Sample Business Contracts

Commission Agreement - ASE Electronics (M) Sdn. Bhd. and Gardex International Ltd.

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                       COMMISSION AGREEMENT

         (a British Virgin Islands Corporation)

         ASE Electronics (M) Sdn. Bhd. ("ASEM")
         (a Malaysia corporation)

DATE: August 1, 2004


1.   Services to be rendered. ASEM hereby retains GARDEX to provide the sales
     services to ASEM as a Sales Agency with the following terms.

     To be non-exclusive world-wide sales agent for all present and future
     products and services to be specified by ASEM in writing with the following

(a). Identify customers for ASEM products and services;

(b). Within such limitations relating to price, delivery and other key terms as
     ASEM may from time to time specify in writing, and subject to acceptance by
     ASEM (by telex or otherwise) negotiate sales contracts as ASEM's agent.

2.   Compensation to GARDEX. For services hereunder, ASEM shall pay monthly
     compensation to GARDEX in respect of net export sales (outside of
     Malaysia), the compensation amount is 0.50% of the total monthly export

     The above scheme of compensation payment is applicable from August 1, 2004
     to July 31, 2005. Compensation payment thereafter is subject to further
     negotiation on a yearly basis between ASEM and GARDEX.

     All payments to GARDEX shall be in US dollars. Currency conversions, where
     necessary, shall be based on the prevailing free-market rates of the time
     the payment is earned (not at the time of payment) as quoted in the Wall
     Street Journal or other authoritative source.

3.   Term of Agreement. This agreement is effective from August 1, 2004 and
     shall expire on July 31, 2005 unless earlier terminated by (i) mutual
     agreement, or (ii) ASEM on at least 30 days' prior written notice with or
     without cause. Neither expiration nor termination of this Agreement shall
     terminate the obligation of ASEM to pay GARDEX for services rendered


     with respect to sales following such date that result from orders received
     prior to such date.

4.   Representative and Covenants.

(a). GARDEX agree to use its best efforts to perform its obligations hereunder
     and to give priority to ASEM over all other customers of GARDEX in terms of
     management time, and efforts. GARDEX will not enter into any management
     consulting, sales, agency or similar relationship, nor engage in
     activities, that would result in a conflict with GARDEX's duties under this

(b). Each party will provide to the other on a regular basis such documentation
     as may reasonably be required to enable the other party to be assured of
     compliance with this Agreement, and shall permit the other party to inspect
     its books of account and other records at such a reasonable times as the
     other party may request.

(c). All confidential information received or learned by GARDEX relating to
     ASEM's business and products shall be kept in confidence by GARDEX and
     neither used by GARDEX nor disclosed to any other person for any purpose
     outside this Agreement.

5.   Governing Law and Jurisdiction. This Agreement shall be governed and
     construed under the laws of Republic of China unless the parties agree in
     writing to voluntary arbitration. The Courts in the Republic of China shall
     have exclusive jurisdiction to hear and decide any case or controversy
     arising out of this Agreement.

     Each party consents to in person jurisdiction over it by such courts and to
     service of process by registered mail sent to its principal business

                                    ASE Electronics (M) Sdn. Bhd.


                                    GARDEX INTERNATIONAL LIMITED