ex101.htm


     

    Exhibit
      10.1

     

    METASwarm
      (Hongkong) Ltd.

     

     

    xxx

     

     

    Beijing
      InfoSure Technology Ltd.

     

     

    xxx

     

    Software
      and Technology Licensed· Contract

    


    


    


    


    


    


    Date:

    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              THIS
                CONTRACT is entered into on September
                28,2006.

            


    

     

     

    
      	
              (1)

            	
              METASwarm
                (Hongkong) Ltd. (hereinafter "METASwarm HK" or "Licensor"), a domestic
                (non-foreign invested) company established under the Law of Hongkong
                Special Administration Region of China, with its registered address
                at
                Unit C, 11th Floor,
                Gaylord Commercial Building, 114-118 Lockhart Road, WanChai,
                Hongkong.

            


    

     

     

    
      	
               

            	
              and

            


    

     

     

    
      	
              (2)

            	
              Beijing
                InfoSure Technology Ltd. (hereinafter "BJ InfoSure" or "Licensee"),
                a
                domestic company established under the Law of the People's Republican
                of
                China ("China"), with its registered address at Room 708, Block A,
                Jia Hua
                Building, No.9 Shangdi Third Street, Haidian District, Beijing,
                China.

            


    

     

     

    
      	
               

            	
              The
                parties above, each a "Party" and collectively, the
                "Parties"

            


    

     

     

    
      	
               

            	
              WHEREAS

            


    

     

     

    
      	
              (A)

            	
              METASwarm
                Corporation (hereinafter "METASwarm Corp") owns EssuranceTM system and
                related proprietary technologies, the most advanced Internet,
                communication and information management system which comprises of
                several
                US and International pending
                Patents;

            


    

     

     

    
      	
              (B)

            	
              METASwarm
                HK is the wholly owned subsidiary of METASwarm Corp., and is the
                exclusive
                licensee of METASwarm's EssuranceTM system software and related proprietary
                technology in the Asia Pacific region, and is authorized to sub-license
                the right to any third parties;

            


    

     

     

    
      	
              (C)

            	
              Beijing
                BJ InfoSure desires to obtain an exclusive right to use EssuranceTM system
                software and related technologies for Mainland China market to conduct
                related promotion, sales and providing services, as well as carry
                out
                product localization and development of local applications based
                on the
                system and technologies;

            


    

     

     

    
      	
              (D)

            	
              METASwarm
                HK is willing to grant an exclusive right for China market to BJ
                InfoSure
                to use METASwarm' s EssuranceTM system software and related technologies in
                accordance with terms and conditions stipulated in this contract,
                and
                provide the software, related information and necessary technical
                trainings, as well as provide support to assist BJ InfoSure developing
                China market.

            


    

     

     

    
      	
               

            	
              It
                is agreed as follows

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Clause
                1

            	
              Definition

            


    

     

     

    
      	
              1.1

            	
              In
                this Contract:

            


    

     

     

    EssuranceTM
      system software and related technologies means know-how and experiences,
      technology and technical information engaged in the internet, information
      supervision, control and management which related to EssuranceTM system software
      and related technologies and Metaswarm owns or has the right to use and license
      as specified in Appendix 1.
Licensed Technology
      includes information contained in the Technical
      Documentation or conveyed' through the Technical Training rendered under this
      Contract and any license operated under any of Licensor's patents in the
      Territory only.

     

     

    System
      Software Technical Licensing Fees, means Licensor offer EssuranceTM system
      English version core software and related technologies to Licensee, and allow
      Licensee to localize, modify, re-develop it to adapt to China on this system,
      including Licensor offers technical training, continuous technical update and
      support to licensee for Fees.

     

     

    Software
      and Technologies Using Fees, means Licensee pay to Licensor from the income
      that
      is get from allowed localization, re-developing and producing all productions
      and service on expanded EssuranceTM system ..

     

     

    
      	
               

            	
              Parties
                mean licensee and licensor;

            


    

     

     

    
      	
               

            	
              Party
                means licensee or licensor.

            


    

     

     

    Product
      means EssuranceTM system, and allowed licensee localizes, re-develop and improve
      all product and service on this system.

     

     

    Technical
      Documentation means any technical documentation, training materials or
      other documentation provided during Technical Training or from time to time
      by
      Licensor in the course of providing the Licensed Technology to Licensee under
      this Contract related to EssuranceTM system.

     

     

    Technical
      Training means the technical training described in
      Appendix 1.

     

     

    Registration
      Authority means the relevant Government authority
      authorized to register or approve this Contract.

     

     

    China/China
      market, means the territory of the People's Republic of China (Mainland
      China), Taiwan, Hongkong and Macau excluded.

     

     

    
      	
              1.2

            	
              In
                this contract:

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
                 
                (a)

            	
              Headings
                are inserted for convenience only and shall not affect the construction
                of
                this Contract;

            


    

     

     

    
      	
                  (b)

            	
              Words
                importing the singular include the plural and vice-versa (only refer
                to
                English);

            


    

     

     

    
      	
                  (c)

            	
              References
                to clauses, recitals and Appendices are to clauses of, and recitals
                and
                appendices to this Contract;

            


    

     

     

    
      	
                  (d)

            	
              The
                Appendices form an integral part of this Contract and any reference
                to
                this Contract shall include the
                Appendices.

            


    

     

     

    
      	
              Clause
                2

            	
              Terms
                and Conditions of the
                Licensing

            


    

     

     

    
      	
              2.1

            	
              Subject
                to the terms and conditions of this Contract, Licensor hereby grants
                to
                Licensee, and Licensee hereby accepts, an exclusive license to use
                the
                EssuranceTM and related Technologies solely in China, for the only purpose
                of localization, R&D or improvement on this system to manufacture
                products and sales which suit to China
                Market.

            


    

     

     

    
      	
              2.2

            	
              Licensee
                agrees that the Licensed Technology will be only used in China, Licensee
                can't use it in other any place.If licesee wants to use it in other
                any
                place, the licensee should discuss with licensor about this articles
                and
                terms.

            


    

     

     

    
      	
              2.3

            	
              Licensee
                shall not grant to any natural or legal person or to any other
                non­governmental or governmental entity any rights or interest in the
                Licensed Technology, whether by way of license, sub-license, assignment
                or
                otherwise, nor shall it permit any such person or entity to use the
                Licensed Technology for any
                purpose.

            


    

     

     

    
      	
              2.4

            	
              Licensee
                acknowledges and agrees that, other than the rights expressly granted
                under this Contract, it does not hereby acquire and has no right
                or claim
                to any rights in, or to the use of, any patents, copyrights, technical
                documentation, know-how, technical knowledge or other technology
                owned,
                used or adopted by Licensor or its
                affiliates.

            


    

     

     

    
      	
              2.5

            	
              Licensor
                represents and warrants that it has the legal right to license all
                the
                Licensed Technology to Licensee in accordance with the terms and
                conditions of this Contract.

            


    

     

     

    
      	
              Clause
                3

            	
              Technical
                Training

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              3.1

            	
              Licensor
                shall provide Technical Training to Licensee in accordance with the
                schedule set out by both parties.

            


    

     

     

    
      	
              3.2

            	
              If
                Licensee requests technical assistance or training in excess of the
                time
                or number of personnel specified in Appendix 1, the terms and conditions
                for any such additional technical assistance or training shall be
                separately agreed upon between the
                Parties.

            


    

     

     

    
      	
              3.3

            	
              Technical
                Training shall be provided in the Chinese/English languages. Licensee
                shall provide translation and/or interpreters where necessary at
                its own
                cost. Licensee shall provide qualified engineers and technicians
                able to
                understand the Technical Documentation and Licensed
                Technology.

            


    

     

     

    
      	
              3.4

            	
              During
                visits to the plants of Licensor or its affiliates, Licensee should
                comply
                with regulations for the protection of Licensor business and
                property.

            


    

     

     

    
      	
              3.5

            	
              Licensor
                undertakes to provide personnel to provide Technical Training. Licensee
                undertakes that the personnel it provides for training and to work
                with
                Licensor's technicians shall be able to undertake the training or
                task
                assigned to them.

            


    

     

     

     

    
      	
              Clause
                4

            	
              Use
                of EssuranceTM system, Technology, localization and
                improvements

            


    

     

     

    
      	
              4.1

            	
              Licensee
                shall use EssuranceTM and the related Licensed Technologies in accordance
                with the required standards specified in the Technical
                Documentation.

            


    

     

     

    
      	
              4.2

            	
              Licensee
                promise to localize EssuranceTM system under licensor technical support and
                co-operation, and licensee should disclose all localization documentation
                to licensor.

            


    

     

     

    
      	
              4.3

            	
              Licensee
                promise, under licensor technical support and co-operation, according
                to
                China market and customers requirements to R&D, to develop and
                manufacture applied system products and services based on core technology
                of the EssuranceTM system. Licensee should disclose all processing
                documentation to licensor.

            


    

     

     

    
      	
              4.4

            	
              Both
                Parties agree that rights, title and interest in new products and
                services, developed and manufactured by the licensee for the Chinese
                market, utilizing and/or in conjunction with licensor EssuranceTM
                technology, will be owned by licensee; but according to this contract
                regulation, licensee should pay Licensed Fees from these sales of
                products
                and services.

            


    

     

     

    Both
      Parties agree that these Licensee rights, title and interests are subject to
      the
      following conditions/exceptions:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.41

            	
              All
                rights, title, and interest in any and all core technology, trade
                secrets,
                patents, patented technology, and intellectual properties provided
                to
                licensee pursuant to this agreement shall be owned solely by
                Licensor.

            


    

     

     

    
      	
            	
              4.42

            	
              All
                rights, title, and interest in any and all EssuranceTM system
                localizations, derivative technologies, or reverse engineered models
                of
                all core technology, trade secrets, patents, patented technology,
                and
                intellectual properties provided to licensee pursuant to this agreement
                shall be owned solely by Licensor.
                .

            


    

     

     

    
      	
            	
              4.43

            	
              Licensee
                undertakes that its employees, contractors, consultants, agents and
                other
                representatives will assign all rights, title and interest in any
                Improvements to Licensor.

            


    

     

     

    
      	
              4.5

            	
              If
                Licensee determines that Licensor may be able to acquire an industrial
                property right such as a patent, design, trademark or copyright in
                the PRC
                in connection with the Licensed Technology or Technical Documentation,
                it
                shall advise Licensor and assist Licensor in taking all steps necessary
                for the acquisition and enforcement of any such right under the laws
                of
                the PRC. Licensee shall be reimbursed by Licensor for its reasonable
                out-of-pocket expenses incurred in providing such assistance. Licensee
                will take no action to obtain any industrial property rights to the
                Licensed Technology or Technical Documentation
                .

            


    

     

     

    


     

     

    
      	
              Clause
                5

            	
              Contract
                Conduct and Supervision

            


    

     

     

    
      	
              5.1

            	
              Licensor
                may, at its own expense and with 5 day's prior notice to Licensee,
                send
                its employees, representatives and agents to enter the Plant during
                normal
                business hours in order to examine the use of the Licensed Technology
                and
                to monitor compliance by Licensee with the terms of this Contract.
                However, such examination shall not affect the normal operation of
                Licensee and shall comply with the rules and regulations of Licensee.
                Such
                examination shall be conducted not more than three times in one year
                and
                the number of persons conducting the examination shall not be more
                than 4
                persons.

            


    

     

     

    


     

     

    
      	
              Clause
                6

            	
              Software
                and technical Fees, Licensed
                Fees

            


    

     

     

    
      	
              6.1

            	
              Licensee
                should pay software and technical Fees to licensor in accordance
                with
                following regulations.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Licensing:

            	
              US$lm
                (approx. RMB 8 m.) one-time fee in
                installment

            


    

     

     

    
      	
            	
              6.11

            	
              US$150,000
                down payment within 30 days from the
                contract;

            


    

     

     

    
      	
            	
              6.12

            	
              Balance
                by installments within 12 months after
                contract;

            


    

     

     

    
      	
              6.2

            	
              Licensee
                should pay Licensed Fees to licensor in accordance with following
                regulations.

            


    

     

     

    
      	
            	
              Royalty
                Fee:

            	
              10%
                of BJ InfoSure's total revenue;

            


    

     

     

    
      	
              6.3

            	
              Payment
                of all amounts due hereunder shall be invoiced in United States Dollars,
                and paid in US dollars. Licensor shall invoice the Licensee on a
                monthly
                basis all Licensing Fees payable to Licensor pursuant to Appendix
                1.
                Payment in full by the Licensee shall be made within thirty (30)
                days of
                the date of each invoice.

            


    

     

     

    
      	
              6.4

            	
              Licensee
                shall be obliged to do all that is necessary to obtain any required
                government approvals within the PRC for conversion of Renminbi into
                United
                States Dollars or other freely convertible foreign currency to pay
                Licensed Fees and for remittance thereof outside the
                PRC.

            


    

     

     

    
      	
              6.5

            	
              If
                Licensee fail to pay Licensed Fees in accordance with clause 6.1,
                Licensee
                shall pay Licensor simple daily interest on the unpaid amount from
                the due
                date until the date payment is made at the rate of fifteen percent
                (15%)
                per annum.

            


    

     

     

    


     

     

    
      	
              Clause
                7

            	
              Confidentiality

            


    

     

     

    
      	
              7.1

            	
              In
                this Clause:

            


    

     

     

    
      	
                  (a)

            	
              Confidential
                Information means any information of a secret or proprietary nature
                in
                whatever form (written, oral, visual, electronic or otherwise) whether
                labeled as confidential or not relating to Licensor or its affiliates
                obtained by Licensee hereunder, including but not limited to the
                EssuranceTM information, the Licensed Technology, the Technical
                Documentation and information relating to know-how, proprietary
                information and intellectual property rights of Licensor or its
                affiliates; data or information about products; marketing and financial
                information; information relating to business systems, methods and
                practices; and any other relevant information or data of a secret
                or
                proprietary nature related to Licensor or its affiliates; provided,
                however , that the following shall not be
                included:

            


    

     

     

    
      	
               

            	
              (i)

            	
              Information
                which can be demonstrated as being already in Licensee's possession
                at the
                time of the signing of this Contract which was not acquired directly
                or
                indirectly from any third party that disclosed such information in
                breach
                of any obligation to Licensor or its
                affiliates;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (ii)

            	
              Information
                which can be demonstrated as having been received by Licensee after
                the
                time of the signing of this Contract which was not acquired directly
                or
                indirectly from Licensor, its affiliates or agents thereof, or from
                any
                third party that disclosed such information in breach of any obligation
                to
                Licensor or its affiliates; and

            


    

     

     

    
      	
               

            	
              (iii)

            	
              Information
                that is or subsequently becomes publicly available, provided that
                such
                information was not made publicly available as a result of a breach
                of
                this Contract or of any obligation to Licensor or its
                affiliates.

            


    

     

     

    
      	
                  (b)

            	
              Permitted
                Disclosure means the disclosure of Confidential Information by Licensee
                to
                its employees on a need to know basis or otherwise where strictly
                necessary for the purposes of fulfilling its obligations under this
                Contract, provided that the person to whom such Confidential Information
                has been properly disclosed (the Recipient) has prior to such disclosure
                entered into the Confidentiality Agreement which are attached as
                Appendix
                2. Licensee shall be solely responsible towards Licensor to ensure
                that
                such Recipient holds the Confidential Information in confidence in
                the
                manner provided in this clause.

            


    

     

     

    
      	
              7.2

            	
              Except
                for Permitted Disclosure, Licensee shall keep the Confidential Information
                strictly confidential at all times and shall take all necessary steps
                to
                prevent disclosure of the Confidential Information to unauthorized
                persons.

            


    

     

     

    
      	
              7.3

            	
              Confidential
                Information may not be reproduced by Licensee in any manner (including
                photocopy, translation, publication including trade and technical
                papers,
                and other recording media) except when and to the extent reasonably
                necessary for Licensee to implement the Licensed Technology at the
                working
                place.

            


    

     

     

    
      	
              7.4

            	
              Licensee
                shall destroy or return any Confidential Information (including all
                reproductions thereof) to Licensor when possession is no longer required
                by Licensee.

            


    

     

     

     

    
      	
              Clause
                8

            	
              Indemnity

            


    

     

     

    Licensee
      shall defend, indemnify and hold harmless Licensor and its affiliates from
      all
      losses, damages, claims, suits and expenses of any kind and description,
      including without limited to the generality of the foregoing, losses, damages,
      claims, suits and expenses arising out of or in connection with property damage,
      or personal injury sustained by any person or persons which may result from
      or
      arise in connection with Licensee's use of the EssuranceTM system and the related
      Licensed Technology.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Licensor
      shall indemnify and hold harmless of Licensee against any losses, damages,
      claims, legal proceedings and expenses suffered by Licensee caused by the
      misrepresentation, breach of warranty or breach of covenants of
      Licensor.

     

     

    
      	
              Clause
                9

            	
              Limitation
                of Liability

            


    

     

     

    
      	
              9.1

            	
              Licensor
                shall not in any event be liable to the Licensee, its affiliates
                or their
                respective employees, representatives or agents, whether arising
                under
                contract, infringement of rights, strict liability, product liability,
                or
                other theory of law, for personal injury, loss of profits, loss by
                reason
                of enterprise shutdown, non-operation or increased expense of operations,
                claims of customers, cost of money, loss of use of capital or revenue,
                or
                for any special, incidental, indirect or consequential loss or damage
                of
                any nature arising at any time or from any cause whatsoever in connection
                with this Contract, Licensee's use of the Licensed Technology or
                production, sale or use of the
                Products.

            


    

     

     

    
      	
              9.2

            	
              For
                any other loss or damage not referred to in clause 10.1, the aggregate
                liability of Licensor shall not exceed the total amount of the software,
                technical Fee and Licensed Fees actually paid by
                Licensee.

            


    

     

     

    
      	
              Clause
                10

            	
              Infringement

            


    

     

     

    
      	
              10.1

            	
              Licensor
                shall have the right to enforce any rights in and to the EssuranceTM system
                and the Licensed Technology at its own cost, and Licensee shall not
                sue or
                threaten any third party with a suit relating to such rights. Licensee
                shall notify Licensor of any third party that it believes to be infringing
                and/or misappropriating any rights in and to the Licensed Technology,
                and
                shall cooperate in any legal proceedings that Licensor may choose
                to bring
                in its own name, the name of Licensee or their joint names, provided
                that
                all reasonable costs and expenses properly incurred in such cooperation
                shall be borne by Licensor. Licensor shall be entitled to keep all
                monies
                recovered from such legal
                proceeding.

            


    

     

     

    
      	
              10.2

            	
              If
                any claim is made or legal proceeding is brought in which it is alleged
                that the Licensed Technology is an infringement or misappropriation
                of a
                third party's right, the following provisions shall apply:  (i)
                if Licensee receives notice of such claim or proceeding, Licensee
                shall
                promptly notify Licensor; (ii) Licensor, in all cases, shall have
                the
                right to defend against any such claim or proceeding and shall have
                the
                right to maintain complete control of the proceeding (including any
                settlement or appeal thereof); (iii) Licensee shall fully cooperate
                with
                Licensor in the defense of any such claim or proceeding, provided
                that all
                reasonable costs and expenses properly incurred in such cooperation
                shall
                be borne by Licensor; (iv) Licensor shall have the option of terminating
                that part of the license of the Licensed Technology that is the subject
                of
                such claim or proceeding, and (v) Licensor may elect at any time
                to not
                participate in the defense of such claim or proceeding, in which
                event
                Licensee may maintain complete control of the defense at Licensee's
                own
                cost.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Clause
                11

            	
              Duration

            


    

     

     

    This
      Contract shall come into force upon execution by both Parties, period of
      validity is 10 years, unless terminated under clause 12. The contract could
      be
      extended for additional 5 years upon expiration subject to mutual agreement
      of
      both parties. Whether registration with the Registration Authority or not shall
      not affect the validity of this contract.

     

     

    
      	
              Clause
                12

            	
              Termination

            


    

     

     

    
      	
              12.1

            	
              If
                a Party fail to perform any of its obligations under this Contract,
                it
                shall be deemed to have breached this Contract.  In such event,
                the performing Party (Performing Party) shall notify the Party in
                breach
                (Breaching Party) in writing that this Contract has been breached
                and that
                the breach should be remedied within ninety (90) days of the date
                of such
                notice.  If the breach has not been remedied by the end of such
                ninety (90) day period, the Performing Party shall have the right
                to
                terminate this Contract.

            


    

     

     

    
      	
              12.2

            	
              This
                Contract may be terminated prior to the expiration of its term referred
                to
                in clause 11:

            


    

     

     

    
      	
                  (a)

            	
              By
                the mutual consent of the Parties as embodied in a written agreement
                signed by an authorized representative of each
                Party;

            


    

     

     

    
      	
                  (b)

            	
              By
                either Party, with thirty (30) days' prior notice to the other Party,
                if
                the other Party has a liquidator, liquidation committee or receiver
                appointed over all or substantially all of its assets, becomes insolvent
                or an event of a similar nature
                occurs;

            


    

     

     

    
      	
                  (c)

            	
              By
                either Party forthwith, with notice to the other Party, if the other
                Party
                ceases to carry on business; or

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
                  (d)

            	
              By
                Licensor with thirty (30) days' prior notice to Licensee, if any
                of the
                following events occurs:

            


    

     

     

    
      	
               

            	
              (i)

            	
              Licensee
                has been or is about to be deprived of all or any part of its assets
                by
                any governmental authority in such a way or with the result that
                makes it
                difficult for Licensee to operate effectively;
                or

            


    

     

     

    
      	
               

            	
              (ii)

            	
              Any
                governmental authority having jurisdiction over any Party requires
                any
                provision of this Contract to be revised in such a way as to cause
                substantially adverse consequences to
                Licensor.

            


    

     

     

    
      	
              Clause
                13

            	
              Consequences
                of Expiration or Early
                Termination

            


    

     

     

    
      	
              13.1

            	
              Termination
                or expiration of this Contract shall be without prejudice to the
                accrued
                rights and liabilities of the Parties on the date of
                termination.

            


    

     

     

    
      	
              13.2

            	
              Upon
                the termination or expiration of this Contract, Licensee shall cease
                to
                use the EssuranceTM system, the Licensed Technology and Technical
                Documentation and shall return to Licensor the Technical Documentation
                and
                all reproductions (including electronically stored reproductions),
                translations and copies thereof, or, at Licensor's option, present
                acceptable evidence that the same have been completely
                destroyed.

            


    

     

     

    
      	
              13.3

            	
              Articles
                2, 4, 7, 8, 9, 10, 11 and 14 shall survive the termination or expiration
                of this Contract.

            


    

     

     

    
      	
              Clause
                14

            	
              Taxes

            


    

     

     

    
      	
              14.1

            	
              All
                taxes, duties, charges or fees of any nature arising in connection
                with
                the performance of this Contract that are imposed on Licensee in
                accordance with PRC tax laws shall be borne by
                Licensee.

            


    

     

     

    
      	
              14.2

            	
              All
                taxes, duties, charges or fees of any nature arising in connection
                with
                the performance of this Contract that are imposed on Licensor in
                accordance with PRC tax laws shall be borne by Licensor.  In the
                event that any tax is imposed by means of withholding, Licensee shall
                withhold and remit such taxes, on behalf of the Licensor, to the
                appropriate tax authorities on a timely basis and provide Licensor
                forthwith with the original tax receipt issued by the relevant tax
                bureau.

            


    

     

    
      
        
        

      

      
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    On
      September 28, 2006, Licensor and Licensee have caused this Contract to be
      executed by their duly authorized representatives.

     

     

     

     

    
      	
              METASwarm
                (Hongkong) Ltd.

            	 	
              Beijing
                InfoSure Technology Ltd.

            
	 	 	 
	 	 	 
	
              /s/
                Marvin Shannon

            	 	
              /s/
                Ju Hai Feng

            
	
              Name:
                Mr. Marvin Shannon

              Title:
                Chairman and CEO

            	 	
              Name:
                Mr. Ju Hai Feng

              Title:
                Legal Representative

            


    

     

     

     

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