Unassociated Document


     

    Exhibit
      10. 5

    No.
      P-06-08-14

     

     

    Purchase
      Contract

     

     

    Party
      A: Feiyang Industry & Trade Co., Ltd øThe
      Supplier÷

     

     

    Party
      B: Shaanxi Jialong Hi-tech Industrial Co., Ltd (The Buyer)

     

    According
      to the Contract
      Law of the People’s Republic of China,
      Party A
      and Party B agree to constitute the following purchase agreement:

     

    Clause
      One: Product Name, Quantity, Unit Price and Gross Price 

     

    Name
      and
      Model: Downloading Machine, Model Number: X-09

     

    Quantity:
      140 sets

     

    Unit
      Price: RMB14, 800.00 Yuan

     

    Gross
      Price: RMB2, 072,000 .00Yuan (In Words: Two Million and Seventy Two Thousand
      Yuan Only) 

     

     

    Clause
      Two: .Delivery Date & Transportation

     

    Party
      A
      shall deliver all 140 sets downloading machines to Party B ahead of Aug
      25th,
      2006.

     

    Clause
      Three: . Delivery Place and Transportation 

     

    Delivery
      Place: Business Place of Party B.

     

    Transportation
      Way: Decided by Party A. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Clause
      Four: Quality Requirements 

     

    Party
      A
      shall guarantee that its delivered products should accord with the state
      standard and the quality requirement of Party B. 

     

    Clause
      Five: Acceptance Method and Objection Proposal Period 。

     

    Acceptance
      Method: Party B shall implement the examination and acceptance of the products
      after delivered by Party A. 

     

    Objection
      Proposal Period: If finds some quality problems, Party B shall inform Party
      A
      within one month since the delivery date; otherwise, the products shall be
      regarded as the up to standard. The products with the quality guarantee period
      shall be disposed according to the rules in the quality guarantee
      period.

     

    Clause
      6 Settlement Way and Term 

     

    Within
      3
      days after the contract comes into force, Party B shall pay RMB1ô480ô000.00
      Yuan(In Words: One Million Four Hundred and Eighty Thousand Yuan Only
      ) as
      the
      pre-paid payment( It will served as the products payment when Party A delivers
      the products). The rest payment shall be settled and paid according to the
      actual number of downloading machines. Party A shall offer the formal invoice
      to
      Party B. 

     

    Clause
      Seven: Responsibility of Contract Breaching 

     

    1.
      If
      Party B fails to pay the pre-paid payment according to the clause Six of this
      agreement, Party B shall pay it off within 2 days after Party A’s proposal and
      bear 1% of the pre-paid payment as violating fines; if Party B still fails
      to
      execute it, Party A has the right to terminate the agreement and Part B shall
      bear 5% of Pre-paid payment as violating fines; 

     

    2.
      If
      Party B fails to pay for the rest payment according to the Clause Six, as per
      day delay, it shall pay 0.01% of the rest payment to Party A as the daily late
      fees; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
      If
      Party A fails to deliver the products in the contracted period, it shall deliver
      it within 2 days after Party B proposes and bear 1% of the pre-paid payment
      as
      the violating fines: 

     

    4.
      If
      Party A fails to execute the content of Clause Three, Party B has the right
      to
      consult the actual situation to decide whether conceal this agreement or nor
      and
      Party A shall bear 5% of pre-paid payment as the violating fines. 

     

    Clause
      Eight: Disputes Settlement 

     

    Any
      disputes caused in the course of performing this agreement, shall be solved
      through two parties’ negotiation; if fails to reach agreement, either party
      shall take legal proceedings against the other party to the court located in
      the
      contract signed place. 

     

    Clause
      Nine: Miscellaneous:

     

    Any
      uncovered matters shall be solved according to a supplementary agreement signed
      after the two parties’ negotiation. The supplementary agreement shall enjoy the
      same legal force with this agreement. 

     

    Clause
      Ten: This
      contract is made in duplicate; and each party holds one. 

     

    This
      contract shall be come into force since the date of being signed by the two
      parties. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	Party A (Seal and
              Signature):  	 	Party B (Seal and Signature): 
	 	 	 
	Person in Charge:	 	Person in Charge: 
	 	 	 
	
              Zhao
                Feiyang

            	 	
              Zhang
                Jianjun

            
	 	 	 
	August 14th,
              2006