exv4w12






Exhibit 4.12




PROFIT STAR LIMITED

CONFIDENTIAL INFORMATION AGREEMENT




     THIS
CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is entered into as of August 1st,
2007 (the “Effective Date”), by and among PROFIT STAR LIMITED, an exempted company duly
incorporated and validly existing under the Laws of the Cayman
Islands (the “Company”), Zhu Qinyi
(),
Song Tao (), Ou Li (),
Tang Yan (), Xia Zhiyi (),
Jin Zi (),
Qu Guoping (), Wu Wenjie (), Wang
Zhe (), Yan
Qing (),
Zeng Rui (), and Shao Wanyan (),
each a citizen of PRC (collectively the
“Shareholders” and each, a
“Shareholder”), Each of the Company and the Shareholders shall be
referred to individually as a “Party” and
collectively as the “Parties”



RECITAL





	A.	 	The Shareholders collectively own one hundred percent (100%) of the issued and outstanding
shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred
percent (100%) of the issued and outstanding shares of the Company.
	 
	B.	 	A Series A Preferred Share and Warrant Purchase
Agreement (the “Share Purchase Agreement”)
was entered into on July 16, 2007 by and among the Company, the Shareholders and certain
other parties thereto.
	 
	C.	 	It is a condition precedent of Closing under the Share Purchase Agreement that the Company
and the Shareholders enter into this Agreement.





WITNESSETH




     NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and
covenants set forth herein and other good and valuable consideration,
the Parties agree as
follows:



     1. Definitions.



     Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in
the Share Purchase Agreement.



     2. Confidential Information.



          A. Company Information. Each of the undersigned Shareholders agrees that such
Shareholder will not (i) use or exploit any Confidential Information (as defined herein) for his
or her own use or for any purpose other than that approved by the Company, or (ii) disclose,
publish or otherwise disseminate any Confidential Information to any person, firm, company,
association or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing,
each undersigned Shareholder will not have confidentiality obligations hereunder to the extent
that the Confidential Information (i) is now in the public domain, or hereafter enters the public
domain other than through a breach of the provisions hereof or of a confidential relationship with
the Company or any member




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of the Company Group, or (ii) is legally required to be disclosed by any judicial or
administrative body having authority to compel such disclosure. Each undersigned Shareholder will
use its best efforts to notify the Company or any member of the Company Group (as the case may be)
in writing prior to disclosing any documents pursuant to court order so that the Company and/or the
member of the Company Group may have sufficient time to contest such court order. Each of the
undersigned Shareholders understands that “Confidential Information” means the terms of the
Transaction Documents and any and all information that has been created, discovered, or developed
by, or otherwise become known to the Company and/or any member of the Company Group (including,
without limitation, information created, discovered, developed or made known to the Company and/or
member of the Company Group by a Shareholder arising out of any services he or she performs for the
Company and/or any member of the Company Group) or in which property rights have been or may be
assigned or otherwise conveyed to the Company or any member of the Company Group, which information
has commercial value to the Company or any member of the Company Group and is treated by the
Company or any member of the Company Group as confidential, is confidential and proprietary
information belonging solely to the Company or the relevant member of the Company Group.
Confidential Information shall include, but shall not be limited to, all product designs and other
information concerning the Company or a member of the Company Group, their business or the business
of any of their customers, their business plans and projects, computer programs, know-how,
improvements, marketing plans, pricing, strategies, forecasts, budgets, projections, developments,
manufacturing information, technical and engineering information, information regarding
procurement, sale activities, credit and financial data, customer lists, trade secrets, patents,
copyrights and all other inventions, ideas, original works or authorships and discoveries whether
patentable, copyrightable or not, which are created, learned or accessible to such Shareholder in
connection with its relationship with the Company or any member of the Company Group.




          B. Former Employer Information. Each of the undersigned Shareholders agrees
not to improperly use or disclose any proprietary information or trade secrets of any former
or
concurrent employer or other person or entity and to not bring onto the premises of the
Company or
any member of the Company Group any unpublished document or proprietary information belonging
to any such employer, person or entity unless consented to in writing by such employer, person
or
entity.




          C. Third Party Information. Each of the undersigned Shareholders recognizes that
the Company or any member of the Company Group has received and in the future will receive
from
third parties their confidential or proprietary information subject to a duty on the Company
or any
member of the Company Group’s part to maintain the confidentiality of such information and to
use
it only for certain limited purposes. Each of the undersigned
Shareholders agrees to hold all
such
confidential or proprietary information in the strictest confidence and not to disclose it to
any person,
firm or corporation or to use it except as necessary in carrying out
my work for the Company
or any
member of the Company Group consistent with the agreement between the Company or any member
of the Company Group and such third party.




     3. Term. Each of the undersigned Shareholders agrees that both during the
term of his or her employment with the Company Group and after the employment or any (directly or
indirectly) shareholding relationship with the Company or any member of the Company Group is
terminated,



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such Shareholder shall have the obligation of keeping the above-mentioned Confidential
Information confidential for at least two (2) years thereafter.




     4. Returning
Company Documents. Each of the undersigned Shareholders agrees that, at
the time of terminating his or her employment or any (directly or indirectly) shareholding
relationship with the Company or any member of the Company Group, such Shareholder will
deliver
to the Company (and will not keep in such Shareholder’s possession, recreate or deliver to
anyone
else) or any member of the Company Group (as the case maybe) any and all devices, records,
data,
notes, reports, proposals, lists, correspondence, specifications, drawings blueprints,
sketches,
materials, equipment, other documents or property, or reproductions of any aforementioned
items
developed by such Shareholder pursuant to his or her employment or any (directly or
indirectly)
shareholding relationship with the Company (or any member of the Company Group) or otherwise
belonging to the Company (or any member of the Company Group), its successors or assigns. In
the
event of the termination of a Shareholder’s employment or any (directly or indirectly)
shareholding
relationship with the Company Group, such Shareholder agrees to sign and deliver the
“Termination
Certification” attached hereto as
Exhibit A.



     5. Commitment. Each of the undersigned Shareholders agrees that, other than is
necessary
to fulfill his or her responsibilities to the Company and/or or any member of the Company
Group,
such Shareholder will not remove or have removed from the premises of the Company’s or any the
member of the Company Group any notebooks, reports, letters, manuals, listings, data, data
bases,
drawings, blueprints, notes, sketches, materials, references, memoranda, documentation, or
other
materials, directly or indirectly relating to any Confidential Information, including all
copies of such
material, whether in hard copy, electronic media or in any other form belonging to the Company
or
any member of the Company Group, or their customers, without first obtaining the written
consent
of the Company or the member of the Company Group, as the case may be.



     6. Notification of New Employer. In the event that any Shareholder ends his or her
employment with the Company or any member of the Company Group (as the case maybe), such
Shareholder hereby grant consent to notification by the Company to his or her new employer
about
his or her rights and obligations under this Agreement.



     7. Conflict
of Interest Guidelines. Each of the undersigned Shareholders agrees to
diligently adhere to the Conflict of Interest Guidelines attached as Exhibit B hereto.



     8. Representations. Each of the undersigned Shareholders agrees to execute any
proper
oath or verify any proper document required to carry out the terms of this Agreement. Each of
the
undersigned Shareholders represents that his or her performance of all the terms of this
Agreement
will not breach any agreement to keep in confidence proprietary information acquired by such
Shareholder in confidence or in trust prior to his or her employment or (direct or indirect)
shareholding relationship with the Company or any member of the Company Group. Each of the
undersigned Shareholders hereby represents and warrants that such Shareholder has not entered
into,
and will not enter into, any oral or written agreement in conflict herewith.



     9. Miscellaneous.



Confidential Information Agreement








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          A. This Agreement shall be governed by and construed in accordance with the
laws of the Hong Kong as to matters within the scope thereof and without regard to its
principles of
conflicts of laws. Any dispute, controversy or claim arising out of or relating to this
Agreement, or
the interpretation, breach, termination or validity hereof, shall first be subject to
resolution through
consultation of the parties to such dispute, controversy or claim. Such consultation shall
begin
within seven (7) days after one Party hereto has delivered to the other Parties involved a written
request for such consultation. If within thirty (30) days following the commencement of
such
consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration
upon the
request of any Party with notice to the other Parties.




          B.
The arbitration shall be conducted in Hong Kong under the auspices of the
Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three (3)
arbitrators.
The complainant and the respondent to such dispute shall each select one arbitrator within
thirty (30)
days after giving or receiving the demand for arbitration. Such arbitrators shall be freely
selected,
and the Parties shall not be limited in their selection to any prescribed list. The Chairman
of the
HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong.
If
either party to the arbitration does not appoint an arbitrator who has consented to participate
within
thirty (30) days after selection of the first arbitrator, the relevant appointment shall be
made by the
Chairman of the HKIAC.




               The arbitration proceedings shall be conducted in English. The arbitration tribunal shall
apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if
such rules are in conflict with the provisions of this paragraph, including the provisions
concerning the appointment of arbitrators, the provisions of this paragraph shall prevail.



               The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly
in accordance with the substantive law of Hong Kong shall not apply any other substantive law.



               Each Party hereto shall cooperate with any Party to the dispute in making full disclosure of
and providing complete access to all information and documents requested by such Party in
connection with such arbitration proceedings, subject only to any confidentiality obligations
binding on the Party receiving the request.



               The award of the arbitration tribunal shall be final and binding upon the disputing parties,
and any Party to the dispute may apply to a court of competent jurisdiction for enforcement of
such award.



          C. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Facsimile
and emailed copies of signatures shall be deemed to be originals for purposes of the
effectiveness of the agreements contained herein.




[Signature Pages to follow]




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     IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	COMPANY:  	PROFIT STAR LIMITED
 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Director 	 
	 	 	Address: 	No. 398, Wensan Road, Xihu District, Hangzhou, Zhejiang Province, China 	 




	 	 	 	 	 
	SHAREHOLDER: 	ZHU QINYI ()

 	 
	 	By:  	/s/ ZHU QINYI
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:        	SONG TAO ()


 	 
	 	By:  	/s/ SONG TAO
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:        	OU LI ()


 	 
	 	By:  	/s/ OU LI
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:        	TANG YAN ()


 	 
	 	By:  	/s/ TANG YAN
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:        	XIA ZHIYI ()


 	 
	 	By:  	/s/ XIA ZHIYI
 	 
	 	 	 	 
	 	 	 	 



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	SHAREHOLDER:        	JIN ZI ()


 	 
	 	By:  	/s/ JIN ZI
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:        	QU GUOPING ()


 	 
	 	By:  	/s/ QU GUOPING
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:  	WU WENJIE ()


 	 
	 	By:  	/s/ WU WENJIE
 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:  	WANG ZHE ()


 	 
	 	By:  	/s/
WANG ZHE 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:  	YAN QING ()


 	 
	 	By:  	/s/
YAN QING 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:  	ZENG RUI ()


 	 
	 	By:  	/s/
ZENG RUI 	 
	 	 	 	 
	 	 	 	 
	 
	SHAREHOLDER:  	SHAO WANYAN ()


 	 
	 	By:  	/s/
SHAO WANYAN 	 
	 	 	 	 
	 	 	 	 
	 



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Exhibit A




PROFIT STAR LIMITED 



TERMINATION CERTIFICATION



          This
is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, computer source code, other documents or
property, or reproductions of any aforementioned items belonging to PROFIT STAR LIMITED, its
subsidiaries, affiliates, successors or assigns (together, the “Company”).




          I further certify that I have complied with all the terms of my employment / shareholding
relationship with the Company, including the reporting of any inventions and original works of
authorship (as defined therein), conceived or made by me (solely or jointly with others) covered
by that agreement.




          I further agree that, in compliance with my employment / shareholding relationship with the
Company, I will preserve as confidential all trade secrets, confidential knowledge, data or other
proprietary information relating to products, processes, know-how, designs, formulas, developmental
or experimental work, computer programs, data bases, other original works of authorship, customer
lists, business plans, financial information or other subject matter pertaining to any business of
the Company or any of its employees, clients, consultants or licensees.




	 	 	 	 	 

	Date:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	Name: [          ]	 	 






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Exhibit B




PROFIT STAR LIMITED



CONFLICT
OF INTEREST GUIDELINES



          It
is the policy of PROFIT STAR LIMITED to conduct its affairs in strict compliance with
the letter and spirit of the law and to adhere to the highest principles of business ethics.
Accordingly, all officers, employees and independent contractors must avoid activities which are in
conflict, or give the appearance of being in conflict, with these principles and with the interests
of the Company. The following are potentially compromising situations which must be avoided
(applicable to all members of the Company Group). Any exceptions must be reported to the Chief
Executive Officer and written approval for continuation must be obtained.




          1. Revealing Confidential Information to outsiders or misusing Confidential
Information. Unauthorized divulging of information is a violation of this policy whether or
not for
personal gain and whether or not harm to the Company is intended or occurs.




          2. Accepting or offering substantial gifts, excessive entertainment, favors or
payments which may be deemed to constitute undue influence or otherwise be improper or
embarrassing to the Company.




          3. Participating in civic or professional organizations that might involve
divulging Confidential Information of the Company.




          4. Initiating or approving personnel actions affecting reward or punishment of
employees or applicants, where there is a family relationship or is or appears to be a personal
or
social involvement.




          5. Initiating or approving any form of personal or social harassment of
employees.




          6. Investing or holding outside directorship in suppliers, customers, or
competing companies, including financial speculations, where such investment or directorship
might
influence in any manner a decision or course of action of the Company.




          7. Borrowing from or lending to employees, customers or suppliers.




          8. Acquiring real estate of interest to the Company.




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          9. Improperly using or disclosing to the Company any proprietary information or
trade secrets of any former or concurrent employer or other person or entity with whom
obligations
of confidentiality exist.




          10. Unlawfully discussing prices, costs, customers, sales strategies, or markets
with competing companies or their employees.




          11. Making any unlawful agreement with distributors with respect to prices.




          12. Improperly using or authorizing the use of any inventions which are the
subject of patent claims of any other person or entity.




          13. Engaging in any conduct which is not in the best interest of the Company.




          Each officer, employee and independent contractor must take every necessary action to ensure
compliance with these guidelines and to bring problem areas to the attention of higher management
for review. Violations of this conflict of interest policy may result
in discharge without warning.




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