Unassociated Document


    Exhibit 10.9

    


    DATED
JANUARY 21, 2009

    


    TRUST
AGREEMENT

    


    Among

     

    CELSIA
TECHNOLOGIES, INC.

     

    CELSIA
TECHNOLOGIES TAIWAN, INC.

     

    and

     

    CHINATRUST
COMMERCIAL BANK, LTD., as
Trustee


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TRUST
AGREEMENT

     

    THIS
TRUST AGREEMENT, dated as of January 21, 2009 (this “Agreement”), is entered into
by and among

     

    
      	
              (1)

            	
              Celsia
      Technologies, Inc., a corporation organized and existing under the laws of
      the State of Nevada, U.S.A. (“Celsia USA”), and its
      wholly owned subsidiary, Celsia Technologies Taiwan, Inc. a corporation
      organized and existing under the laws of the Republic of China (“ROC”), with its
      registered office at No. 2, Heding Road, Jhongli City, Taoyuan County 320,
      Taiwan, ROC (“Celsia
      Taiwan“) (Celsia USA and Celsia Taiwan together with their
      successors and permitted assigns, the “Settlors“);
      and

            


    

     

    
      	
              (2)

            	
              Chinatrust
      Commercial Bank, Ltd., a
      banking corporation organized and existing under the laws of the ROC
      authorized to conduct trust business and with its registered office at No. 3, Sung Shou
      Road, Taipei 110, Taiwan,
      ROC as the trustee under this Agreement (in such capacity, together
      with its successors in such capacity and as further defined below, the
      “Trustee”).

            


    

     

    The
Settlors and the Trustee are hereinafter collectively referred to as the
"Parties."

     

    WITNESSETH:

     

    WHEREAS,
the Settlors desire to engage the Trustee
to hold the title and interest in the Trust Assets for the Beneficiaries to
secure Celsia USA’s performance of the Contractual Obligations pursuant to this
Agreement during the Trust Period; and

     

    WHEREAS,
the Settlors and the Trustee desire to enter into this Agreement to provide,
among other things, for the Settlors’ appointment of the Trustee and the
respective rights and obligations of the Trustee and the
Settlors/Beneficiaries.

     

    NOW
THEREFORE, in consideration of the covenants and agreements contained herein,
and for good and valuable consideration, the receipt and sufficiency of which
the Parties hereby acknowledge, the Parties hereby agree as
follows:

     

    ARTICLE
1

     

    DEFINED
TERMS AND PRINCIPLES OF CONSTRUCTION

     

    
      	
              1.1

            	
              As
      used herein, the following terms shall have the following
      meanings:

            


    

     

    “Beneficiary” means each of the
Settlors in its capacity as a beneficiary to the respective assets it entrusted
under this Agreement.

     

    “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks are
authorized or required to close in the ROC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Cash Distributions” means
rights, dividends, distributions, interest or moneys in relation to the Escrow
Shares paid or made in cash to and received by the Trustee during the term of
this Agreement.

     

    “Celsia Debentures“ means the
convertible debentures issued by Celsia USA, which will mature on 31 December
2010.

     

    “Collateral Agent” means
Midsummer Ventures, L.P., a limited partnership organized and existing under the
laws of Bermuda, acting on behalf of and for the benefits of the Creditors under
Celsia Debentures.

     

    “Contractual Obligations” means
any and all obligations of Celsia USA to the Creditors arising under Celsia
Debentures.

     

    “Creditors“ means the holders
of the Celsia Debentures listed in Appendix
A.

     

    “Distributions” means rights,
dividends, distributions, interest or other moneys or assets accruing on or in
respect of the Trust Assets or any part thereof, including Cash
Distributions.

     

    “Distributions Notice” has the
meaning given in Article 5.1.1.

     

    “Escrow Shares” means 499,999
shares of common stock of Celsia Taiwan, which are entrusted and transferred on
the date of this Agreement by Celsia USA to the Trustee together with all
related rights, interests, certificates and other documents.  The
Escrow Shares include shares, stocks and other securities (if any) derived from
the Escrow Shares.

     

    “Event of Default“ means any
and all events of default under Celsia Debentures.

     

    “Equipment” means the chattels
listed in Appendix
B, which are entrusted on and after the date of this Agreement by Celsia
Taiwan to the Trustee, but administered and manipulated at Celsia Taiwan's
command.

     

    “Fees and Expenses” has the
meaning given in Article 6.1.

     

    “Governmental Authority” means
the government of any nation, state, city, locality, prefecture, region or other
political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

    “Instruction” has the meaning
given in Article 3.3.1.

     

    “Lien” means any mortgage, deed
of trust, pledge, hypothecation, assignment, security interest, encumbrance,
lien (statutory or other), lease, charge, deposit arrangement or preference,
priority, right or other security agreement or preferential arrangement of any
kind or nature whatsoever (including the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention
agreement).

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Party” means a party to this Agreement.

     

    “Person” means any individual,
firm, corporation, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, limited liability company,
Governmental Authority or other entity of any kind, and shall include any
successor (by merger or otherwise) of such entity.

     

    “Trust Assets” means the Escrow
Shares, the Distributions and the Equipment entrusted by the Settlors and
received by the Trustee.

     

    “Trust Period” means the period
from the date of receipt of any Trust Assets by the Trustee until the earlier of
(i) the date all of the Trust Assets have been paid or transferred to the
Creditors and/or distributed to the Beneficiaries in accordance with this
Agreement or (ii) three (3) years after the date the Trustee receives any Trust
Assets.

     

    “Trustee’s Fee” means the fee
payable to the Trustee for its appointment as the trustee and performance of its
services under this Agreement as provided in Article 6.2.

     

    
      	
              1.2

            	
              The
      words “hereof”,
      “herein” and
      “hereunder” and
      words of similar import when used in this Agreement shall refer to this
      Agreement as a whole and not to any particular provision of this
      Agreement.  Article references contained in this Agreement are
      references to Articles of this Agreement, unless otherwise
      specified.  The words “includes” and “including” when used in
      this Agreement shall be deemed, in each instance in which they appear, to
      be followed by the words “without
      limitation”.

            


    

     

    
      	
              1.3

            	
              A
      reference to a statute or statutory provision includes, to the extent
      applicable at any relevant time:

            


    

     

    
      	
               
      

            	
              (a)that
      statute or statutory provision as from time to time consolidated,
      modified, re-enacted or replaced by any other statute or statutory
      provision;

            


    

     

    
      	
               
      

            	
              (b)any
      repealed statute or statutory provision which it re-enacts (with or
      without modification); and

            


    

     

    
      	
               
      

            	
              (c)any
      subordinate legislation or regulation made under the relevant statute or
      statutory provision.

            


    

     

    
      	
              1.4

            	
              The
      provisions of this Agreement shall bind the Trustee, the Settlors and
      Beneficiaries under the trusts created by this
  Agreement.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    ARTICLE
2

     

    PURPOSE,
TRUST ASSETS AND BENEFICIARY

     

    
      
        2.1            Purpose and Trust
Assets

      

    

     

    2.1.1         The
Settlors hereby appoint the Trustee as trustee of the trust to be constituted
under this Agreement and each of the Settlors shall, on the date the Parties
sign this Agreement, irrevocably and unconditionally entrusts to the Trustee its
rights and entitlements to the Escrow Shares and the Equipment respectively
under and in accordance with the terms of this Agreement.

     

    2.1.2         The
trust constituted by this Agreement is established for the purposes of securing
the performance by Celsia USA of its Contractual Obligations to the Creditors
under the Celsia Debentures.

     

    2.1.3         (a)
Each of the Settlors/Beneficiaries agrees and acknowledges that the Trust Assets
are subject to this Agreement and accordingly its rights and interests will be
exercised and enjoyed by the Trustee in accordance with this Agreement; and (b)
Celsia USA agrees and acknowledges the Distributions will be entrusted to the
Trustee as well and become part of the Trust Assets.

     

    2.1.4         The
Trustee shall administer the Trust Assets in accordance with this Agreement and
applicable laws.

     

    2.1.5         The
Settlors/Beneficiaries agree that, in connection with this Agreement, the
Trustee shall establish, in the Trustee’s name, one deposit trust account with
Chinatrust Commercial Bank, Ltd. and one securities trust account with
Chinatrust Securities Company Ltd. respectively, and shall hold all the Trust
Assets in cash form in such deposit trust account and/or all the Trust Assets in
the form of entry-book stocks in the securities trust account or physical stocks
in the safe deposit.

     

    2.1.6         Unless
otherwise provided in this Agreement, any property, rights or interests (except
for the Cash Distributions) obtained by or under the control of the Trustee as a
result of the Trustee’s appointment hereunder or administration or disposal of
any Trust Assets or part thereof, or due to the damage or loss or otherwise of
the Trust Assets shall be deemed included in and constitute part of the Trust
Assets and shall be held in the trust under this Agreement.

     

    
      2.2           
Beneficiary

    

     

    2.2.1         The
Settlors shall be the Beneficiaries with respect to their respective assets
entrusted and to the extent so entitled under this Agreement.

     

    2.2.2         The
Settlors/Beneficiaries shall not (a) nominate, appoint or designate any other
Person to substitute for it or be its beneficiary under this Agreement, except
by operation of law; or (b) sell, transfer, assign, encumber with a Lien or
otherwise dispose of any of its rights or interests to the Trust Assets or
otherwise as a Beneficiary under this Agreement, except by operation of
law.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    2.2.3          The
Settlors do not reserve the rights to change the Beneficiaries of this
Agreement.

     

    ARTICLE
3

     

    ADMINISTRATION
OF TRUST ASSETS

     

    
      3.1           
Required Registration,
Endorsement and Notice

    

     

    The
Settlors shall, from time to time as required and as promptly as practicable,
assist the Trustee with the completion of all relevant registrations,
endorsements and notices as required or permitted by applicable laws for
acquiring the Trust Assets and holding the Trust Assets in accordance with the
provisions of this Agreement and applicable laws.

     

    
      3.2            
Separate
Administration

    

     

    3.2.1          The
Trust Assets shall be identified and administered by the Trustee separately and
distinctly from the Trustee’s own assets and other assets entrusted to the
Trustee.

     

    3.2.2          The
Parties agree that Equipment shall be maintained, kept and preserved by Celsia
Taiwan.

     

    
      3.3           
Instructions and
Formality

    

     

    3.3.1          Any
instruction, decision, consent or notice (“Instruction“) given from the
Settlors with respect to this Agreement shall bear at least one of the specimen
signatures set forth in Appendix
C.

     

    3.3.2          Whenever
the Trustee deems necessary, the Settlors shall, within three (3) Business Days
of the Trustee’s written request, clarify or confirm any Instruction issued to
the Trustee.  In the event that the Trustee, in its reasonable
discretion, determines that any Instruction or part thereof is illegal, the
Trustee shall, to the extent permitted by the laws, immediately notify the
Settlors of the same in writing and may suspend any action required by the
Instruction until such time as confirmation from a legal counsel can be obtained
as to whether or not the Instruction is illegal.  The Trustee shall
not be liable for any damage or loss suffered by the Trust Assets resulting from
the Trustee’s refusal to act in accordance with any illegal Instruction or from
Trustee’s suspension of act in accordance with this Agreement.

     

    
      3.4           
Administration of the Trust
Assets

    

     

    3.4.1          During
the term of this Agreement, the Equipment shall be administered and manipulated
at Celsia Taiwan's command.  The Trustee shall not have any duties or
responsibilities to Celsia Taiwan and the Creditors for any damage, robbery and
loss of the Equipment.  Each month, Celsia Taiwan shall provide a list
of the Equipment to the Trustee.  Celsia Taiwan agrees that the
responsibility of the Trustee to administrate the Equipment is only to keep the
list of the Equipment provided by Celsia Taiwan.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    3.4.2         
During the term of this Agreement, the Trustee shall act in good faith, with due
care and in accordance with Article 22 of the Trust Act of the ROC with respect
to the administration of the Trust Assets and related matters as provided for in
this Agreement.  In the event that maintenance of the Trust Assets or
performance of the Trustee’s obligations pursuant to this Agreement become
illegal, invalid or unenforceable, the Trustee shall promptly notify the
Settlors and the Collateral Agent in writing.  The Trustee may obtain
an advice from a legal counsel in order to confirm the legality of the
Instructions.  After obtaining a positive confirmation, the Trustee
shall promptly implement the Instruction. If the legal advice is reasonably
required and the Trustee so requests, the Settlors shall be responsible for the
payment of the legal counsel’s reasonable fees and disbursements.  If
the Settlors fail to do so within a reasonable time, the legal counsel’s fees
and disbursements shall be payable from the Trust Assets as provided in Articles
5.1.2 and 6.1

     

    3.4.3          The
Trustee shall not make any Lien on the Trust Assets during the term of this
Agreement.

     

    3.4.4          The
Trustee shall not, unless required by applicable laws, pursuant to this
Agreement or pursuant to any lawful and permitted Instruction, take any action
that may adversely affect the value of the Trust Assets.  In the event
that the Trustee is required by applicable laws or otherwise to take any action
that may adversely affect the value of the Trust Assets, the Trustee shall
promptly provide the Settlors and the Collateral Agent with a written notice
prior to taking any such action and shall seek the Instruction from the
Settlors.

     

    3.4.5          The
Trustee shall not be responsible for any loss or damage incurred due to (i) acts
taken by the Trustee in accordance with any Instruction or (ii) the omission or
delay of any Instruction from the Settlors unless attributable to the gross
negligence or willful misconduct of the Trustee.

     

    3.4.6          The
Trustee shall provide the Settlors and the Collateral Agent a trust report that
sets forth details of the administration and/or the performance of the Trust
Assets each half year.  During the term of this Agreement, the
Settlors and the Collateral Agent, each at it’s own expense, may, from time to
time by giving a ten (10) Business Days prior written notice, review, copy or
make extracts from the books and accounts of the Trust Assets during normal
business hours of the Trustee.

     

    3.4.7          Within
seven (7) Business Days of receiving any notice, documentation or information
regarding the Trust Assets, the Trustee shall forward the same or copies of the
same to the Settlors and the Collateral Agent.

     

    3.4.8          The
Trustee and the Settlors/ Beneficiaries shall not:

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              make
      loans to or borrow from the Trust Assets or incur or permit the incurrence
      of any Lien or other encumbrance over any of the Trust
    Assets;

            


    

     

    
      	
               
      

            	
              (b)

            	
              make
      loans to third parties, whether or not for the benefit of any Beneficiary,
      using the Trust Assets;

            


    

     

    
      	
               
      

            	
              (c)

            	
              take
      or fail to take any action that may violate this Agreement or applicable
      laws or be contrary to the interests of the Beneficiaries;
    or

            


    

     

    
      	
               
      

            	
              (d)

            	
              sell,
      transfer, assign or otherwise dispose of any of the Trust Assets unless
      otherwise permitted under this Agreement and applicable
    laws.

            


    

     

    3.4.9          The
Trustee shall, without additional fees or charges to the Settlors, remit the
Cash Distributions to the bank account of Celsia USA set forth in Appendix
D within five (5) business days of receipt of the same.

     

    3.4.10        The
Trustee shall appoint a representative agreed by Celsia USA to attend all
shareholders’ meetings of Celsia Taiwan to vote on all matters at such meetings
in accordance with the Company Act of the ROC and any applicable
laws.  Celsia USA shall provide the Instructions to the Trustee
regarding its decision to the agenda of the shareholders
meeting.  During said meetings, the representative shall act in
accordance with instructions of Celsia USA only; provided that such instructions
do not violate any provision of this Agreement or applicable laws.

     

    ARTICLE
4

     

    LIABILITIES
AND IMMUNITIES OF THE TRUSTEE

     

    
      4.1           
Liabilities of the
Trustee

    

     

    4.1.1          Unless
otherwise provided for in this Agreement, the Trustee and its directors and
officers in charge shall be jointly and severally liable to the Beneficiaries
for any damage or loss of the Trust Assets or any part thereof resulting from
their breach of the provisions of this Agreement or for any breach of Article 35
of the Trust Enterprise Law of the ROC.  Further, if any profits or
benefits are acquired by the Trustee as a result of the Trustee’s breach hereof,
such profits or benefits shall be deemed part of the Trust Assets.

     

    4.1.2          The
Trustee shall be liable for damages or losses suffered by the Beneficiaries or
to the Trust Assets as a result of the Trustee’s failure to exercise due care
and good faith in properly selecting, and supervising any agents
attorneys-in-fact, or experts selected and employed by it unless such agents,
attorneys, or experts are jointly selected and instructed by the Trustee and the
Settlors.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      4.2            
Immunities

    

     

    4.2.1          The
Trustee shall not have any duties or responsibilities to the Beneficiaries
except those expressly set forth in this Agreement or those duties and fiduciary
obligations to the Beneficiaries as provided by applicable laws.

     

    4.2.2          No
damage or loss suffered by the Beneficiaries or the Trust Assets resulting from
any event of force majeure, change of law or regulation, government act or other
event not imputed to the Trustee shall be borne by the Trustee.

     

    4.2.3          Except
for the Trustee’s acts of gross negligence or willful misconduct or as otherwise
provided in this Agreement, the Trustee shall not be responsible for any act or
omission required by any Instruction.

     

    4.2.4          Unless
and until all expenses or fees incurred by the Trustee in connection with this
Agreement have been reimbursed or reasonable arrangements for payment or
reimbursement are made, the Trustee shall refrain from taking any action which
may incur any expenses or fees and shall not be liable for the result
thereof.

     

    
      4.3           
Reliance by the
Trustee

    

     

    The
Trustee shall be entitled to rely upon any Instruction, certificate, notice or
other document (including any telegram or telecopy) duly signed by the Settlors
which is reasonably believed by the Trustee to be genuine.

     

    ARTICLE
5

     

    DISPOSAL,
RETURN AND DISTRIBUTION OF TRUST ASSETS

     

    
      5.1           
Disposal and Return of Trust
Assets in Early Termination

    

     

    5.1.1          Within
three (3) Business Days after the termination of this Agreement pursuant to
Article 7.2 (c) of this Agreement, the Collateral Agent may issue and deliver to
the Trustee an instruction bearing the specimen signature set forth in Appendix
E (the “Distribution
Notice“), with a copy to each of the Settlors, which shall
specify:

     

    
      	
               
      

            	
              (a)

            	
              the
      buyer designated by the Collateral
Agent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      number and selling price of the existing Equipment required to be sold to
      (i) fund payments due to the Creditors under the Contractual Obligations
      and (ii) pay the Fees and Expenses (as defined below in Article 6.1) to
      the Trustee;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      number and selling price of the Escrow Shares and the Distributions
      required to be sold to (i) fund payments due to the Creditors under the
      Contractual Obligations and (ii) pay the Fees and Expenses to the Trustee;
      and

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              the
      number and selling price of the Trust Assets other than the Escrow Shares,
      the Distributions, and the existing Equipments required to be sold to (i)
      fund payments due to the Creditors under the Contractual Obligations and
      (ii) pay the Fees and Expenses to the
Trustee.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Payments
      should be made directly to the Creditors pro-rata (based on their
      debentures), pursuant to the instructions provided by the Collateral
      Agent.

            


    

     

    On the
termination of this Agreement, Celsia Taiwan shall provide a list of the
existing Equipment and a description of the Equipment’s conditions to the
Trustee.  The Trustee shall sell the Trust Assets in accordance with
the Distribution Notice.  Celia Taiwan covenants that it will
cooperate with the Trustee for the sale or transfer of the
Equipment.

     

    5.1.2        Within
five (5) Business Days of the completion of the sale (if any) of the Escrow
Shares, the Distribution, the Equipment and other Trust Assets to fund the cash
payments referred to in and in accordance with this Article 5.1.1, the Trustee
shall use the proceeds from the sale to (a) firstly pay the Fees and Expenses
incurred in accordance with this Agreement, (b) secondly, pay the specific
amounts specified in the Distribution Notice to the Creditors, and (c) thirdly,
distribute the remaining amounts and the Trust Assets to the Beneficiaries. Both
Settlors agree that Trustee’s distribution to the Collateral Agent would be
deemed to return that part of the Trust Assets to the Settlors.

     

    
      5.2           
Designated
Accounts

    

     

    For the
purpose of administrating the Distribution in accordance with this Agreement,
each of the Beneficiaries shall otherwise designate its bank and/or securities
accounts by giving written notices of the details of such accounts to the
Trustee upon signing of this Agreement.

     

    ARTICLE
6

     

    EXPENSES
AND REMUNERATION

     

    
      	
              6.1

            	
              The
      Settlors agree that the Trustee’s Fee and all disbursements, costs and
      expenses reasonably incurred by the Trustee in accordance with this
      Agreement, including those set forth in Article 6.2 (collectively, “Fees and Expenses”),
      shall be borne by the Settlors, and shall be deducted directly from the
      Trust Assets if the Settlors have not otherwise made the
      payment.  Before the termination or expiration of this
      Agreement, if the Trustee deducts any Fees and Expenses from Trust Assets,
      the Settlors shall immediately make up any such deducted Trust
      Assets.

            


    

     

    
      	
              6.2

            	
              The
      Trustee’s Fee shall be calculated as follows: NTD 300,000 for the first
      contractual year from the date hereof, to be paid upon the execution of
      this Agreement, and 0.5% of the book value of the Trust Assets or NTD
      300,000 (whichever is higher) for each
      contractual year beginning from the expiration of the first contractual
      year.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              6.3

            	
              The
      Settlors shall indemnify any of the Creditors for the full amount of any
      taxes paid or payable by such Creditor incurring in relation to the
      receipt of any of the Trust Assets or any cost, loss or liability
      (including penalties, interest and expenses) arising therefrom or with
      respect thereto.  Such indemnification shall be made within five
      (5) days from the date the Creditor makes written demand (which demand
      shall be in reasonable detail and include a certificate from the Creditor
      as applicable evidencing the amount due
  therefor).

            


    

     

    ARTICLE
7

     

    
      TERM
AND TERMINATION

    

    
      
      

    

     

    7.1           Term

     

    Unless
earlier terminated in accordance with this Agreement or any applicable laws or
regulations of the ROC, this Agreement is a continuing agreement, and shall
remain in full force and effect in all respects until the expiry of the Trust
Period.

     

    7.2           Early
Termination

     

    This
Agreement shall be terminated upon the occurrence of any one of the following
events:

     

    
      	
               
      

            	
              (a)

            	
              pursuant
      to an order of a Governmental Authority or a final judgment of a court
      with competent jurisdiction;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Trustee’s written notification to the Settlors of their failure to cure
      their breach of this Agreement (if curable) within five (5) Business Days
      from their receipt of a written notice of curing the breach from the
      Trustee; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Trustee’s receipt of an written notice from the Collateral Agent bearing
      the specimen signature set forth in Appendix
      E, with a copy given by the Collateral Agent to each of the
      Settlors, indicating that an Event of Default
  happened.

            


    

     

    7.3           Consequence of Expiry or
Termination

     

    Unless
otherwise agreed in writing by the Parties or provided in this Agreement (e.g.
Article 5.1), in the event of expiry or termination of this Agreement, the
Trustee shall,

     

    
      	
               
      

            	
              (a)

            	
              firstly,
      should there be any payable Fees and Expenses that remain unpaid by the
      Settlors, sell the Trust Assets to the extent of an amount in cash no less
      than the Fees and Expenses to the Trustee and then deduct and/or pay all
      amounts of Fees and Expenses; and

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              secondly,
      return and distribute the remaining Trust Assets (if any) to the
      Beneficiaries respectively.

            


    

     

    ARTICLE
8

    MISCELLANEOUS

     

    
      	
              8.1 

            	
              Confidentiality

            


    

     

    The
Trustee shall maintain in confidence, and shall cause its directors, officers,
employees, representatives, agents, and advisors to maintain in confidence, any
written, oral, or other information obtained as the result of or in connection
with this Agreement , unless (i) such information is already known to
others,(ii) the use of such information is necessary or appropriate in making
any filing or obtaining any consent or approval required for its performance of
duties or obligations under this Agreement; provided, that the Trustee will, to
the extent practicable and permitted by law, notify the Settlors prior to any
such disclosure, (iii) the furnishing or use of information is required by law,
regulation, court order, or order of a national stock exchange on which the
Escrow Shares or the shares of the Trustee are listed, or (iv) the disclosure of
such information is made for the purpose of protecting the Party’s rights or
interests.

     

    
      	
              8.2 

            	
              Amendments

            


    

     

    This
Agreement shall not be amended, supplemented or otherwise modified except by
prior written consents of all Parties and the Collateral Agent.

     

    
      	
              8.3 

            	
              Successors and
      Assign

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of each of the
Settlors, the Trustee, and their respective successors and permitted
assign.  The Trustee may not assign any of its rights or obligations
hereunder except pursuant to an order or judgment of a court with competent
jurisdiction.  The Settlors may not assign any of their rights or
obligations hereunder except with the written consent of the Trustee and the
Collateral Agent.

     

    
      	
              8.4 

            	
              Clarification

            


    

     

    The
Trustee may provide the Settlors/Beneficiaries legal and tax advices as possible
as the Trustee deems necessary.  However, the Governmental Authority
may have different opinions from the advices provided by the Trustee, including
but not limited to the tax base, tax rate, etc.  The Settlors shall
ask their legal and tax consultants for the relevant legal, tax and related
risks.  The Trustee makes no representation or guarantee to any legal
or tax advices given under this Agreement.  The Settlors confirm that
they have entered into this Agreement at their own discretions.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              8.5 

            	
              No
      Waiver

            


    

     

    No
failure on the part of any Party or any its agents, nominees or representatives
to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise by any Party or any of its
agents, nominees or representatives of any right, power or remedy hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or remedy.  The remedies herein are cumulative and are
not exclusive of any remedies provided by law.

     

    
      	
              8.6 

            	
              Notices

            


    

     

    Any
Distribution Notice, Instruction or other notice under this Agreement shall be
made in writing and delivered with a hard copy by a registered
mail.  Any Distribution Notice or Instruction or other notice sent by
the above-mentioned way shall be deemed given or made on the date of the actual
receipt.  Any Distribution Notice, Instruction or other notice must be
addressed as set forth below (or pursuant to such other address as may be
designated in writing by the Party to receive such notice in accordance with
this Article 8.6).

     

    To the
Settlors:

     

    Celsia
Technologies, Inc.

    Address:
1395 Brickell Avenue, Suite 800, Miami, Florida 33131

    Facsimile:
1-305-359-9698

    Telephone:
1-305-529-6290

    Attention:
Jorge Fernandez

    


    Celsia
Technologies Taiwan, Inc.

    Address:
No. 2, Heding Road, Jhongli City, Taoyuan County 320, Taiwan, ROC

    Facsimile:  +866-3-462-3452

    Telephone:
+866-3-462-4957

    Attention:  Chien-Hung
Sun

    


    To the
Trustee:

     

    Chinatrust
Commercial Bank, Ltd.

    4F, NO.3,
SUNG SHOU ROAD

    TAIPEI
110, TAIWAN, R.O.C.

    Facsimile:

    Telephone:

    Attention:


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    With a
copy to

    Chinatrust
Commercial Bank, Ltd.

    9F, NO.3,
SUNG SHOU ROAD

    TAIPEI
110, TAIWAN, R.O.C.

    Facsimile:

    Telephone:

    Attention:

    


     

    To the Collateral
Agent:

     

    Midsummer
Ventures, L.P.

    c/o
Midsummer Capital

    Address:
295 Madison Avenue, 38th Floor

     New York,
NY 10017, USA

    Attention:
Alan
Benaim and Alisa Butchkowski

    


    with a
copy to

    (which
shall not constitute notice to the Collateral Agent)

    Feldman
Weinstein & Smith LLP

    420
Lexington Avenue, New Your, NY 10170, USA

    Attention:
Robert Charron, Esq.

     

    
      	
              8.7 

            	
              Headings

            


    

     

    Captions
and article headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

     

    
      	
              8.8 

            	
              Counterparts

            


    

     

    This
Agreement may be executed in any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

     

    
      	
              8.9 

            	
              Governing Law and
      Dispute Resolution

            


    

     

    8.9.1         This
Agreement and the rights and obligations of the Parties under this Agreement
shall be governed by, and construed in accordance with, the laws of the ROC,
without regard to the conflict of laws rules thereof.

     

    8.9.2         The
Parties hereby irrevocably submit to the non-exclusive jurisdiction of the
Taipei District Court, ROC.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their respective officers or representatives hereunto duly authorized, as of the
day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SETTLORS/BENEFICIARIES

                              
	 
      
	
                                CELSIA
      TECHNOLOGIES, INC.

                              
	 
      
	/s/
      George A. Meyer IV
	
                                Name:  George
      A. Meyer IV

                              
	Title:   
      Chief Technology Officer
	
                                Address:
      1395 Brickell Avenue, Suite 800, Miami, Florida 33131

                              
	 
      
	
                                CELSIA
      TECHNOLOGIES TAIWAN, INC.

                              
	 
      
	/s/
      George A. Meyer IV
	
                                Name:
      George A. Meyer IV

                              
	Title:   Chairman
	
                                Address:
      No. 2, Heding Road, Jhongli City, Taoyuan County 320, Taiwan,
      ROC

                              
	 
      
	
                                TRUSTEE

                              
	 
      
	
                                CHINATRUST
      COMMERCIAL BANK, LTD.

                              
	 
      
	
                                By:

                              	/s/
      Chen Chiu-Wen
	
                                Name:
      Chen Chiu-Wen

                              
	
                                Title:
      President

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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