Patent
License Agreement

    License
Owner: Junning Ma

    
       

      Address:Unit O-R, Fortune
Plaza, Shennan Road Futian District, Shenzhen Guangdong Province, China,
518000

    

     


    Licensee:
Shenzhen ORB-Fortune New-Material Co., Ltd.

    
      Address:
Unit O-R, Fortune Plaza, Shennan Road Futian District, Shenzhen Guangdong
Province, China, 518000

    

    Legal
Representative: Junning Ma

    


    Whereas:

    
      	
              1.

            	
              Junning
      Ma, the license owner, owns the patent of “A polyurethane adhesive /
      sealant composition and its preparation method” (Patent No. ZL98119666.7,
      Filing Date: September 21, 1998, Authorized Date: November 21, 2001, and
      Statutory Patent Expiration Date: November 21, 2021); and owns the
      implementation of the technology involved in patent and technology
      secrets.

            


    

    
      	
              2.

            	
              Shenzhen
      ORB-Fortune New-Material Co., Ltd, the licensee, running its business in
      the field of chemical materials, understands the patented technology, and
      wants a permission to implement the patented technology (including secret
      and process of the technology).

            


    

    
      	
              3.

            	
              License
      Owner agrees to grant a license of patent for
  Licensee.

            


    

    


    This
Agreement is signed and abided on a mutuality voluntary and friendly negotiation
based on and between the following License Owner and Licensee:

    


    
      	
              1.

            	
              Terms
      and Phrases

            


    

    
      	
              1.1

            	
              Patent—Authorized
      by the State Intellectual Property Office of the PRC, the patent refers to
      this agreement that the License Owner permits the Licensee to implement.
      (Patent No. 98119666.7, Name of invention: A polyurethane adhesive /
      sealant composition and its preparation
method)

            


    

    
      	
              1.2

            	
              Technology
      Secret (Know-How) –Means that the technology of the Patent that hasn’t
      entered to the public and is required to implement this agreement and
      contributed in the industrialized production to the best use of
      technology.

            


    

    
      	
              1.3

            	
              Technical
      Document—Refers to all application and implementation of the Patent
      documents and related technical secrets and design drawings, process
      drawings, process recipes, and tooling, equipments and other technical
      information of manufacturing the contract
  products.

            


    

    
      	
              1.4

            	
              Contract
      Product—Means that the Licensee manufactures the product using the
      technology provided by license.

            


    

    
      	
              1.5

            	
              Technical
      Services—Means that the License Owner provides service to Licensee for
      implement the Patent technology mentioned by this agreement, including
      teaching techniques and training
staff

            


    

    
      	
              1.6

            	
              Sales
      Revenue—Refers to sales revenue from selling Contract Products by
      Licensee

            


    

    
      	
              1.7

            	
              Net
      Sales Revenue—Resulting from Sales Revenue minus package fee,
      transportation fee, tax, advertisement fee and business
      discounts

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.8

            	
              Net
      Profit—Refers to total sales revenue minus cost and
  tax.

            


    

    
      	
              1.9

            	
              Technology
      Improvement—Means that the License Owner permits the licensee to implement
      the technology based on improved
technology

            


    

    
      	
              1.10

            	
              General
      Licensing—Means that while the License Owner permits the licensee to
      implement the patented technology in the terms, region and technical
      fields, License Owner reserves the right to implement the patented
      technology, and can continue to grant the license to any entity or
      individual besides the Licensee to implement the patented
      technology

            


    

    
      	
              1.11

            	
              Non-Exclusive
      Licensing—Means that while the License Owner permits the licensee to
      implement the patented technology in the terms, region and technical
      fields, License Owner reserves the right to implement the patented
      technology, but can not grant the license to any entity or individual to
      implement the patented technology except for the
  Licensee.

            


    

    
      	
              1.12

            	
              Exclusive
      Licensing—Means that while the License Owner permits the licensee to
      implement the patented technology in the terms, region and technical
      fields, the License Owner and any other entity or individual are
      prohibited to implement the patented
technology

            


    

    
      	
              1.13

            	
              Sublicense—Means
      Licensee can only grant the patent license to a third party with the
      permission of the License Owner.

            


    

     

    
      	
              2.

            	
              The
      method and scope of the patent
license

            


    

    The
method of the patent license is Exclusive Licensing; within the laws and
regulations, Licensee enjoys all the rights of the patent-related.

    


    
      	
              3.

            	
              The
      technical content of the Patent

            


    

    License
Owner provides Licensee all document and information about the Patent whose
patent number is ZL98119666.7, named “A polyurethane adhesive / sealant
composition and its preparation method”, and also provides process documents of
implementation the patented technology, equipment list (or equipment) of
manufacturing the Contract Products, and technology secret of implementation the
patented technology

    


    
      	
              4.

            	
              The
      delivery of technical information

            


    

    License
Owner delivers all the information mentioned in Article 3 to Licensee on the
date of signing this agreement

    


    
      	
              5.

            	
              Price
      and Payment Method

            


    

    
      	
              5.1

            	
              During
      the validity period, the License Owner grants a free exclusive license to
      the Licensee for using the Patent

            


    

    
      	
              5.2

            	
              License
      Owner is entitled to reimburse the cost of maintaining the patent by
      Licensee

            


    

    


    
      	
              6.

            	
              Verification
      and Acceptance

            


    

    
      	
              6.1

            	
              Under
      the guidance of the License Owner, Licensee manufactures the Contract
      Product which are required to meet technical performance and quality
      indicators provided by License Owner, and also to meet national
      standard

            


    

    
      	
              6.2

            	
              Acceptance
      is organized by Licensee. License Owner participates in the Acceptance and
      provides positive supports. The cost of Acceptance is borne by the
      Licensee

            


    

    
      	
              6.3

            	
              If
      Acceptance is unqualified caused by technical defects, License Owner is
      responsible for measures of eliminating defects. If the second Acceptance
      is still unqualified and License Owner can’t eliminate defects, Licensee
      has the right to terminate the
contract

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.4

            	
              If
      Acceptance is unqualified caused by Licensee, License Owner shall assist
      the Licensee to carry out remedies. If the second Acceptance is still
      unqualified and Licensee is unable to implement the technology contract,
      License Owner has the right to terminate the
  contract.

            


    

    


    
      	
              7.

            	
              Confidentiality
      of technology secret

            


    

    
      	
              7.1

            	
              All
      technical information under this agreement shall be not disclosed to a
      third party by Licensee no matter when in the agreement’s validity period
      or after the expiry of the
agreement.

            


    

    
      	
              7.2

            	
              Licensee
      shall ensure that its employees who will be using the patent technology
      comply with the article 7.1

            


    

    
      	
              7.3

            	
              All
      the technical information under this agreement shall be kept strictly
      confidential by Licensee

            


    

    
      	
              7.4

            	
              Licensee
      shall not copy confidential information of the technology without
      permission. The Licensee shall return all the confidential information of
      the technology to License Owner after the contract is finished, terminated
      or changed.

            


    

    


    
      	
              8.

            	
              Technical
      Service and Training

            


    

    
      	
              8.1

            	
              The
      License Owner begins to teach the technology of the contract to the
      Licensee from the date that the contract is signed, and answers the
      Licensee’s questions about how to use the contract
    technology.

            


    

    
      	
              8.2

            	
              The
      License Owner shall send a specialist to the Licensee’s factory to give
      technological assistance and also provide training to the Licensee’s
      staff, who need to satisfy the License owner’s reasonable
      request.

            


    

    
      	
              8.3

            	
              The
      Licensee can send staff to the License Owner’s place to receive training
      and technological guidance.

            


    

    
      	
              8.4

            	
              Technological
      service and training quality are subject to how much technology the
      training staff has mastered.

            


    

    
      	
              8.5

            	
              The
      Licensee shall bear all the expense like traveling and boarding expense in
      the period of technological service and
  training.

            


    

    


    
      	
              9.

            	
              Technical
      Improvement and Sharing

            


    

    
      	
              9.1

            	
              During
      the validity of the contract, if either of the two parties effects
      improvement on or development of the contract technology, the said party
      shall inform the other party in
time.

            


    

    
      	
              9.2

            	
              The
      License Owner reserves the right to apply for patent for the improved
      technology, provided that the Licensee has done substantive improvement on
      of development of the said patent, but the Licensee can use the patent for
      free.

            


    

    
      	
              9.3

            	
              If
      any small improvement is made, the two parties are free of charge to use
      the said improvement.

            


    

    
      	
              9.4

            	
              During
      the period of application for improved patent, the other party is obliged
      to keep the improved technology confidential, and is not allow to release
      or transfer the improved technology to a third party without
      permission.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.

            	
              Breach
      of the Agreement and Claims

            


    

    If either
of the parties breached the contract, the other party would reserve the right to
terminate the contract provided the former party has been given written warning
but still hasn’t stop breached behavior.

    


    
      	
              11.

            	
              Dealing
      with Infringements

            


    

    
      	
              11.1

            	
              During
      the validity of the contract, the License Owner shall be responsible for
      solving the matter if the Licensee is of accusation of infringing the
      technology.

            


    

    
      	
              11.2

            	
              The
      either of the two parties shall inform the other party if the patent is
      infringed by a third party. The License Owner is responsible for
      negotiation with the said third party, or appeal to patent management
      organization, or sue it to People’s Court of Law. The Licensee shall give
      assistance.

            


    

    


    
      	
              12.

            	
              Response
      method when Patent is revoked or declared
  invalid

            


    

    If the
Patent is revoked or declared invalid in the validity of the contract, the
contract will be terminated immediately

    


    
      	
              13.

            	
              Force
      Majeure

            


    

    
      	
              13.1

            	
              If
      either of the contracting parties is prevented from executing the
      Agreement by Force Majeure events such as war, serious flood, fire,
      typhoon and earthquake, or other events agreed upon between both parties,
      the both parties shall take appropriate measures to mitigate the loss and
      inform the other party with the shortest possible time of the occurrence
      of the Force Majeure event

            


    

    
      	
              13.2

            	
              If the Force Majeure event(s)
      last(s) within 6 months, the term for the execution of the Agreement may
      be extended accordingly.

            


    

    
      	
              13.3

            	
              If the Force Majeure event(s)
      last(s) over 6 months, the Agreement will be terminated
      immediately

            


    

    


    
      	
              14.

            	
              Taxes
      and Duties

            


    

    The taxes
and duties involving in this Agreement shall be borne by the
Licensee

    


    
      	
              15.

            	
              Arbitration

            


    

    
      	
              15.1

            	
              All
      disputes arisen from execution of the contract shall be settled through
      friendly consultation between the two parties according to the articles of
      this agreement.

            


    

    
      	
              15.2

            	
              In
      case no settlement can be reached through consultations, the disputes
      shall be submitted to the People’s
Court.

            


    

    


    
      	
              16.

            	
              Effectiveness,
      Change and Termination of the
Agreement

            


    

    
      	
              16.1

            	
              The
      contract is effective as soon as it is signed and stamped by the License
      Owner and Licensee, and is valid from the effective date to November 21,
      2021.

            


    

    
      	
              16.2

            	
              If
      the Licensee doesn’t implement the patented technology without justifiable
      reasons, this Agreement will become General Licensing automatically after
      two years from the effective date.

            


    

    
      	
              16.3

            	
              If
      this contract is not implemented caused by the Licensee, this agreement is
      terminated or changed on the condition that both parties
      agree.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              17.

            	
              Others

            


    

    Both
parties shall negotiate or supplement the agreement for the matters not covered
in this contract.

    


    
      	
              /s/ Junning Ma

            	 
      


    

    License
Owner: Junning Ma

    


    
      	
              /s/ Guangning Xu

            	 
      


    

    Licensee:
Shenzhen ORB-Fortune New-Material Co., Ltd. (official stamp)

    Representative
: Guangning Xu

      


    Date:
January 15, 2010