLY AND SOLELY
ATTRIBUTABLE TO SAP’S SERVICES AND SHALL IN NO EVENT EXCEED THE FEE PAID BY LICENSEE TO SAP UNDER
THE APPLICABLE STATEMENT OF WORK.



     8.6 The Limitation of Liability set forth in this section 8, does not apply to tangible
property damage, or personal injury, including death, caused by the gross negligence of SAP. SAP
agrees to indemnify, defend and hold harmless Licensee from and against any and all liabilities,
damages, losses, claims, suits or judgments, and expenses (including reasonable attorney fees) that
Licensee may incur for injury to or death of persons caused by SAP’s gross negligence while
providing Services on Licensee’s site under this Agreement. With respect to tangible property
damage caused by SAP’s gross negligence, such indemnity shall be limited to the extent of SAP’s
insurance coverage.


9. General Provisions.




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This Agreement is a personal services agreement and the performance of any obligation hereunder may
not be assigned, delegated or otherwise transferred by either party, provided however, that SAP may
assign all or part of the work to be performed under this Agreement to a qualified third party.




     9.2 If any provision of this Agreement is found by any arbitral body or court of competent
jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the
other provisions of this Agreement, and all provisions not affected by such invalidity shall remain
in full force and effect.



     9.3. The waiver by either party of a breach or default in any of the provisions of this
Agreement by the other party shall not be construed as a waiver of any succeeding breach of the
same or other provisions; nor shall any delay or omission on the part of either party to exercise
or avail itself of any right, power or privilege that is has or may have hereunder operated as a
waiver of any breach or default by the other party.



     9.4 This Agreement, including all applicable Statement(s) of Work and Schedules thereto,
constitutes the entire and exclusive agreement between the parties with respect to the subject
matter hereof and supersedes all prior representations, discussions or agreements between the
parties, whether written or oral, relating to the same subject matter. No modifications,
amendments, or supplements to this Agreement shall be effective for any purpose unless in writing
and signed by the authorized representatives of both parties. In the event of any inconsistencies
between the Agreement, a Statement of Work or Schedules, the Agreement shall take precedence over
any Statement of Work or Schedules, and the Statement of Work shall take precedence over any
Schedules.



     9.5 The relationship of SAP and Licensee established by this Agreement is that of an
independent contractor.



     9.6 Any delay or nonperformance of any provision of this Agreement (other than for the payment
of amounts due hereunder) caused by conditions beyond the reasonable control of SAP or its
Consultants, shall not constitute a breach of this Agreement, and the time for performance of such
provision, if any, shall be deemed to be extended for a period equal to the duration of the
conditions preventing such performance.



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     9.7 If a dispute arises between the Licensee and SAP , the following provisions shall apply -




(i) The parties shall escalate all disputes unable to be resolved between the parties
within 14 days of the dispute first arising to a committee of the managing directors of
each party and who shall appoint a third member (being an independent party not related to
either party or involved in the project).




(ii) Failing resolution of the dispute according to Section 9.7 (i) above, except for the
right of either party to apply to a court of competent jurisdiction for an injunction or
other equitable relief available under applicable law to preserve the status quo or prevent
irreparable harm pending the selection and confirmation of a panel or arbitrators, any
controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration in Hong Kong, in accordance with the Commercial Arbitration
Rules of the ICC, and judgment upon the award rendered by the arbitrators may be entered in
any court having jurisdiction thereof. Arbitration shall be conducted in the English
language by a panel of three (3) members, one member selected by SAP, one member selected
by Licensee and the third member, who shall be chairman, selected by agreement between the
other (2) members. The chairman shall be a solicitor, and the other arbitrators shall have
a background or training in computer law, computer science, or marketing of computer
industry products. The arbitrators shall have the authority to grant injunctive relief in
a form substantially similar to that which would otherwise be granted by a court of law.
The parties’ obligations under this Section 9.7 shall survive termination or expiration of
this Agreement



     9.8 During the term of this Agreement and for a period of two years thereafter, Licensee will
not directly or indirectly solicit or hire any Consultant assigned by SAP to perform any of the
Service to be provided hereunder.



     9.9 Any purchase order or other document issued by Licensee is for administrative convenience
only. In the event of any conflict between the provisions of this Agreement, and any purchase
order or other document, the provisions of this Agreement shall prevail and govern and any
additional terms in the purchase order or other document shall be inapplicable



     9.10 This Agreement and any disputes arising out of or in connection with this Agreement shall
be governed and construed in accordance with the laws of Hong Kong.



     9.11 This Agreement shall be effective as of 30th November, 2007 (“Effective
Date”).



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     10. Survival. Sections 6, 7, 8, 9.7, 9.8 and 9.10 shall survive any termination of this
Agreement.


     IN WITNESS WHEREOF, the parties have so agreed as of the date written above




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\






	 	 	 	 	 	 	 	 	 
	Agreed to:	 	Agreed to:	 	 
	 
	 	 	 	 	 	 	 	 
	SAP Hong Kong Co. Limited	 	Zastron Precision – Tech Limited	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	K.K. Chan
	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Finance Director
	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Ng Mau Wing	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Consulting Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 
	Attachments

	 	Statement of Work
Schedules:
	 	 
	 

	 	           “A” - List of Rates	 	 
	 

	 	           “B” - Change Order Procedure	 	 







7









 




Statement of Work

to

Professional Services Agreement (“Agreement”)

between

SAP Hong Kong Co. Limited (“SAP”)

and

Zastron Precision – Tech Limited (“Licensee”)



Project name: ERP Implementation (“Project”)



This Statement of Work (effective date 30th November, 2007) and the terms and conditions
of the SAP Professional Services Agreement, having an Effective Date of 30th November,
2007describe the Services to be provided to Licensee in support of the implementation of the SAP
ERP or R/3 Software System for the fees set forth herein as authorized by Licensee by signing this
Statement of Work.



1. Scope and Approach



Licensee requires SAP Services for the implementation of the individual Project hereinafter
referred to as “the Project”. The scope of the Project is set forth in the attached Project
proposal, “SAP ERP Implementation Project - Technical
Proposal - SAP Primes v11.0.pdf” hereinafter
referred to as “Project Scope Document”, which is incorporated herein by reference. The Project
Deliverables, associated timeline, fees and payment schedule are as set forth in the Project Scope
Document. The Project Scope Document also includes certain Tasks and associated delivery dates that
are the responsibility of Licensee.



Licensee agrees to provide appropriate project resources, including but not limited to equipment,
data, information, workspace and appropriate and cooperative personnel, to facilitate the
performance of the services, as follows:





	 	§	 	sufficient personal computer(s) and networked, if applicable
	 
	 	§	 	modem line
	 
	 	§	 	access to SAPNet and connection to Online Support System




Licensee agrees that the fees and timeline set forth in the Project Scope Document shall be subject
to change if the Tasks are not performed in a timely and appropriate manner and/or if the project
resources are not provided.



2. Project Assumptions and Ground Rules



Project Assumptions and Ground Rules pertaining to the Project Scope Document, and the fees set
forth therein, are set forth in the Project Scope Document attached.


CONFIDENTIAL


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Licensee agrees that any change to or Licensee’s failure to fulfill any of the Project Assumptions
and Ground Rules set forth above may affect SAP’s ability to provide timely and efficient services
hereunder and that SAP’s fees and the timeline as set forth in the Project Scope Document shall be
subject to change.



3. Deliverable Acceptance Period



SAP will deliver each completed Deliverable on the appropriate Milestone Date, as set forth in
Schedule A. Upon delivery and receipt acknowledgment by Licensee, Licensee shall have 7 calendar
days to accept or reject (“Acceptance Period”) the Deliverable, using reasonable discretion, based
on the requirements specified and agreed to in the Project Scope Document for that Deliverable. If
Licensee notifies SAP that it has rejected the Deliverable, Licensee shall provide written notice,
within such 10 day period, specifying the basis of the deficiency. SAP shall have a reasonable
period to cure such deficiency and redeliver the Deliverable for an additional Acceptance Period.
If Licensee fails to reject, in a writing specifying the deficiency, any Deliverable within the
Acceptance Period, Licensee shall be deemed to have accepted such Deliverable as of the tenth day
of the Acceptance Period. Upon acceptance of a Deliverable, all Services associated with such
Deliverable shall be deemed accepted and SAP shall have no further obligation with respect to an
accepted Deliverable. The fees for an accepted Deliverable shall be due and payable within 30 days
of the date the Deliverable is accepted or deemed to be accepted.



4. Project Management



Each party shall designate a Project Manager. The Project Manager’s shall work together toward a
timely implementation in accord with the Project Scope Document. The SAP Project Manager will,
with the Licensee Project Manager, plan the project, select resources and quality check the
activities and progress.



The SAP Consultants will be located at designated Licensee facilities. Licensee agrees and
understands that the assigned SAP Consultant(s) will occasionally perform Services on the Project
implementation from a SAP office.



SAP reserves the right to, in its sole discretion, replace any assigned Consultant with another SAP
Consultant with equivalent skills.



The Application Consultant(s) will work with Licensee resources in the translating of the business
requirements into system solutions and other tasks that relate to the Project implementation.



The Basis Consultant will work with the Licensee technical resources in establishing development,
test and production environments. The Basis Consultant will provide system support and performance
optimization, make recommendations for backup and recovery strategies, capacity planning and
hardware configuration.


CONFIDENTIAL


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5. Term and Termination



Term. This Statement of Work shall become effective as of the date stated above.



5.1 Termination for Default.




     Either party may terminate this Statement of Work upon the occurrence of one or more of the
following events:



          (i) The failure of a party to make payment of any undisputed amounts when due and the
expiration of fifteen (15) calendar days from receipt of notice thereof; or




          (ii) The failure of a party to comply with any material term or condition of this Statement of
Work after the non-defaulting party has provided the other party fifteen (15) days prior written
notice specifying the nature of such default and the defaulting party fails to commence to cure
such default within such fifteen (15) day period, or if a longer time is required by SAP, then from
that time period, which shall not be unreasonable; or




          (iii) The dissolution or liquidation of the other party, the insolvency or bankruptcy of the
other party, the institution of any proceeding by or against the other party under the provisions
of any insolvency or bankruptcy law; the appointment of a receiver of any of the assets or property
of the other party, or the issuance of an order for an execution on a material portion of the
property of the other party pursuant to a judgment.




     5.2 In the case of default by Licensee under Section 5.1(ii) above SAP shall be paid for all
Services provided prior to the date of termination based upon the terms, conditions and prices set
forth in Schedule A to this Statement of Work (“Schedule”), which is hereby incorporated by
reference.



     5.3 Remedies in Event of Default. Neither party shall be entitled to exercise any
remedy otherwise available to it at law or equity unless and until such party shall have provided
the other party with notice of such event of default, reasonably specifying the nature of the
default, and any applicable period of time for cure thereof shall have expired. In such cases of
termination, Licensee shall be relieved of all further obligations hereunder except for any amounts
due to SAP hereunder.



     5.4 Termination for Convenience. Licensee may, by providing at least thirty (30) days
prior written notice stating the extent and effective date, terminate this Statement of Work for
convenience in whole or in part at any time. In the event the effective date of such termination
is less than thirty (30) days after receipt of notice and SAP does not have other consulting job
assignments for the Consultants currently assigned as full time on this project, Licensee shall
compensate SAP for such unassigned Consultants for thirty (30) days after receipt of notice. The
amount


CONFIDENTIAL

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to be paid will be based on the K rates and terms listed in the Schedule. In lieu of the K rates,
the parties may agree upon a percentage of completion basis of any incomplete Deliverable. In any
event, SAP shall be paid for all Services performed, but not yet invoiced for any Deliverable.
Upon termination of this Statement of Work for default by SAP or for convenience by Licensee,
notwithstanding anything in this Statement of Work or Schedule A hereto to the contrary, Licensee
shall be liable for payment to SAP for all Services provided prior to the date of termination,
calculated on the basis of the actual number of mandays spent on the Services at the Standard
K-Rate(s) specified in Schedule A hereto, or be liable for payment of compensation as specified in
this Section 5.4 herein (if any). The excess (if any) of all fees paid by Licensee to SAP under
this Statement of Work or Schedule A hereto over the mandays cost and the compensation as mentioned
above shall within thirty (30) days from the date of termination be refunded to Licensee.



6. General



Any change to this Statement of Work, including the Project Scope Document, shall be subject to
mutual agreement of the parties and shall be made in accordance with Schedule B hereto, Change
Order Procedure, which is hereby incorporated by reference. SAP shall not commence work on any
such change unless and until the change has been agreed to in writing.



Additional Statements of Work may be added to this Agreement by mutual agreement.



CONFIDENTIAL

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IN WITNESS WHEREOF, the parties have so agreed as of the date written above.



	 	 	 	 	 	 	 	 	 
	Acceptance:	 	Acceptance:
	 
	 	 	 	 	 	 
	SAP Hong Kong Co. Limited	 	Zastron Precision – Tech Limited
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ K. K. Chan
	 	Signature:
	 	/s/ John Q. Farina
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	K.K. Chan
	 	Name:
	 	John Q. Farina
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	CFO NTEI &
	 
	 	 	 	 	 	 
	Title:

	 	Finance Director
	 	Title:
	 	Director, Zastron
	 
	 	 	 	 	 	 
	Date:

	 	26 Nov 2007
	 	Date:
	 	December 7th, 2007
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Ng Mau Wing	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Ng Mau Wing	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Consulting Director	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	26 Nov 2007	 	 	 	 




CONFIDENTIAL


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Project Scope Document To

Statement of Works

To

Professional Services Agreement

between

SAP Hong Kong Co. Limited &




Zastron Precision – Tech Limited (“Licensee”)




Please refer to the attached documents titled:





	 	1.	 	SAP ERP Implementation Project - Technical Proposal - SAP Primes v11.0.pdf




CONFIDENTIAL

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Schedule A

to

Statement of Work

between

SAP Hong Kong Co. Limited (SAP)

and

Zastron Precision – Tech Limited (“Licensee”)




SAP Consultant Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Standard	 	Standard K-	 	Discounted Rate
	 	 	K-Rate	 	Rate (HKD) per	 	(HKD) per
	Consultant	 	Type	 	manday	 	manday
	SAP Implementation
team – project
manager and
application
consultants
	 	 	K2	 	 	$	10,000	 	 	$	6,867	 
	SAP Basis consultant
	 	 	K3	 	 	$	12,000	 	 	$	9,000	 
	SAP ABAPer
	 	 	K1	 	 	$	10,000	 	 	$	7,500	 






Phase 1 ERP Implementation Summary




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SAP K-rate	 	 	Project	 	 	Business	 	 	 	 	 	 	Final	 	 	Go live and	 	 	Total	 	 	Investment	 
	Consultant	 	(Discounted)	 	 	Preparation	 	 	Blueprint	 	 	Realization	 	 	Preparation	 	 	Support	 	 	Manday	 	 	(HKD)	 
	SAP consultant
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAP Project Manager
	 	 	$ 6,867	 	 	 	5	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	5	 	 	 	40	 	 	$ 	274,680	 
	SAP FI/CO consultant
	 	 	$ 6,867	 	 	 	2	 	 	 	30	 	 	 	20	 	 	 	10	 	 	 	10	 	 	 	72	 	 	$	494,424	 
	SAP SD/MM consultant
	 	 	$ 6,867	 	 	 	2	 	 	 	30	 	 	 	20	 	 	 	10	 	 	 	10	 	 	 	72	 	 	$	494,424	 
	SAP SD/MM consultant
	 	 	$ 6,867	 	 	 	2	 	 	 	30	 	 	 	20	 	 	 	10	 	 	 	10	 	 	 	72	 	 	$	494,424	 
	SAP PP consultant
	 	 	$ 6,867	 	 	 	2	 	 	 	30	 	 	 	20	 	 	 	10	 	 	 	10	 	 	 	72	 	 	$	494,424	 
	 
	Total
	 	 	 	 	 	 	13	 	 	 	130	 	 	 	90	 	 	 	50	 	 	 	45	 	 	 	328	 	 	 	2,252,376	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fixed Price Premium	 	 	10	%	 	 	225,238	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,477,614	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     The
above estimation is on Fixed Price basis:




	 	•	 	All rates quoted and billing are based on Hong Kong Dollars and net of all taxes.
	 
	 	•	 	Any system and reporting customization will be charged on time and material base.
The Man-day rate is HKD7,500 per day.




CONFIDENTIAL

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Phase 2 ERP Implementation Summary




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SAP K-rate	 	 	Project	 	 	Business	 	 	 	 	 	 	Final	 	 	Go live and	 	 	Total	 	 	Investment	 
	Consultant	 	(Discounted)	 	 	Preparation	 	 	Blueprint	 	 	Realization	 	 	Preparation	 	 	Support	 	 	Manday	 	 	(HKD)	 
	SAP consultant
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAP PM/FI/CO consultant
	 	$	6,867	 	 	 	10	 	 	 	 	 	 	 	20	 	 	 	5	 	 	 	5	 	 	 	40	 	 	$	274,680	 
	
SAP SD consultant
	 	$	6,867	 	 	 	5	 	 	 	 	 	 	 	20	 	 	 	5	 	 	 	5	 	 	 	35	 	 	$	240,345	 
	SAP MM consultant
	 	$	6,867	 	 	 	5	 	 	 	 	 	 	 	20	 	 	 	5	 	 	 	5	 	 	 	35	 	 	$	240,345	 
	SAP PP consultant
	 	$	6,867	 	 	 	5	 	 	 	 	 	 	 	20	 	 	 	5	 	 	 	5	 	 	 	35	 	 	$	240,345	 
	 
	Total
	 	 	 	 	 	 	25	 	 	 	 	 	 	 	80	 	 	 	20	 	 	 	20	 	 	 	145	 	 	 	995,715	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  Fixed Price Premium	 	 	10	%	 	 	99,572	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,095,287	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     The above estimation is on Fixed Price basis:




	 	•	 	All rates quoted and billing are based on Hong Kong Dollars and net of all taxes.
	 
	 	•	 	Any system and reporting customization will be charged on time and material base.
The Man-day rate is HKD7,500 per day.





Set to Work




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SAP K-rate	 	 	Project	 	 	Business	 	 	 	 	 	 	Final	 	 	Go live and	 	 	Total	 	 	Investment	 
	Consultant	 	(Discounted)	 	 	Preparation	 	 	Blueprint	 	 	Realization	 	 	Preparation	 	 	Support	 	 	Manday	 	 	(HKD)	 
	SAP Basis
consultant (Phase 1)
	 	$	9,000	 	 	 	2	 	 	 	5	 	 	 	5	 	 	 	5	 	 	 	3	 	 	 	20	 	 	$	180,000	 
	SAP Basis consultant (Phase 2)
	 	$	9,000	 	 	 	 	 	 	 	 	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	6	 	 	$	54,000	 
	 
	Total
	 	 	 	 	 	 	2	 	 	 	5	 	 	 	7	 	 	 	7	 	 	 	5	 	 	 	26	 	 	 	234,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  Fixed Price Premium	 	 	10	%	 	 	23,400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	257,400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     The above estimation is on Fixed Price basis:




	 	•	 	Basis consultant support includes 1) SAP System Installation, 2) Authorization
Workshop, 3) Basis Knowledge Transfer Workshop, and 4) Go-Live EarlyWatch.
	 
	 	•	 	All rates quoted and billing are based on Hong Kong Dollars and net of all taxes.




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Customization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SAP K-rate	 	 	Project	 	 	Business	 	 	 	 	 	 	Final	 	 	Go live and	 	 	Total	 	 	Investment	 
	Customizatoin	 	(Discounted)	 	 	Preparation	 	 	Blueprint	 	 	Realization	 	 	Preparation	 	 	Support	 	 	Manday	 	 	(HKD)	 
	Customization
	 	$	7,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25	 	 	$	187,500	 
	 
	Total
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	25	 	 	 	187,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  Fixed Price Premium	 	 	10	%	 	 	18,750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	206,250	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







The customization effort covers the Item 54 of Zastron (hereinafter “Namtai”) requirement
list. The actual mandays required will be finalized within the Phase 1 Blueprint stage. The
requirement listed as below:




	 	•	 	Material picking to final assembly line based on 2 hours production rate of
shop order.





     The above estimation is on Fixed Price basis:




	 	•	 	All rates quoted and billing are based on Hong Kong Dollars and net of all taxes.
	 
	 	•	 	Any system and reporting customization will be charged on time and material base.
The Man-day rate is HKD7,500 per day.




Remark: The 10% fixed price premium is applied. This can be used as a buffer for maximum 50
man-days customization development provided by SAP if needed




Travelling Expense





The above consultant K-rates charges are exclusive of any reasonable travel and living
expenses, other reasonable and necessary expenses incurred in connection with the Services,
and any applicable taxes. This applies to project-related expenses in other countries as
consultants engaged on this assignment might be based in offices outside Hong Kong.




	 	•	 	The rate above do not include actual travel and living (T&L) costs, which will be
billed to Namtai at cost, where applicable. In following circumstances, if any SAP
consultant is required to work outside his home country/ city, then related reasonable
travel and living (T&L) expenses (actual) & per-diem (if applicable) are required to
be paid by Namtai.
	 
	 	•	 	SAP will invoice Namtai monthly for applicable taxes, reasonable travel and living
expenses, and other reasonable expenses incurred in connection with Services together
with relevant supporting documents with the acceptance and endorsement by the Namtai.




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Payment Term (Consulting Service)




Phase 1 ERP Implementation, Set to Work and Customization Payment Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	% of	 	Estimated	 	Payment	 	Total
	Stage	 	Key deliverable	 	payment	 	Bill Date	 	Term	 	(HKD)
	Phase 1 - ERP implementation + Basis + Customization	 	 	100	%	 	 	 	 	 	$	2,881,864	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sign contract

	 	Signed contract
	 	 	30	%	 	30-Nov-07
	 	7 day
	 	$	 864,558	 
	Blueprint

	 	SAP blueprint signoff
	 	 	20	%	 	31-Mar-08	 	30 day
	 	$	 576,373	 
	Realization

	 	Integration testing signoff
	 	 	20	%	 	31-May-08	 	30 day
	 	$	 576,373	 
	Final Preparation

	 	System cut-over and Ready
for going Live
	 	 	15	%	 	31-Jul-08
	 	30 day
	 	$	 432,280	 
	Go live and support
(Retention)

	 	One month after go live

(1st month end)
	 	 	15	%	 	31-Aug-08
	 	30 day
	 	$	 432,280	 






Phase 2 ERP Implementation and Set to Work Payment Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	% of	 	Estimated	 	Payment	 	Total
	Stage	 	Key deliverable	 	payment	 	Bill Date	 	Term	 	(HKD)
	Phase 2 - ERP implementation + Basis	 	 	100	%	 	 	 	 	 	$	1,154,687	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sign contract

	 	Signed contract
	 	 	30	%	 	30-Nov-07
	 	7 day
	 	$	 346,407	 
	Project Preparation

	 	Confirm requirment
	 	 	20	%	 	31-Oct-08
	 	30 day
	 	$	 230,937	 
	Realization

	 	Integration testing signoff
	 	 	20	%	 	31-Dec-08
	 	30 day
	 	$	 230,937	 
	Final Preparation

	 	System cut-over and Ready
for going Live
	 	 	15	%	 	31-Jan-09
	 	30 day
	 	$	 173,203	 
	Go live and
support
(Retention)

	 	One month after go live

(1st month end)
	 	 	15	%	 	28-Feb-09
	 	30 day
	 	$	 173,203	 





The phase 1 and phase 2 ERP implementation Service are in a fixed price basis. The Service invoice
will include all applicable expenses which have been agreed to, duly approved, confirmed and signed
by Licensee’s project manager or other representative. All payments are due within thirty (30) days
after date of invoice. SAP reserves the right to terminate its Services within 5 days written
notice in the event of Licensee’s delinquency or delay in payment of monies due hereunder to SAP
hereunder.



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Schedule B

to

Statement of Work

between

SAP Hong Kong Co. Limited (SAP)

and

Zastron Precision – Tech Limited (“Licensee”)




Change Order Procedure



Any change to the Statement of Work must be agreed to, in writing, by the parties. The following
procedure will be used to control all changes, whether requested by Licensee or SAP.





	 	•	 	All Requests For Changes (“RFC”), a copy of which is attached hereto, to the Statement of
Work must be made in writing and shall be submitted by the appropriate Project Manager. Each
request should contain the following information:






	 	•	 	Reason for change;
	 
	 	•	 	Impact, if any, on existing Deliverables and/or definition of additional Deliverables;
	 
	 	•	 	Estimated impact, if any, on project schedule; and
	 
	 	•	 	Estimated change, if any, in project fees.






	 	•	 	All RFCs must be submitted to the appropriate Project Manager. The Project Manager shall
review and accept or reject the RFC. If rejected, the RFC shall be returned to the submitting
party with written reasons for rejection and, as appropriate, any alternatives.
	 
	 	•	 	All approved RFCs will be incorporated into the Statement of Work via written amendment.
SAP will not perform any services outside of the Statement of Work until the amendment has
been executed by Licensee.




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Request For Change



This document must be completed and submitted to the appropriate Project Manager to commence any
change order.





			
	1.	 	Describe the reason for the requested change:






			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
	2.	 	A. Describe the impact, if any, on existing Deliverables:






			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	B. Describe additional Deliverables required as a result of the requested change, if any:







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
	3.	 	Describe the impact, if any, to the existing Project Schedule. Provide a revised Project
Schedule, if appropriate.






			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
	4.	 	State the estimated change, if any, to the project fees. Provide the rationale/methodology
used to calculate any change.






			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 







			
		 	 





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