Intellectual
Property Development Protection Agreement

    

     

    
      Deposit Account Number:
____________________

    

     

    
      	
              1.

            	
              Introduction.

            


    

     

    This
Intellectual Property Development
Protection Service Agreement (the
“Agreement”) is entered
into by and between Shengkai
Innovations, Inc., a Florida corporation, located at No. 27, Wang Gang
Road, Jin Nan
(Shuang Gang) Economic and Technology Development Area, Tianjin, People’s
Republic of China 300350 (the “Depositor”) and by Iron
Mountain Intellectual Property Management, Inc. (“Iron Mountain”) on this
24th
day of November, 2010 (the “Effective
Date”).  Depositor and Iron Mountain may be referred to
individually as a "Party" or collectively as the "Parties" throughout this
Agreement.

    


    The use
of the term “Services”
in this Agreement shall refer to Iron Mountain Services that facilitate the
creation, management, and enforcement of escrow accounts.  A Party
shall request Services under this Agreement (i) by submitting a work request
associated for certain Iron Mountain Escrow Services via the online portal
maintained at the Website located at www.ironmountainconnect.com or
any other Websites or Web pages owned or controlled by Iron Mountain that are
linked to that Website (collectively the “Iron Mountain Website”), or
(ii) by submitting a written work request attached hereto as Exhibit A (each,
individually, a “Work
Request”).

     

    
      	
              2.

            	
              Depositor
      Responsibilities.

            


    

     

    
      	 	
              (a)

            	
              Depositor
      must authorize and designate one or more persons whose action(s) will
      legally bind the Depositor (“Authorized
      Person(s)” who shall be identified in the Authorized
      Person(s)/Notices Table of this Agreement) and
      who may manage the Iron Mountain escrow account through the Iron Mountain
      Website or via written Work Request.  Authorized Person(s) will
      maintain the accuracy of their name and contact information provided to
      Iron Mountain during the Term of this Agreement (the “Depositor
      Information”).

            


    

     

    
      	 	
              (b)

            	
              Depositor
      will make an initial deposit of proprietary technology and/or other
      materials (“Deposit
      Material”) to Iron Mountain within ninety (90) days of the
      Effective Date.  Depositor may also update Deposit Material from
      time to time during the Term of this Agreement provided a minimum of one
      (1) complete copy of Deposit Material is deposited with Iron Mountain at
      all times.  At the time of each deposit or update, Depositor
      will provide an accurate and complete description of all Deposit Material
      sent to Iron Mountain via the Iron Mountain Website or using the form
      attached hereto as Exhibit B.

            


    

     

    
      	 	
              (d)

            	
              Depositor
      represents that it lawfully possesses all Deposit Material provided to
      Iron Mountain under this Agreement free of any liens or encumbrances as of
      the date of their deposit.  Any Deposit Material liens or
      encumbrances made after their deposit will not prohibit, limit, or alter
      the rights and obligations of Iron Mountain under this
      Agreement.

            


    

     

    
      	
              3.

            	
              Iron
      Mountain
Responsibilities.

            


    

     

    
      	 	
              (a)

            	
              Iron
      Mountain agrees to use commercially reasonable efforts to provide the
      Services requested by authorized Depositor representatives in a Work
      Request.  Iron Mountain may reject a Work Request (in whole or
      in part) that does not contain information that Iron Mountain deems
      necessary to perform the Services.

            


    

     

    
      	 	
              (b)

            	
              Iron
      Mountain will conduct a deposit inspection upon receipt of any Deposit
      Material and associated Exhibit B, solely to confirm that the Deposit
      Material generally fits the description provided in Exhibit B, i.e. floppy
      drive; or collection of diagrams and instructions.  Iron
      Mountain will not review the contents of Deposit Materials.  If
      Iron Mountain determines that the Deposit Material does not match the
      description provided by Depositor represented in Exhibit B attached
      hereto, Iron Mountain will provide Depositor with notice by electronic
      mail, telephone, or regular mail of such discrepancies.  Iron
      Mountain will work directly with the Depositor to resolve any such
      discrepancies prior to accepting Deposit Material.  Iron
      Mountain will provide Depositor with notice from time to time during the
      first ninety (90) days from the Effective date as a reminder that
      submission of initial Deposit Material is
  required.

            


    

     

    
      
         


      

      
        Page 1 of
8

        
          

        

      

      
         


      

    

     

    
      	 	
              (c)

            	
              Iron
      Mountain will hold and protect all Deposit Material as confidential
      information, in physical and/or electronic vaults that are either owned or
      under the direct control of Iron Mountain, and will not disclose or use,
      or permit access to, the Deposit Materials or copies thereof, except as
      expressly permitted herein.

            


    

     

    
      	 	
              (d)

            	
              Iron
      Mountain shall comply with written request of Depositor to access copies
      of the Deposit Material pursuant to Section
  11(c).

            


    

     

    4. 
  Payment.

     

    Depositor
shall pay to Iron Mountain all fees as set forth in the Work Request form
attached hereto as Exhibit A (“Service
Fees”).  Except as set forth below, all Service Fees are due to
Iron Mountain within thirty (30) calendar days from the date of invoice in U.S.
currency and are non-refundable (except as expressly provided
herein).  Iron Mountain may update Service Fees with a ninety (90)
calendar day written notice to Depositor during the Term of this Agreement.
Depositor is liable for any taxes related to Services purchased under this
Agreement or shall present to Iron Mountain an exemption certificate acceptable
to the taxing authorities.  Applicable taxes shall be billed as a
separate item on the invoice, to the extent possible.  Any Service
Fees not collected by Iron Mountain when due shall bear interest until paid at a
rate of 1.25% per month (15% per annum) or the maximum rate permitted by law,
whichever is less.  Delinquent accounts may be referred to a
collection agency at the sole discretion of Iron
Mountain.  Notwithstanding, the non-performance of any obligations of
Depositor to deliver Deposit Material under the License Agreement or this
Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue
during the Term of this Agreement.  All Service Fees will not be
subject to offset except as specifically provided hereunder.

     

    
      	
              5.

            	
              Term and
      Termination.

            


    

     

    
      	
            	
              (a)

            	
              The
      initial “Term” of
      this Agreement is for a period of one (1) year from the Effective Date and
      will automatically renew for additional one (1) year Terms and continue in
      full force and effect until one of the following events occur: (i)
      Depositor provides written instructions of its intent to cancel this
      Agreement within sixty (60) days to Iron Mountain; or (ii) Iron Mountain
      provides a sixty (60) day written notice to the Depositor Authorized
      Persons that it can no longer perform the Services under this Agreement;
      in which event, Iron Mountain shall refund any Service Fees paid for the
      then current annual period in which such a termination occurs, pro rata,
      based on the period of time remaining in such annual period from the date
      of such termination.

            


    

     

    
      	
            	
              (b)

            	
              Subject
      to the foregoing termination provisions, and upon termination of this
      Agreement, Iron Mountain shall return, destroy, or otherwise deliver the
      Deposit Materials in accordance with Depositor’s instructions as provided
      in a Work Request.  If there are no instructions, Iron Mountain
      may, at its sole discretion, destroy the Deposit Materials or return them
      to Depositor.

            


    

     

    
      	
            	
              (c)

            	
              In
      the event this Agreement is terminated under Sections 5(a)(ii) above,
      Depositor may provide Iron Mountain with written instructions authorizing
      Iron Mountain to forward the Deposit Material to another escrow company
      and/or agent or other designated recipient.  If Iron Mountain
      does not receive written instructions within sixty (60) calendar days
      after the date of the notice of termination, Iron Mountain shall return or
      destroy the Deposit Material.

            


    

     

    
      
        	
              	
                (d)

              	
                In
      the event of the nonpayment of Service Fees owed to Iron Mountain, Iron
      Mountain shall provide Depositor with notice by electronic mail and/or
      regular mail.  If the past due payment is not received in full
      by Iron Mountain within thirty (30) calendar days of the date of such
      notice, then Iron Mountain shall have the right to terminate this
      Agreement at any time thereafter by sending notice by electronic mail
      and/or regular mail of termination to Depositor.  Iron Mountain
      shall have no obligation to take any action under this Agreement so long
      as any Iron Mountain invoice issued for Services rendered under this
      Agreement remains
uncollected.

              


      

    

     

    
      	
               
      

            	
              6.

            	
              Infringement
      Indemnification.

            


    

     

    Anything
in this Agreement to the contrary notwithstanding, Depositor, at its own
expense, shall defend and hold Iron Mountain (the “Indemnified Party”) fully
harmless against any claim or action asserted against the Indemnified Party
(specifically including costs and reasonable attorneys’ fees associated with any
such claim or action) to the extent such claim or action is based on an
assertion that the Deposit Material as provided by Depositor infringes any
patent, copyright, license or other proprietary right of any third
party.  When the Indemnified party has notice of a claim or action, it
shall promptly notify Depositor in writing.  At its option, Depositor
may elect to control defense of such claim or action and may elect to enter into
a settlement agreement, provided that no such settlement or defense shall
include any admission or implication of wrongdoing on the part of the
Indemnified Party without such Party’s prior written consent, which consent
shall not be unreasonably delayed or withheld.  Iron Mountain shall
have the right to employ separate counsel and participate in the defense of any
claim at its own expense.


    
      
         


      

      
        Page 2 of
8

        
          

        

      

      
         


      

    


    7.   Warranties.

     

    
      	 	
              (a)

            	
              Iron
      Mountain.  ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL
      BE PERFORMED IN A WORKMANLIKE MANNER.  EXCEPT AS SPECIFIED IN
      THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND
      WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR
      CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF
      DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT
      ALLOWED BY APPLICABLE LAW.  AN AGGRIEVED PARTY MUST NOTIFY IRON
      MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES.  THIS
      DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND
      LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL
      PURPOSE.  THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF
      LIABILITY SET FORTH IN SECTION 9
  HEREIN.

            


    

     

    
      	 	
              (b)

            	
              Depositor.  Depositor
      warrants that all Depositor Information provided hereunder is
      accurate and reliable and undertakes to promptly correct and update such
      Depositor Information during the Term of this
  Agreement.

            


    

     

    8.    Confidential
Information.

     

    Iron
Mountain shall have the obligation to reasonably protect the confidentiality of
the Deposit Material.  Except as provided in this Agreement Iron
Mountain shall not disclose, transfer, make available or use the Deposit
Material.  Iron Mountain shall not disclose the terms of this
Agreement to any third Party.  If Iron Mountain receives a subpoena or
any other order from a court or other judicial tribunal pertaining to the
disclosure or release of the Deposit Material, Iron Mountain will immediately
notify the Parties to this Agreement unless prohibited by law.  It
shall be the responsibility of Depositor to challenge any such order; provided,
however, that Iron Mountain does not waive its rights to present its position
with respect to any such order.  Iron Mountain will not be required to
disobey any order from a court or other judicial tribunal.

     

    
      	
              9.

            	
              Limitation of
      Liability.

            


    

     

    
      EXCEPT
FOR: (I) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (II) THE INFRINGEMENT
INDEMNIFICATION OBLIGATIONS OF SECTION 6, ALL OTHER LIABILITY RELATED TO THIS
AGREEMENT, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL
TO ONE YEAR OF FEES PAID TO IRON MOUNTAIN UNDER THIS AGREEMENT.  IF
CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH
LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH
DEPOSITS.

    

     

    10.  Consequential Damages
Waiver.

     

    IN NO
EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, ANY COSTS
OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES (EXCLUDING SUBSTITUTE
ESCROW SERVICES), OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE
KNOWN IN ADVANCE TO ONE OR MORE PARTIES.

     

    11.  General.

     

    
      	 	
              (a)

            	
              Incorporation
      of Work Requests.  All Depositor Work Requests which are
      accepted by Iron Mountain will be incorporated into this
      Agreement.

            


    

     

    
      	 	
              (b)

            	
              Purchase
      Orders.  The terms and conditions of this Agreement
      prevail regardless of any conflicting or additional terms on any Purchase
      Order or other correspondence.  Any contingencies or additional
      terms contained on any Purchase Order are not binding upon Iron
      Mountain.  All Purchase Orders are subject to approval and
      acceptance by Iron
Mountain.

            


    

     


    
      
         


      

      
        Page 3 of
8

        
          

        

      

      
         


      

    

     

    
      	 	
              (c)

            	
              Copies.
      Iron Mountain shall have the right to make copies of all Deposit Material
      as required by a Work Request. Iron Mountain shall copy all copyright,
      nondisclosure, and other proprietary notices and titles contained on
      Deposit Material onto any such copies made by Iron Mountain. Any copying
      expenses incurred by Iron Mountain as a result of a Work Request to copy
      will be borne by the Party requesting the copies. Iron Mountain may
      request Depositor’s reasonable cooperation in promptly copying Deposit
      Material in order for Iron Mountain to perform this Agreement. During the
      Term of the Agreement, upon
      written request by Depositor, Depositor shall be entitled to receive one
      or more copies of the Deposit Materials as long as the original Deposit
      Materials remain in Iron Mountain's
      possession.

            


    

     

    
      	 	
              (d)

            	
              Choice
      of Law. The validity, interpretation, and performance of this
      Agreement shall be controlled by and construed under the laws of the State
      of New York, as if performed wholly within the state and without giving
      effect to the principles of conflicts of
    laws.

            


    

     

    
      	 	
              (e)

            	
              Right
      to Rely on Instructions. Iron Mountain may act in reliance upon any
      instruction, instrument, or signature given in accordance with the Work
      Request or by an Authorized Person. Iron Mountain will not be required to
      inquire into the truth or evaluate the merit of any statement or
      representation contained in any notice or document. Iron Mountain shall
      not be responsible for failure to act as a result of causes beyond the
      reasonable control of Iron
  Mountain.

            


    

     

    
      	 	
              (f)

            	
              Force
      Majeure. Except for the obligation to pay monies due and owing, no
      Party shall be liable for any delay or failure in performance due to
      events outside the defaulting Party’s reasonable control, including
      without limitation acts of God, earthquake, labor disputes, shortages of
      supplies, riots, war, acts of terrorism, fire, epidemics, or delays of
      common carriers or other circumstances beyond its reasonable control. The
      obligations and rights of the excused Party shall be extended on a
      day-to-day basis for the time period equal to the period of the excusable
      delay.

            


    

     

    
      
        	 	
                (g)

              	
                Notices.
      All correspondence, including invoices, payments, and other documents and
      communications, shall be sent by (i) electronic mail; (ii) via regular
      mail to the Parties at the addresses specified in the Authorized
      Persons/Notices Table which shall include the title(s) of the
      individual(s) authorized to receive notices; or (iii) via the online
      portal maintained at the Iron Mountain Website. It shall be the
      responsibility of the Parties to notify each other as provided in this
      Section in the event of a change of physical or e-mail addresses. The
      Parties shall have the right to rely on the last known address of the
      other Parties. Any correctly addressed notice or last known address of the
      other Parties that is relied on herein that is refused, unclaimed, or
      undeliverable because of an act or omission of the Party to be notified as
      provided herein shall be deemed effective as of the first date that said
      notice was refused, unclaimed, or deemed undeliverable by electronic mail,
      the postal authorities by mail, through messenger or commercial express
      delivery
services.

              


      

    

     

    
      	 	
              (h)

            	
              No
      Waiver. No waiver of rights under this Agreement by any Party shall
      constitute a subsequent waiver of this or any other right under this
      Agreement.

            


    

     

    
      	 	
              (i)

            	
              Assignment.
      No assignment of this Agreement by Depositor or any rights or
      obligations of under this Agreement is permitted without the written
      consent of Iron Mountain, which shall not be unreasonably withheld or
      delayed.

            


    

     

    
      	 	
              (j)

            	
              Severability.
      In the event any of the terms of this Agreement become or are declared to
      be illegal or otherwise unenforceable by any court of competent
      jurisdiction, such term(s) shall be null and void and shall be deemed
      deleted from this Agreement. All remaining terms of this Agreement shall
      remain in full force and effect.  Notwithstanding the foregoing, if
      this paragraph becomes applicable and, as a result, the value of this
      Agreement is materially impaired for either Party, as determined by such
      Party in its sole discretion, then the affected Party may terminate this
      Agreement by notice to the
others.

            


    

     

    
      	 	
              (k)

            	
              Independent
      Contractor Relationship. Depositor understands, acknowledges, and
      agrees that Iron Mountain’s relationship with Depositor will be that of an
      independent contractor and that nothing in this Agreement is intended to
      or should be construed to create a partnership, joint venture, or
      employment
relationship.

            


    

     

    
      
         


      

      
        Page 4 of
8

        
          

        

      

      
         


      

    


    
      	 	
              (l)

            	
              Attorneys'
      Fees. In any suit or proceeding between the Parties relating to
      this Agreement, the prevailing Party will have the right to recover from
      the other(s) it’s costs and reasonable fees and expenses of attorneys,
      accountants, and other professionals incurred in connection with the suit
      or proceeding, including costs, fees and expenses upon appeal, separately
      from and in addition to any other amount included in such judgment. This
      provision is intended to be severable from the other provisions of this
      Agreement, and shall survive and not be merged into any such
      judgment.

            


    

     

    
      	 	
              (m)

            	
              No
      Agency. No Party has the right or authority to, and shall not,
      assume or create any obligation of any nature whatsoever on behalf of the
      other Parties or bind the other Parties in any respect
      whatsoever.

            


    

     

    
      
        	 	
                (n)

              	
                Disputes.
      Any dispute, difference or question relating to or arising among any of
      the Parties concerning the construction, meaning, effect or implementation
      of this Agreement or any Party hereof will be submitted to, and settled by
      arbitration by a single arbitrator chosen by the New York Regional Office
      of the American Arbitration Association in accordance with the Commercial
      Rules of the American Arbitration Association. The arbitrator shall apply
      New York law. Unless otherwise agreed by the Parties, arbitration will
      take place in New York City, New York, U.S.A. Any court having
      jurisdiction over the matter may enter judgment on the award of the
      arbitrator. Service of a petition to confirm the arbitration award may be
      made by regular mail or by commercial express mail, to the attorney for
      the Party or, if unrepresented, to the Party at the last known business
      address.

              


      

    

     

    
      
        	 	
                (o)

              	
                Regulations.
      Depositor is responsible for and warrants, to the extent of its individual
      actions or omissions, compliance with all applicable laws, rules and
      regulations, including but not limited to: customs laws; import; export
      and re-export laws; and government regulations of any country from or to
      which the Deposit Material may be delivered in accordance with the
      provisions of this
Agreement.

              


      

    

     

    
      
        	 	
                (p)

              	
                Counterparts.
      This Agreement may be executed in any number of counterparts, each of
      which shall be an original, but all of which together shall constitute one
      instrument.

              


      

    

     

    
      	 	
              (q)

            	
              Survival.
      Sections 5 (Term and Termination), 6 (Infringement Indemnity), 7
      (Warranties), 8 (Confidential Information), 9 (Limitation of Liability),
      10 (Consequential Damages Waiver), and 11 (General) of this Agreement
      shall survive termination of this Agreement or any Exhibit attached
      hereto.

            


    

     

    The
Parties agree that this Agreement is the complete agreement between the Parties
hereto concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the Parties. There are no
conditions, understandings, agreements, representations, or warranties,
expressed or implied, which are not specified herein. Each of the Parties herein
represents and warrants that the execution, delivery, and performance of this
Agreement has been duly authorized and signed by a person who meets statutory or
other binding approval to sign on behalf of its business organization as named
in this Agreement. This Agreement may only be modified by mutual written
agreement of the Parties.

     

    DEPOSITOR

     

    
      
        
          
            
              
                
                  
                    	
                            Signature:

                          	
                            /s/ Wang Chen

                          	 
	
                            Print
      Name:

                          	
                            Wang Chen

                          	 
	
                            Title:

                          	
                            Chief Executive Officer

                          	 
	
                            Date:

                          	
                            November 24, 2010

                          	 
	
                            Email
      Address

                          	
                            chen.wang@shengkai.com

                          	 


                  

                

              

            

          

        

      

    

    


    IRON
MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Signature:

                            	 
      	 
	
                              Print
      Name:

                            	 
      	 
	
                              Title:

                            	 
      	 
	
                              Date:

                            	 
      	 
	
                              Email
      Address:

                            	
                              ipmcontracts@ironmountain.com

                            	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Page 5 of
8

        
          

        

      

      
         


      

    


    Authorized
Persons/Notices Table

     

    Please
provide the name and contact information of the Authorized Persons under this
Agreement.  All Notices will be sent to these individuals at the
addresses set forth below.

    


    DEPOSITOR

     

    Authorized
Person(s)/Notices Table

     

    Please
provide the name(s) and contact information of the Authorized Person(s) under
this Agreement.  All Notices will be sent electronically and/or
through regular mail to the appropriate address set forth below.

     

    
      
        
          	
                  Print
      Name:

                	
                  David Ming He

                	 
      	
                  Print
      Name:

                	
                  Chen Wang

                
	
                  Title:

                	
                  CFO

                	 
      	
                  Title:

                	
                  CEO

                
	
                  Email
      Address

                	
                  ming.he@shengkai.com

                	 
      	
                  Email
      Address

                	
                  chen.wang@shengkai.com

                
	
                  Street
      Address

                	
                  No.
      106, Zhonghuan South Rd., Economic Zone, Airport Industrial
      Park,

                	 
      	
                  Street
      Address

                	
                  No.
      106, Zhonghuan South Rd., Economic Zone, Airport Industrial
      Park,

                
	
                  Province/City/State

                	
                  Tianjin,
      China

                	 
      	
                  Province/City/State

                	
                  Tianjin,
      China

                
	
                  Postal/Zip
      Code

                	
                  300308

                	 
      	
                  Postal/Zip
      Code

                	
                  300308

                
	
                  Phone
      Number

                	
                  847-660-4686

                	 
      	
                  Phone
      Number

                	
                  +86-22-58838509

                
	
                  Fax
      Number

                	
                  N.A.

                	 
      	
                  Fax
      Number

                	
                  +86-22-58838555

                


        

      

    

    


    IRON
MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

     

    All
notices should be sent to ipmcontracts@ironmountain.com
OR Iron Mountain, Attn: Contract Administration, 2100 Norcross Parkway, Suite
150, Norcross, Georgia, 30071, USA.


    
      
         


      

      
        Page 6 of
8

        
          

        

      

      
         


      

    


    Exhibit
A

    Escrow
Service Work Request

     

    
      	
              Service

              Check box (es)

              to order service

            	 
      	
              Service Description

            	 
      	
              One-
Time

              Fees

            	 
      	
              Annual

              Fees

            	 
      	
              Paying Party

              Check box to identify the

              Paying Party for each

              service below.

            
	
              x Add and Manage
      New Escrow Account

            	 
      	
              Iron
      Mountain will open a new escrow deposit account that includes a minimum of
      one (1) Depositor and one (1) complete set of Deposit
      Material.  All Deposit Material will be securely stored in
      controlled vaults that are owned and/or operated by Iron
      Mountain.  Account services include unlimited deposits,
      electronic vaulting, access to Iron Mountain ConnectTM Escrow Management
      Center for secure online account management and submission of electronic
      Work Requests, and secure destruction of deposit materials upon account
      termination.

               

              Iron
      Mountain will assign a Client Manager for each escrow
      account.  These Managers will provide client training from time
      to time to facilitate secure Internet access to escrow
      account(s).  Assigned Managers will also ensure timely
      fulfillment of client Work Requests (e.g., 

              deposit
      updates) and communication of status.

            	 
      	
              $1500

            	 
      	
              $1000

            	 
      	
              x Depositor

            
	
               ̈ Add Deposit
      Tracking Notification

            	 
      	
              Iron
      Mountain will send periodic notices to Depositor related to Deposit
      Material as specified within the terms of the agreement

            	 
      	
              N/A

            	 
      	
              $

            	 
      	
               ̈ Depositor

            
	
               ̈ Add Dual
      Vaulting

            	 
      	
              Iron
      Mountain will fulfill a Work Request to store deposit materials in one
      additional location as defined within the Service
      Agreement.  Duplicate storage request may be in the form of
      either physical media or electronic storage.

            	 
      	
              N/A

            	 
      	
              $

            	 
      	
               ̈ Depositor

            
	
               ̈ Add Custom
      Services

            	 
      	
              Iron
      Mountain will provide its Escrow ExpertTM consulting Services (e.g.,
      licensing escrow strategy development, dual/remote vaulting, account
      consolidation) based on a custom SOW mutually agreed to by all
      Parties.

            	 
      	
              $150/hour

            	 
      	
              N/A

            	 
      	
               ̈ Depositor

            
	
               ̈ Delete
      Account

            	 
      	
              Iron
      Mountain will fulfill a Work Request to terminate an existing escrow
      account by removing Deposit Material from the vault and then either
      securely destroying or returning the Deposit Material via commercial
      express mail carrier as instructed.  All accrued Services Fees
      must be collected by Iron Mountain prior to completing fulfillment to
      terminate an existing escrow account.

            	 
      	
              No
      Charge

            	 
      	
              No
      Charge

            	 
      	
              No
      Charge

            
	
               ̈ Replace/Delete
      Deposit Materials

            	 
      	
              Iron
      Mountain will replace/delete deposit material in accordance with the terms
      of the agreement.  Materials will be returned as directed by
      Depositor or destroyed using Iron Mountain Secure
Shredding

            	 
      	
              No
      Charge

            	 
      	
              No
      Charge

            	 
      	
              No
      Charge

            


    

     

    Upon
Escrow Service Agreement execution, please provide your initials below in the
appropriate location to indicate your acceptance of this Escrow Services Work
Request inclusive of agreed Services pricing and indication that Depositor
acknowledges that it is financially responsible for payment of specific
Services.

     

    Depositor
Initials____CW______

     

    Note:
Clients may submit Work Requests electronically through their escrow account
online OR may complete this form along with any other supporting exhibits
required and email and/or fax this Work Request to their assigned Client Manager
at Iron Mountain for fulfillment.


    
      
         


      

      
        Page 7 of
8

        
          

        

      

      
         


      

    


    Exhibit
B

    Deposit
Material Description

     

    Deposit Account Number:
__________________

    


    Company
Name: _____________________________

    


    Deposit Name
________________________ and
Deposit Version _____
(Deposit Name will appear in account history reports)

    


    Deposit
Media (Please Label All Media with the Deposit Name Provided Above)

     

    
      
        	
                Media Type

              	 
      	
                Quantity

              	 
      	
                Media Type

              	 
      	
                Quantity

              
	
                 ̈ Internet File
      Transfer

              	 
      	
                N/A

              	 
      	
                 ̈ 3.5” Floppy
      Disk

              	 
      	 
      
	
                 ̈ CD-ROM /
      DVD

              	 
      	 
      	 
      	
                 ̈
      Documentation

              	 
      	 
      
	
                 ̈ DLT
      Tape

              	 
      	 
      	 
      	
                 ̈ Hard Drive /
      CPU

              	 
      	 
      
	
                 ̈ DAT
      Tape

              	 
      	 
      	 
      	
                 ̈ Circuit
      Board

              	 
      	 
      


      

    

    


    
      
        
          
            
              	
                       ̈ Other (describe
      here):

                    
	 
      
	 
      


            

          

        

      

    

    


    Deposit
Encryption (Please check either “Yes” or “No” below and complete as
appropriate)

     

    Is
the media or are any of the files encrypted?   ̈Yes or  ̈ No

     

    If
yes, please include any passwords and decryption tools description
below.  Please also deposit all necessary encryption software with
this deposit.

    Encryption
tool name_____________________________Version                                                        

    Hardware
required                                                                                                                                              

    Software
required                                                                                                                                              

    Other
required information                                                                                                                            


     

    Deposit
Certification (Please check the box below to Certify and Provide your
Contact Information)

     

    
      
        
          
            
              	
                       ̈  I
      certify for Depositor that the above described Deposit Material has been
      transmitted electronically or sent via commercial express mail carrier to
      Iron Mountain at the address below.

                    	 
      	
                       ̈  Iron
      Mountain has inspected and accepted the above described Deposit Material
      either electronically or physically.  Iron Mountain will notify
      Depositor of any discrepancies.

                    
	
                      Name: 

                    	
                      /s/
      Wang Chen

                    	 
      	
                      Name: 

                    	 
      


            

          

        

      

    

    
      
        
          
            
              
                	
                        Date:

                      	 
      	 
      	
                        Date:

                      	 
      
	
                        Email
      Address:

                      	 
      	 
      	 
      	 
      
	
                        Telephone Number:

                      	 
      	 
      	 
      	 
      
	
                        Fax
      Number:

                      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

    


    Note:  If
Depositor is physically sending Deposit Material to Iron Mountain, please label
all media and mail all Deposit Material with the appropriate Exhibit B via
commercial express carrier to the following address:

    


    Iron
Mountain Intellectual Property Management, Inc.

    Attn:
Vault Administration

    2100
Norcross Parkway, Suite 150

    Norcross,
GA 30071

    Telephone:
(770) 239-9200

    
      Facsimile:
(770) 239-9201

    


    
      
         


      

      
        Page 8 of
8