[NAME
OF PURCHASER]

    


    Material
Purchasing and Selling Contract

     

    Contract
No.:

     

    Date:

     

    Address

    


    
      	
              1.

            	
              Purpose
      of contract: both parties enter into this contract based on mutual benefit
      and good faith.

            


    

     

    
      	
              2.

            	
              The
      price and demand information are shown in schedule
  1.

            


    

     

    
      	
              3.

            	
              Technology
      requirement: products supplied by Party B should comply with requirement
      of below document/standard.

            


    

     

    1)
product drawing/digifax  2) technology agreement  3)
SOR  4) relevant nanational/ occupation
standard  

     


    5) notice
of technology measures/ authorization of PAA production
measures   6) working guidelines of products
engineering

     

    
      	
              4.

            	
              Delivery
      time and amount: The amount herewith refers to the planned number. The
      actual amount is the number on the supply notice from the date it is
      issued by Party A. Noticing ways includes
below:

            


    

     

    
      	
               
      

            	
              1)

            	
              Supply
      guiding plan issued in the latter part of a month. 2) each Friday, issue
      supply notice for the next week. 3) every day direct supply
      notice.

            


    

     

    
      	
              5.

            	
              Place
      of delivery: Warehouse of Party A or other place designated by Party
      B.

            


    

     

    
      	
              6.

            	
              Method
      of Delivery: Follow the requirement on the supply notice of Material Trade
      Company of Party A.

            


    

     

    
      	
              7.

            	
              Transport
      mode and station of arrival port and expense burden: Party B is
      responsible for the transportation matter and bears the risk of
      transportation and the expenses occurred in the transportation. Arrival
      port: Warehouse designated by Party A’s Material Trade Company or other
      place designated by Party A. The receiver’s name, contact information and
      Party A’s Material Trade Company should be indicated outside the packing
      box.

            


    

     

    
      	
              8.

            	
              Fair
      wastage of goods and its method of calculating: based on the number of
      qualified products actual used by Party
A.

            


    

     

    
      	
              9.

            	
              Packing
      requirement, supply and recycle of packing material: it should be packed
      according to the requirement of Party A that the packing should be sturdy
      and prevent from extrusion, wet, deformation, etc. Also, the name of
      products, specification model, quantity, date as well as the detail
      contact information should be specified outside of the packing box.
      Packing expenses are undertaken by Party B. Party B shall not recycle the
      non-dedicated packing box or material. Party should coordinate actively
      with Party A in improving logistic management, including modifying packing
      method, changing consignment frequency,
etc.

            


    

     

    
      	
              10.

            	
              Principle
      of receiving materials: 1) Name of material, mode, and quantity should
      keep in consistence with supply plan/purchasing order. 2) No damage on the
      package label, certification and the packing box as well as the products.
      3) Quality inspection report attached. 4) the materials supplied should
      meet the requirements of Party A’s input materials inspection. 5) PPM
      value of the materials supplied should be less than 150. If it does not
      meet the requirement, Party B has the right to reject the materials or
      abandon, return it for repairing, cancel the orders, authorizing the use,
      at his disposal and making 1%-5% economic punishment on Party B. Upon the
      agreement of Party A in using the defected materials, the price should
      lower 5% in the final estimate and be deducted in the payment for goods
      directly.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                11.

              	
                Supervision
      and random inspection of materials’ quality: 1) For key components and
      material, Party B provides function testing report to Party A. The
      expenses occurred are beard by Party B.  2) Party A takes a
      sample from the warehouse for input goods inspection or consigns third
      party inspection organization to test the materials. It the test is
      passed, the test fee is undertaken by Party A. If failed, the test fee is
      undertaken by Party B after Party A notifies Party B. In the event of
      latter situation, the fee shall be deducted from the payment for goods and
      quota should be reduced at the same time. 3) Qualified batch rate of the
      materials supplied by Party B should be no less than 95%. Otherwise, Party
      A has the right to terminate performing the contract or cease the
      contract, as well as require Party B to compensate for the economic loss
      caused to Party A.

              
	 	 


      

    

    
      
        	
                12.

              	
                Faulty
      component/recall in period of warranty period: specified in Quality Assurance Service
      Agreement.

              
	 	 


      

    

    
      
        	
                13.

              	
                Number
      of mandatory spare parts, fitting tools and supply method: Party B shall
      guarantee the supply of fittings of the materials until production of that
      mode of car is stopped for 5 years. The fittings are not allowed to be
      sold to any third party. Otherwise, Party A has the right to pursue the
      relevant responsibility of Party B.

              
	 	 


      

    

    
      
        	
                14.

              	
                Method
      and deadline of payment:  upon receipt of the invoices in
      coincidence with the checks and certificates, the payment shall be settled
      in the month after next in form of bank acceptance or 2% cash discount. In
      the prior written consent of Party A on special unscheduled settlement
      requested by Party B, Party A may pay according to special settlement
      discount which are 2% discount of bank acceptance and 4% cash
      discount.

              
	 	 


      

    

    
      
        	
                15.

              	
                Termination
      of contract: 1) The contract terminates automatically upon the close date
      of this contract set hereto. 2) In the event that the materials are not
      qualified or Party B cannot supply materials in time, Party A shall be
      entitled to cease the contract or request Party B to continue to fulfill
      the contract. Party B shall compensate for loss caused to Party A arising
      from Party B’s breach of contract. In the event that Party B fails to
      settle the payment for goods, Party B may cease the contract unilaterally
      in a moth prior written notice to Party A.

              
	 	 


      

    

    
      
        	
                16.

              	
                Resolution
      of contract disputes: upon the disputes arising from performance of this
      contract, the parties may submit the disputes to People’s Court of Party
      B’s area.

              
	 	 


      

    

    
      
        	
                17.

              	
                Act
      of God: in the event of Act of God, including but not limit to the
      unpredictable things like earthquake, flood, fire, government act etc.,
      both parties should take necessary measures to avoid the loss expansion.
      Within 15 days upon the occurrence of Act of God, either party should
      inform the other party in written notice, including but not limit to
      email, fax or any other way. The party should bear the responsibility of
      compensation for loss if it fails to notify the other party in the period
      mentioned above.

              
	 	 


      

    

    
      
        	
                18.

              	
                Attachment
      to this contract: the following agreement or document signed by both
      parties is treated as the attachment to this contract, which shall have
      the same legal validity. They are: “Purchasing and Selling
      Contract Schedule”, “Agreement on Delivery”, “Selling and Supply”,
      “Quality
      Assurance Service Agreement”, “Clean Agreement”.

              
	 	 


      

    

    This
contract takes effect after the affixation of the signatures or seals of both
parties. The validity period of this contract is from __________, 20__ to
_____________, 20__.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Party
      A

              	
                .

              	
                Party
      B

              	
                Shenzhen
      ORB-FT New Materials Co., Ltd.

              
	
                Address

              	 
      	
                Address

              	
                Futian
      District, Shenzhen, China

              
	
                bank

              	 
      	
                Account
      No.

              	 
      	
                bank

              	 
      	
                Account
      No.

              	 
      
	
                Post
      code

              	 
      	
                Tax
      No.

              	 
      	
                Post
      code

              	 
      	
                Tax
      No.

              	 
      
	
                Tel

                 

              	 
      	
                Fax

              	 
      	
                Tel

              	 
      	
                Fax

              	 
      
	
                E-mail

                  

              	 
      	
                E-mail

              	 
      
	
                Legal
      Representative

                 

              	 
      	
                Entrusted
      Agent

              	 
      	
                Legal
      Representative

              	 
      	
                Entrusted
      Agent

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
1:      Contract No.: 42502VXJ09001

     

    Party B:
Shenzhen ORB-FT New Materials Co., Ltd.

     

    Comprehensive
evaluation grade:

     

    
      	
              No.

            	
              Specification

              model

            	
              Material

              Name

            	
              Unit

            	
              Technology

              Agreement
      No (or

              SOR)

            	
              Proportioning

            	
              Quantity

            	
              Unit
      Price(destination price,

              no
      tax, ) RMB

            	
              Total
      (no tax)

              RMB

            
	
              1

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              2

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              3

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              4

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total
      amount

              (no
      tax, in RMB)

            	 
      
	
              Amount
      in words

            	 
      


    

    


    
      
        
          	
                  Entrusted
      Agent of Party A:

                	
                  Entrusted
      Agent of Party B:

                
	 	 
	
                  Date:

                	
                  Date:

                
	 	 
	
                  Seal
      and Stamp of Party A:

                	
                  Seal
      and Stamp of Party A: