OEM
Cooperation Agreement for Polyurethane Adhesives

    


    Party
A (Client): Shenzhen ORB-FT New Material Co., Ltd

    
      Registration
address: 6A, Block 2, Du Shi Yang Guang Ming Yuan, Tai Ran Jiu Road,
Shenzhen

    

    


    Party
B (Supplier): Sanyou (Tianjin) Polymer Technology Co., Ltd

    Registration
address: No.6, Taishan Road, Hexi District, Tianjin City

    


    Party
A and Party B reach an agreement that Party B manufactures polyurethane
adhesives, designed by Party A, with the brand of “ORB” (“OEM”) to Party A for
sale. Party A and Party B established the following terms provided for common
compliance:

    


    Article
one: product, quantity and terms of cooperation

    


    
      	
              1.1

            	
              Name,
      specification and model of OCM: ORB-DH310 Spot Welding Sealants (300ml per
      branch, 250KG per barrel), ORB-DH320 Damping Sealants (300ml per branch,
      250KG per barrel), ORB-DH330 Sealants (300ml per branch, 250KG per
      barrel), ORB-DH340 Fold Sealants (300ml per branch, 250KG per
      barrel),  ORB-DH350 Acupressure Sealants (1-2 KG per piece) and
      related matching-products.

            


    

    


    
      	
              1.2

            	
              Party
      A sends expected number of rolling orders for one month or more to Party B
      each month. Party B prepares materials for 30 days’
  use.

            


    

    


    
      	
              1.3

            	
              Terms
      of cooperation are two years from May 1 2008 to April 30 2010. Extension
      of cooperation requires agreement by the two
  parties.

            


    

    


    Article
two: package and logo of products

    


    2.1 OCM
products use registration trademark “ORB” and other marks, characters and
symbols of party A. Party B is not allowed to use registration trademark “ORB”
or offer the registration trademark of party A and other marks, characters and
symbols authorized by law to use by Party A to any third party without consent
by Party A, including any related marks, trademarks, nameplates and company
names that easily generate confusion.

    


    2.2 Party
A shall obtain the legal right to use the registration trademark
“ORB”

    


    2.3 Party
B shall use the brand “ORB” in exterior and interior package on request by Party
A. The packaging format is provided by Party A.

    


    2.4
Should any infringement against Party A’s trademarks and marks happen, and the
infringement is created by a third party who has cooperation relation with Party
B, the party B will be noticed to stop production after investigation by the
industry and commercial department. Party B is not permitted to deal with the
infringement product without consent of Party A if infringement has
happened.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2.5 In this agreement Party B is
authorized by Party A to manufacture polyurethane adhesives of “ORB”
series. Party B only has manufacturing right rather than franchised right and
marketing right (two parties require further negotiation under specific
circumstance)

    


    Article
three Quality guarantee

    


    3.1
Product standard

    


    3.1.1 The
OCM products that Party B produces need to be in accordance with Party B’s
enterprise standard and Party A’s acceptance criteria as well (refer to Affix
1)

    


    3.2
Product quality

    


    3.2.1 All
the OCM products are required to obtain product compliance report from authority
of the brand-monitoring department.

    


    3.2.2
Party B shall number the product on the exterior package upon request by Party
A.

    


    3.2.3
Party B shall conduct strict product examination and issue examination reports,
in order to ensure that the product quality complies with agreement terms and
related quality standard.

    


    3.2.4
Party B is required to equip with standard quality-controlled system. Under
necessary circumstance, party B ought to provide quality system certificate
certified by authority organization, such as TS 16949 certificate.

    


    3.2.5
Party B shall inform Party A in advance provided that any changes of design,
specification, substitute raw material and component of the OCM products have
happened. Party A needs written consent from Party B if Party A requests any
changes.

    


    3.2.6
Party B is responsible for any quality problems in any models of the OCM
products in their shell-life and is also responsible for any loss caused by
product quality.

    


    3.2.7
Party A is of obligation to transfer market information to Party B, aiming to
enhancing product quality. Party B is obliged to provide technical support
provided that Party A can not solve customers’ complaint. Party A shall assume
the transportation fees; Party B shall assume the fees if the customers’
complaint are caused by Party B.

    


    Article
four product price and settlement method

    


    4.1 Party
A enjoys preferential rates provided by Party B according to strategic
partnership. (the price list is attached as affix two of this agreement); Party
B shall negotiate with Party A and give one-month notification if any rates
change.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    4.2
Settlement method: payment will be made on the 30th of each
month.

    


    4.3 The
rates stated above keep unchanged in principle. Under the circumstance that
market situation has greatly changed, any price variation proposed by one party
shall be agreed by the other party and a supplemental agreement need to be
signed, otherwise this agreement remains valid.

    


    Article
Five: Product Delivery and Transportation

    


    5.1 Party
A’s orders are sent to Part B in written format (seal required and fax
accepted). In General, Party B is required to deliver the products on time and
arrange transportation for Party A. Delivery destination is appointed by Party A
and Delivery fees are paid by Party B. Party A’s
orders forms and receiving certificates of cargo are parts of this
agreement.

    


    5.2 The
location of agreement signed: Shenzhen

    


    5.3 If
Party A’s technology representatives find that the products provided by Party B
do not meet the product requirements standards, Party A has the right to require
Party B to improve the product quality. If the following situations occur, Party
A can reject to receive:

    - Product
technology quality doesn’t meet Party A’s quality standards.

    - Package
has visible blemishes.

    


    5.4 If
products are not delivered on time caused by Party B, Party B shall bear the
losses. The standard is: 0.05% of total product
value.

    


    5.5 If
payment is delayed by Party A, Party A will pay penalty: 0.05% of total
payment

    


    Article
Six: Market Criterion and Coordination

    


    6.1 Party
A and B shall pay attention to coordination and cooperation, and establish
Market Bulletin and Coordination System; If each party is the exclusive supplier
of their customers, another party shall not sell their products to such
customers.

    


    6.2
Establish Price Bulletin and Coordination System. When the market price changes,
either of Party shall inform counterparty before they change price accordingly.
Party A and B shall adjust price under joint consultation, avoiding adverse
affect.

    


    6.3 If
either of each party violates this article and there is no improvement under
another party’s supervision, the party who violates the article shall bear the
counterparty’s losses.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Article
Seven: Technology Training

    


    7.1 In
order to ensure after-sales service, if Party A believes it is necessary, Party
B shall provide technology applications training of OEM products to Party
A.

    


    7.2 In
general, location of training: the office of Shenzhen
ORB-FT New Materials Co., Ltd, travel fees of trainers are assumed by
Party B.

    


    Article
Eight: Obligation of Confidentiality

    


    Both of
parties are responsible for Obligation of Confidentiality. Either party shall
not disclose any information about OEM production and use OEM information in any
situation.

    


    Article
Nine: During term of agreement, any dispute between two parties shall be
resolved by discussion. If failed, each of them can proceed a
litigation.

    


    Article
Ten: Any supplement of this agreement shall be presented by written format and
has the same legal effect as this agreement.

    


    Article
Eleven: The agreement becomes effective upon sealed and signed. There shall
be two copies,
and each party holds one copy.

    


    
      
        	
                Party
      A:

              	 
      	
                Party
      B:

              
	
                Shenzhen
      ORB-FT New Material Co., Ltd

              	 
      	
                Sanyou
      (Tianjin) Polymer Technology Co., Ltd

              
	
                (Seal)

              	 
      	
                (Seal)

              
	
                Address:
      Room 6A, Blog 2,

              	 
      	
                Address:
      No.6 Taishan Road Hexi District

              
	
                Dushi
      Yangguang Mingyuan

              	 
      	
                Tianjin

              
	
                Tairan
      Jiu Road

              	 
      	 
      
	
                Shenzhen

              	 
      	 
      
	
                Legal
      representative: Junning Ma

              	 
      	
                Legal
      representative: Qiaohua Xu

              
	
                Agent:
      Shifeng Xie      (sign)

              	 
      	
                Agent:
      Ziming Wang (sign)

              
	
                Date:
      May 10, 2008

              	 
      	
                Date:
      May 10, 2008