Series
      No. of Contract

    


    Technology
      Development (Entrust) Contract

    


    
      	
              Project Name:

            	
              The
                Crosscut Machine Controlling System Development

            
	 	 
	
              Consigner (Party A):

            	
              Xi’an
                Amorphous Alloy Zhongxi Transformer Co., Ltd. 

            
	 	 
	
              Consignee(Party B):

            	
              Xi’an
                Northwest Industry University Gaoshang Science& Technology Co.,
                Ltd.

            
	 	 
	
              Date of Signing:

            	
              April
                14, 2005

            
	 	 
	
              Venue of Signing:

            	
              Xi’an

            


    

    


    Printed
      by Science and Technology Department of PRC


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Technology
      Development (Entrust) Contract

    


    Consigner
      (Party A): Xi’an Amorphous Alloy Zhongxi Transformer Co., Ltd.

    Location:
      Ya Sen Industry Centre, No.15 Gaoxin 6th
      Road,
      Hi-tech Industries Development Zone, Xi’an, China

    Legal
      Representative:

    Contact
      Person of the Project: Wang Guoqiang

    Contact
      Method: 13991217641

    Mail
      Address: No. 125 branch of Xi’an No. 72 mail box 

    Telephone:
      (029)88310282   Fax:
      (029)88312081

    E-mail
      box: xafjkj@xafjkj.com

    


    Consignee
      (Party B): Xi’an Northwest Industry University Gaoshang Science& Technology
      Co., Ltd.

    Location:
      No.127 Youyi West Road, Xi’an, China

    Legal
      Representative:

    Contact
      Person of the Project: Yang Xudong

    Contact
      Method: 13088973677

    Mail
      Address: No.127 Youyi West Road, Xi’an, China

    Telephone:
      (029)88493964   Fax:
      

    E-mail
      box: yxd2117@sina.com 

    


    Regarding
      Party A entrust Party B to research and develop “The Crosscut Machine
      Controlling System Development” project, and Party A shall pay the R&D
      expenditure and payment, Party B shall accept the entrustment and engage the
      R&D work. After Party A and Party B agreed through friendly negotiation and
      fully expressed their will, based on the terms of “The Contract Regulations of
      PRC”, Party A and Party B made this agreement as follows:

    


    Article
      1 The
      requirement for the R&D work of this project is as follows: 1. Technology
      objective: Make the crosscut machine working smoothly complied with the
      requirement for the procedure of action and function

    


    2.
      Content of Technology: Party B shall re-work out the controlling program in
      order to complete the requirement for the equipment, based on the requirement
      which Party A shall provide the procedure of action and function for the
      crosscut machine.

    


    3
      Method
      and route of technology: Analyzed detailed for the existing controlling system
      and understood the principle of working, draw out the principle of electricity,
      the flat computer which is controlling the system shall be instead of the touch
      screen.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
      2 Party
      B
      shall hand over the R&D plan to Party A, after the effective of this
      Contract and received Party A’s prepaid within 7 days.

    


    The
      following major contents need to be included in the R&D plan:

    


    1.
      The
      program for controlling system

    2.
      The
      progress of R&D

    


    Article
      3 Party
      B
      shall complete the R&D work complied with the following
      schedule.

    1.After
      the effective of this contract, upon Party A paid the prepaid within 90 days,
      Party B shall complete the compile of controlling program and adjustment,
      meeting Party A’s requirement for the technology of equipment, which is the
      technology objective.  

    


    Article
      4 The
      technology document and cooperative item which Party A need to provide
      is as follows:

    1.The
      technology document lists: The technology requirement, procedure of action
      and
      function requirement for the crosscut machine

    


    2.
      Date
      and method of providing: Party A shall hand over the above documents in written
      form before April 25, 2005.

    


    3.Other
      cooperative items:

    


    After
      implementation of this contract, the above technology documents need to be
      handled as following method: Party B shall return them to Party A, any related
      information shall not be disclosed to the third party.

    


    Article
      5 Party
      A
      shall pay the R&D expenditure and payment according to the following
      method

    1.
      Total
      amount of the R&D expenditure and payment: RMB500,000

    


    2.
      Party
      A shall pay the R&D expenditure and payment by installment ( one time,
installment
      or by deducting a percentage) to Party B. The detailed payment method
and
      date
      is as follows:

     

    
      	
              a.

            	
              Upon
                the effective of this contract, the prepaid for RMB10,000 shall be
                paid by
                Party A.

            


    

     

    
      	b.	
              The
                remaining payment shall be settled down after the equipment is
                examined.

            


    

    


    The
      name
      of opening bank, address and account No. for Party B:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      name
      of opening bank: Xi’an Chengnan Branch of Industry Bank

    The
      address: No.127 Youyi West Road, Xi’an, China

    Account
      No.:3700024809024901361

    


    Article
      6 Party
      B
      shall not transfer the partial or full R&D work to the third party without
      Party A’s permission. 

    


    Article
      7 The
      confidentiality which Party A and Party B need to obey as performing
this
      contract is as follows:

     

    The
      technology program, technique index and requirements which Party A and Party
      B
      consulted cannot be disclosed to the third Party. The confidentiality period
      is
      2 years.

    


    Article
      8
      Party B
      shall hand over the achievements of R&D to Party A as the following
      method.

    


    1. The
      method and quantity for handing over the achievements of R&D: The circuit
Diagram
      of electric controlling and the controlling software need have 2 electronic
      copies for each one.

    2.
      Date
      and venue for handing over the achievements of R&D: After testing the
      equipment, it has been handed over to Xi’an Amorphous Alloy Zhongxi Transformer
      Co., Ltd.

    


    Article
      9 Party
      A
      and Party B agreed that Party A shall check before acceptance for Party B’s
      completed R&D achievements based on the following standard, it shall comply
      with the requirement of function for the crosscut machine.

    


    Article
      10
      Party A
      and Party B agreed that Party A shall own the achievements of R&D and
      related intellectual property right as performing this contract. Any R&D
      items which are the technology update and improvement based on the basic
      technology shall not be disclosed and transferred to the third Party without
      the
      permission of Party A.

     

    Article
      11
      Party B
      shall not transfer the achievements of R&D to the third Party by itself
      before handing over them to Party A.

    


    Article
      12
      The
      R&D person who complete the project are entitled to note their name in
      related technology achievement documents, and are entitled to obtain the
      certificate of honor and rewards.

    


    Article
      13
      Party B
      purchased the related equipment, material and document which are related with
      the R&D work by using the R&D expenditure shall own by the two
      Parties.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
      14 Party
      A
      and Party B agreed that Party A shall appoint Wang Guoqiang as it’s
      contact person, Party B shall appoint Yang Xudong as it’s contact person. The
contact
      person of the project shall be liable for the following duties.

    


    1.Coordinate
      the R&D work related this project;

    2.Check
      the progress of R&D;

    3.Consulte
      the issues which cannot be covered.

    


    Any
      Party
      shall note the other Party in written form in a timely manner if the contact
      person need to be changed. If any Party failed to note the other Party as result
      in the performance of this contract or any damages shall be responsible for
      the
      duties.

    


    Party
      B
      shall be liable for the maintenance and eliminate the technology problems in
      free of charge after this project has been handed over within 2 years, if any
      equipment damages due to Party A’s inappropriate use, Party B shall provide the
      technology support, but the maintenance fees shall be bored by Party
      A.

    


    The
      responsibilities for violating this contract 

    1.
      If
      Party A violates this contract shall pay the damages to Party B, the fines
      for
      damages shall be 100% of the contract value.

    2.
      If
      Party B violates this contract shall pay the damages to Party A, the fines
      for
      damages shall be 100% of the contract value.

    


    Article
      15
      Party A
      and Party B agreed that if any following condition occur so as to the
      performance of this contract is unnecessary or impossible, the Party may note
      another
      Party to terminate this contract.

    


    1.Force
      majour or technology crisis occur;

    2.Terminate
      the performance of this project due to special reason;

    3.Any
      vital technology change.

    


    Article
      16
      Any
      dispute arising in performing this contract, the two parties cannot settle
      this
      disputes through consultation or mediation, they are entitled to litigate to
      the
      People’s Court which have the jurisdiction.

    


    Article
      17
      This
      contract has 6 originals, it has the same legal 

    


    Article
      18
      This
      contract shall be effective after signed and sealed by Party A and Party
      B.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Party
      A
      (seal) : 

    Legal
      Representative/Entrust Deputy(Signature) :

    April
      14,
      2005

    


    Party
      B
      (seal) : 

    Legal
      Representative/Entrust Deputy(Signature) :

    April
      14,
      2005