Software Development Contract - Beijing iTowNet Cyber Technology Ltd. and Beijing New Take Electronic Commerce Ltd.
SOFTWARE DEVELOPMENT CONTRACT
CONTRACT NO.: ITS20020402
PROJECT NAME: ITOWNET CUSTOMER SERVICE SYSTEM
PARTY A: BEIJING ITOWNET CYBER TECHNOLOGY LTD.
PARTY B: BEIJING NEW TAKE ELECTRONIC COMMERCE LIMITED
SIGNING LOCATION: BEIJING MUNICIPALITY
SIGNING DATE: APRIL 2, 2002
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SOFTWARE DEVELOPMENT CONTRACT
TABLE OF CONTENTS
Section 1 Definitions.................................................. 3
Section 2 Project Contents and Requirements............................ 4
Section 3 Contents of Construction Project............................. 5
Section 4 System Design Proposal....................................... 5
Section 5 Training..................................................... 5
Section 6 Documentation................................................ 6
Section 7 System Acceptance Inspection................................. 6
Section 8 Contract Amount and Payment Method........................... 7
Section 9 Quality Assurance............................................ 8
Section 10 Service and Maintenance...................................... 8
Section 11 Construction Period and Construction Project Progress........ 9
Section 12 Force Majeure................................................ 9
Section 13 Breach of Contract........................................... 10
Section 14 Confidentiality.............................................. 11
Section 15 Patents and Intellectual Property Rights ("IPR")............. 11
Section 16 Software Copyrights and Use Permission....................... 12
Section 17 Dispute Resolution Method.................................... 12
Section 18 Contract Amendments.......................................... 13
Section 19 Contract Validity, Cancellation and Termination ............. 13
Section 20 Miscellaneous ............................................... 14
Section 21 Signing ..................................................... 15
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SOFTWARE DEVELOPMENT CONTRACT
SECTION 1 DEFINITIONS
Beijing iTowNet Cyber Technology Ltd. (hereinafter referred to as
"iTowNet") hereby authorizes Beijing New Take Electronic Commerce Limited
(hereinafter referred to as "New Take") to undertake the software development
and construction project implementation for the iTowNet Customer Service System.
Based on Party A's requirements, Party B will write a requirements analysis
report, design system proposal, write program code, test software and provide
related technical support, and it will provide Party A with the related services
that are agreed upon in this contract. In accordance with the relevant
provisions of the "Contract Law of the People's Republic of China", and in order
to specify the rights, obligations, and economic responsibilities of both
parties, both parties have agreed through consultation to sign this contract.
The contract terms are specified below:
THE TERMS LISTED BELOW SHOULD HAVE THE FOLLOWING MEANINGS IN THIS CONTRACT:
1.1 "Party A" refers to "Beijing iTowNet Cyber Technology Ltd.," the client
requesting the technical development of the "iTowNet Customer Service
System."
1.2 "Party B" refers to "Beijing New Take Electronic Commerce Limited," the
firm responsible for the development of this "iTowNet Customer Service
System."
1.3 "One contracting party" refers to either Party A or Party B.
1.4 "Both contracting parties" refers to Party A and Party B.
1.5 "The contract" refers to this contract and all of its attachments that are
inseparable part of the contract.
1.6 "The system" refers to the set of applications consisting of the design
proposal, design software, and related hardware and software equipment
provided in the requirements contents that are set forth in the
"Requirements Analysis Report" on the iTowNet Customer Service System.
1.7 "Third party software" refers to software outsourced from third party,
such as operating systems and databases, that are attached to the hardware
equipment or that are essential to the normal operation of the whole
system.
1.8 "Applications software" refers to application programs that are to be
developed by Party B to meet Party A's requirements and that will
ultimately be handed over to Party A.
1.9 "Technical documentation" refers to all technical parameters, drawings,
designs, manuals, and other proprietary information that are specified in
the contract and other related documents on the calculation, operation,
maintenance, and testing of the system.
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SOFTWARE DEVELOPMENT CONTRACT
1.10 "Technical services" refers to services that are provided in accordance
with the provisions of the contract, such as system design, installation
supervision, installation, testing, debugging, inspection, system
operation, maintenance, support, and others.
1.11 "Software upgrades" refer to program modifications and corrections that
are performed by Party B, including code changes and alterations of end
user documentation, which would not materially change program indices or
constitute version upgrades.
1.12 "Version upgrades" refer to major improvements to the application programs
which are certified by Party B to be new versions. Such improvements
expand, alter, and enhance programs by increasing functions and
performance while retaining the design purposes of the original programs.
1.13 "The construction site" refers to the system's specific installation and
debugging location as designated by Party A.
1.14 "Training" refers to the principles and the actual operation of the system
installation, debugging, operation and maintenance that are taught to
Party A by Party B, as well as to other related knowledge.
1.15 "The final test" refers to the last test before the system goes into
regular operation. The test contents include the operating stability of
all of the system's hardware and third party software and the stability of
the application software and specially developed software. The test also
include the completeness of files and the suitability of training
progress. After the system passes the final test, it goes into regular
operation.
SECTION 2 PROJECT CONTENTS AND REQUIREMENTS
2.1 The objective of this project is to build the iTowNet Customer Service
System. The system should establish a complete set of user files, and the
use of the system will provide good services and support to iTowNet users
located throughout China. iTowNet will provide its service to users
through following channels, including telephone support (call center) and
remote network support. For the detailed requirements and demands of the
system, see the "Requirements Analysis Report."
2.2 The system is divided into four parts: user file management, customer
relations management, call center, and remote online diagnosis.
2.3 Based on Party A's requirements, Party B will perform certain tasks such
as writing the requirements analysis report, designing system proposal,
writing program code, testing software, and providing technical support.
2.4 The requirements/targets for this project are as follows:
- Total capacity for data process: more than 500GB
- Simultaneous telephone users: More than 50
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SOFTWARE DEVELOPMENT CONTRACT
- Number of queuing telephone calls: 100
- Total supported users: More than 200,000
- User data search time limit: Less than 2 seconds
For the specific requirements of this project, see the "Requirements Analysis
Report."
SECTION 3 CONTENTS OF CONSTRUCTION PROJECT
The construction project contents that are referred to in this contract should
include but not limited to the ones listed below:
- System design proposal
- Network construction, including computer room wiring and equipment
selection
- Hardware equipment test installation, debugging, and acceptance
inspection
- Applications software program's design and development
- Testing and acceptance inspection
- Training of Party A's staff
- Provision of technical files
- Service and maintenance
SECTION 4 SYSTEM DESIGN PROPOSAL
4.1 Party B promises to draw up a design proposal that meets the project
development requirements based on Party A's needs. After obtaining Party
A's consent, this design proposal will be regarded as the basis for the
development of said project.
4.2 After the project design proposal is approved by Party A, Party B is not
entitled to unilaterally revise this proposal. If this proposal needs to
be revised upon Party B's initiative, the new design proposal must be
presented to Party A, and only upon obtaining Party A's consent, should
such revised design proposal become effective.
4.3 If this proposal needs to be revised upon Party A's initiative, Party A
should notify Party B in writing, and Party B should draw up a new design
proposal as soon as possible based on Party A's needs and submit it for
Party A's consent. If Party B devotes more than eight hours of staff work
because the revision scope is too large, both parties should determine
through consultation the additional costs that Party A is required to pay.
SECTION 5 TRAINING
5.1 Party B promises to draw up a training program based on the project
requirements (for details, see the "Training Program"). After obtaining
Party
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SOFTWARE DEVELOPMENT CONTRACT
A's consent, such training program will be regarded as the basis for the
training.
5.2 Party B promises to provide technical training to Party A's technicians,
and the time schedule for training will be jointly agreed upon by both
parties.
SECTION 6 DOCUMENTATION
6.1 Party B promises to provide all related files (for details, see the
"Software Project File List") during the system development process until
the work is completed and pass the acceptance inspection.
6.2 Party B promises to cooperate with Party A at the time of system
modifications, updates and/or upgrades, and promptly provide updated or
corresponding files.
SECTION 7 SYSTEM ACCEPTANCE INSPECTION
7.1 ACCEPTANCE INSPECTION CRITERIA
7.1.1 Party B promises to be responsible for drawing up the technical
specifications, criteria, and progress plans for the final test of
the system, and for writing a "System Acceptance Inspection
Proposal." After the said proposal is approved and signed by Party
A, it will be regarded as the basis for the final test and for the
phased acceptance inspections of the system. In order to ensure that
the said project is completed in accordance with the predetermined
schedule and quality, Party A is entitled to conduct regular
inspections and acceptance inspections of the project. For the
criteria for the acceptance inspections, see the "Requirements
Analysis Report" that is jointly signed by both parties. In the
inspection process, if Party A discovers inappropriate issues in the
original requirements, after obtaining the consent of Party B, it
may suitably revise the requirements; if the scope of the revision
of the requirements is too large and increases Party B's development
difficulties, Party B is entitled to claim for increased expenses.
7.1.2 Party B consents to the organization by Party A of the relevant team
of experts to conduct the final test of the system, and promises to
send a representative to cooperate with Party A in the completion of
the project acceptance inspection work. For the system's final test
criteria, see the "System Acceptance Inspection Proposal."
7.1.3 Party A agrees to sign the initial test and final test reports with
Party B after the work is completed and the system has passed the
final test.
7.2 THE FINAL TEST OF THE SYSTEM
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SOFTWARE DEVELOPMENT CONTRACT
7.2.1 After the installation and debugging of the applications software is
completed and the system enters the test operation stage, if the
system operates smoothly for 15 consecutive days; the applications
software programs are stable; there is a complete set of files, and
appropriate progress has been made in training, the system is ready
for the final test. After the end of its test operation stage, the
system can undergo its final test, and Party B will present a
written final test request.
7.2.2 Party A must organize the final test of the system within one week
after receipt of Party B's final test request.
7.2.3 Before the final test, Party B should provide all of the
construction project files and the installation test report, and it
should provide the final test files. The final test may proceed
after Party A's consent is obtained.
7.2.4 The final test of the system should be carried out with the
participation of Party A's technicians and in accordance with the
provisions of the "System Acceptance Inspection Proposal," and Party
B's technicians will conduct the specific test work. The test
results should be recorded in detail, and the participating staff of
both parties should sign and certify each item. The entire test
results must be signed by the representatives of both parties.
7.2.5 After the system passes the final test, the "System Final Test
Report" should be signed by the representatives of both parties
within two days after the completion of the test.
7.3 THE SYSTEM'S OFFICIAL OPERATIONS WARRANTY PERIOD
7.3.1 Starting on the day that the final test is passed, the system
automatically enters the official operations warranty period, which
lasts for one year.
During the operations warranty period, upon Party A's request, Party B's
technicians should provide full onsite technical support.
SECTION 8 CONTRACT AMOUNT AND PAYMENT METHOD
8.1 CONTRACT AMOUNT
Total contract price: RMB in words: two million seven hundred thousand;
in figures: [RMB]2,700,000.00.
8.2 PAYMENT METHOD
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SOFTWARE DEVELOPMENT CONTRACT
8.2.1 Within 15 business days after the contract takes effect, Party A
will pay Party B 10 percent of the total amount, or RMB270,000
(RMB in words: two hundred seventy thousand).
8.2.2 Within one month of the final test of the system, Party A will pay
to Party B 80 percent of the total amount, or RMB2.16 million
(RMB in words: two million one hundred and sixty thousand).
8.2.3 Party A will hold 10 percent of the total amount, or RMB270,000
(RMB in words: two hundred seventy thousand), as a quality security
deposit for 12 months. After the project passes the whole acceptance
inspection and the system operates normally and fault-free for 12
months, the deposit will be paid by Party A to Party B. If any
operation failure occurred during the quality security deposit
period, Party B should immediately deal with the problem onsite.
Party A will recalculate the quality security deposit period from
the date of the repair of the operation failure.
SECTION 9 QUALITY ASSURANCE
9.1 Party B is responsible for providing Party A with technical training and
technical advisory services in order to ensure that the system can operate
in accordance with the stipulated criteria under the conditions of correct
configuration, a good environment, and proper maintenance.
9.2 In the course of the project, Party A should provide Party B with the
necessary operations advice and coordinate with Party A's relevant
departments so that they provide necessary support to Party B. When
necessary, Party A should convene the relevant departments to hold an
operation coordination conference in order to ensure Party B's development
progress and development quality.
SECTION 10 SERVICE AND MAINTENANCE
10.1 Party B promises to draw up a service and maintenance program before the
signing of this contract. After it is approved by Party A, it will be
regarded as the basis for the services and maintenance work.
10.2 During the project implementation process and after the system goes into
operation, Party B promises to provide Party A with the relevant services
and maintenance in accordance with the service and maintenance program.
10.3 After the service and maintenance program is approved by Party A and
certified by both parties, neither party is entitled to revise it
unilaterally (if the maintenance contents need to be revised due to
technical needs, both parties
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SOFTWARE DEVELOPMENT CONTRACT
should consult each other and approve the revisions before the maintenance
contents may be revised).
10.4 If the service and maintenance work contents need to be revised due to
Party A's operational needs, Party A should notify Party B in writing.
Party B should consult with Party A immediately, draw up a new service and
maintenance program, and submit it for approval to Party A.
10.5 In order to ensure that said system operates smoothly and safely after the
project development is complete, Party B promises to provide three years
of maintenance service for the project. The response time for a software
maintenance problem is 12 hours, and the response time for a database
maintenance problem is two hours.
10.6 Party B will provide one year of maintenance service for the project
covered by this contract free of charge, and the maintenance period starts
after the acceptance inspection of the system; it provides three years of
preferential technical upgrading serving for the provided software
products; and it provides free capacity expansion and upgrading upon Party
A's request.
10.7 After the warranty period, Party B promises to continue to provide Party A
with technical support, and Party A is responsible for paying Party B for
the costs and expenses that are actually incurred.
SECTION 11 CONSTRUCTION PERIOD AND
CONSTRUCTION PROJECT PROGRESS
11.1 The construction period of this project is from the construction start
date until the representatives of both parties sign the final test report,
which is projected to be 120 days.
11.2 The construction start date of this project is the date, after the
contract takes effect, on which Party A makes the advance payment to Party
B.
SECTION 12 FORCE MAJEURE
12.1 Force majeure refers to events such as wars, fires, typhoons, floods,
earthquakes, or other events that one regarded by both parties to be force
majeure events. The confirmation of a force majeure event must be based on
legally valid supporting documents that are provided by an authoritative
body jointly recognized by both parties.
12.2 If either party is forced to suspend or postpone the contract performance
due to force majeure event, the contract performance will be
correspondingly delayed, and the postponement period will equal to the
time when the force majeure event is in effect.
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12.3 The affected party should notify the other party in writing of the
occurrence of a force majeure event as soon as possible.
12.4 The affected party should notify the other party in writing as soon as
possible after a force majeure event ends or is eliminated in order to
inform the other party that the force majeure event is ended or
eliminated.
12.5 If the force majeure event exceeds two months, one party should contact
the other party to resolve the problem regarding the performance of the
contract. If the force majeure event exceeds three consecutive months,
either party is entitled to terminate all or part of the contract, and
Party B must return to Party A the amount of the non-performance of
contract.
SECTION 13 BREACH OF CONTRACT
13.1 If, because of Party B, the system cannot be turned over on schedule as
provided in this contract, Party B will be responsible for paying a fine.
Starting on the date when the system is due to be delivered, Party B will
pay a fine of 0.5 percent of the contract price of the goods that are
delivered late for every week of late delivery. Less than one week will be
counted as one week, but the total fine may not exceed 20 percent of the
value of the system that is delivered late.
13.2 If, because of Party A, there is an overdue payment, Party A should pay a
breach penalty to Party B. After two weeks past the deadline provided in
the payment terms of this contract, Party A should pay a late penalty of
0.5 percent for every week of late payment. Less than one week is counted
as one week, but the total penalty may not exceed 20 percent of the amount
of the late payment.
13.3 After the signing of this contract, if the contract performance is
terminated because of Party B, Party B will pay Party A a breach penalty
of 5 percent of the contract amount.
13.4 After the signing of this contract, if the contract performance is
terminated because of Party A, Party A will pay Party B a breach penalty
of 5 percent of the contract amount.
13.5 Excluding force majeure events, if the construction period is delayed due
to what both parties jointly hold to be Party A's fault (such as the
failure to promptly provide the test environment), Party B assumes no
liability.
13.6 Excluding force majeure events, if a system malfunction, which both
parties jointly hold to be Party A's fault causes a production loss, Party
B assumes no liability.
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SECTION 14 CONFIDENTIALITY
14.1 Both parties have unanimously agreed through consultation that, while the
contract is in effect and after the contract is terminated, either party
will keep strictly confidential all the information regarding issues,
business, or operations pertaining to the other party and the technical
documentation provided by Party B. Both parties will sign a
confidentiality agreement. Except with the authorization of the other
party or due to the need for related parties to conduct operations,
neither party may disclose any confidential information at any time to any
person. Both parties further agree not to turn over any confidential
information to any person, unless with the written consent of the other
party or due to a reasonable need of one party to fulfill its obligations.
Both parties agree not to copy or transcribe confidential information.
14.2 This clause does not apply to the contents listed below:
(1) Contents that are public knowledge or that are in the category of
common knowledge;
(2) Contents that are public knowledge due to publications or other
reasons (excluding unauthorized actions or negligence), and that
have become common knowledge;
(3) Contents provided by any third party without restrictions, for which
contents the said third party has no express or implicit obligations
to keep confidential;
(4) Contents that are required by law to be disclosed to any institution
or organization.
14.3 The software that is provided by Party A is not involved in any copyright
disputes. If the use of software that is provided by Party B results in a
copyright dispute, Party B will assume responsibility for all
consequential losses to Party A.
SECTION 15 PATENTS AND INTELLECTUAL PROPERTY RIGHTS
("IPR")
15.1 Both contracting parties should protect patents that are mentioned in the
contract.
15.2 Party A guarantees that all of the hardware equipment and third party
software that it provides to Party B were obtained through lawful means
and are not subject to patent, trademark, industrial design, or other IPR
disputes. In this construction project, if a dispute arises over the
hardware equipment or third party software that is provided by Party A,
Party A is responsible for dealing with such dispute, and Party B assumes
no legal liability.
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15.3 Party B guarantees that neither the equipment nor any part of the
equipment that it provides to Party A for use in this construction project
is subject to claims or legal proceedings filed by a third party
concerning infringements of its patents trademarks, industrial designs, or
other protected rights. All disputes that consequently arise will be
handled by Party B, and Party A assumes no legal liability.
15.4 Party B holds the entire IPRs to software products that are provided to
Party A, and revisions of Party B's software that are made by Party B for
Party A's current work requirements are applicable only to this project.
SECTION 16 SOFTWARE COPYRIGHTS AND USE PERMISSION
16.1 Copyrights
All software that is developed by Party B in this project is developed
with the authorization of Party A, and its software copyrights belong to
Party A. In light of the fact that Party B used certain proprietary
technologies in the course of developing this software, Party A is
responsible for the confidentiality of the details of the software.
Without the consent of the other party, neither party may sell, transfer,
or disclose the above-mentioned software, data, or instructions to a third
party.
16.2 Proprietary technology pertaining to the software is owned by Party B. The
ownership or naming rights to the software are not transferred to Party A.
16.3 Scope of Permission
Proprietary technology pertaining to the software is protected by
copyright law and international treaties. Party A may not reverse
engineer, decode, or decompile this part of the software, except where the
law provides that Party B may not prohibit such actions.
Electronic files. Unless otherwise provided, Party A may, in the
reasonable exercise of its rights to use this software, print out the
electronic software files that are attached to the software.
SECTION 17 DISPUTE RESOLUTION METHOD
If a dispute arises in the performance of this contract, both parties will
resolve it through consultation. If mutual consultation fails, both parties
consent to its arbitration by the Beijing Arbitration Commission.
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SECTION 18 CONTRACT AMENDMENTS
18.1 In the event that an authoritative body jointly recognized by both parties
provides convincing evidence and both parties jointly confirm that force
majeure event has occurred and has forced the suspension or postponement
of the contract performance, the contract performance will be
correspondingly delayed, and the postponement time will equal to the time
when the force majeure event is in effect. If the force majeure event
exceeds two months, one party should contact the other party to resolve
the matter of the contract performance. If the force majeure event exceeds
three consecutive months, either party is entitled to terminate all or
part of the contract, and Party B must return to Party A the amount for
the non-performance of contract.
18.2 If, excluding force majeure events, certain factors arise in the course of
the implementation of this project that make one party consider that it is
necessary to amend the contract, it must notify the other party in writing
as soon as possible. After obtaining the approval of the other party
through consultation, a new contract must be signed. Otherwise, neither
party is entitled to amend the contract unilaterally.
SECTION 19 CONTRACT VALIDITY, CANCELLATION AND TERMINATION
19.1 The date on which the authorized representatives of both parties sign and
seal this contract is the effective date of this contract.
19.2 The occurrence of any of the circumstances listed below may render the
contract be cancelled or terminated:
(1) This contract is valid, and all the obligations under the contract
have been completely fulfilled.
(2) If the force majeure event exceeds two months, one party should
contact the other party, in order to resolve the matter of the
contract performance. If the force majeure event exceeds three
consecutive months, either party is entitled to terminate all or
part of the contract, and Party B must return to Party A the amount
for the non-performance of contract.
(3) Excluding force majeure events, both parties jointly agree to an
early cancellation of the contract.
(4) In accordance with the decision of the arbitration agency, the
contract is cancelled or terminated.
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SECTION 20 MISCELLANEOUS
20.1 The terms of this contract include the whole agreement and consensus
reached by both parties on the subject matter of this contract, as well as
all agreements, consensuses, related documents, and declarations before
merger or replacement.
20.2 Any revisions of or supplements to the terms of this contract must be made
through written documents signed by the authorized representatives of both
parties to the contract. Revisions or supplements that are jointly signed
by both parties have a legal effect equal to this contract. If they
conflict with the terms of this contract, the revisions or supplements
will prevail. This contract consists of four identical original copies,
and each party keeps two copies.
20.3 Neither party may disclose the contract contents to a third party, unless
the prior consent of the other party is obtained. However, if it is
required to submit this contract to a government department concerned for
approval, the consent of the other party is not required.
20.4 Matters not covered in this contract are all implemented in accordance
with the relevant existing laws of the People's Republic of China.
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SECTION 21 SIGNING
SOFTWARE
PARTY A TITLE (OR NAME) BEIJING ITOWNET CYBER TECHNOLOGY LTD. (SIGNATURE) CONTRACT
SPECIAL SEAL
OR
LEGAL REPRESENTATIVE LIN DEKANG (SIGNATURE) OFFICIAL SEAL
AUTHORIZED AGENT /S/ XU ZHONG HAI (SIGNATURE)
CONTACT PERSON BEIJING
(PERSON IN CHEN YU (SIGNATURE) ITOWNET
CHARGE) CYBER
5TH FLOOR, UNION PLAZA, TECHNOLOGY
RESIDENCE 20 CHAOWAI STREET, ZIP LTD.
(POSTAL ADDRESS) CHAOYANG DISTRICT, CODE 100020 [SEAL]
BEIJING 100020, THE
PEOPLE'S REPUBLIC OF
CHINA
TELEPHONE 65885531-6002 FAX 65885397
BANK OF DEPOSIT BEIJING CITY COMMERCIAL BANK, HONGXING
BRANCH
ACCOUNT NO. 400120109056224
BEIJING NEW TAKE ELECTRONIC COMMERCE SOFTWARE
PARTY B TITLE (OR NAME) LIMITED (SIGNATURE) CONTRACT
LEGAL SPECIAL SEAL
REPRESENTATIVE WANG SHUANG (SIGNATURE) OR
OFFICIAL SEAL
AUTHORIZED
AGENT /S/ ZHANG JING XIU (SIGNATURE) BEIJING NEW
CONTACT PERSON TAKE
(PERSON IN ELECTRONIC
CHARGE) (SIGNATURE) COMMERCE
LIMITED
20 CHAOWAI STREET, [SEAL]
RESIDENCE CHAOYANG DISTRICT, ZIP
(POSTAL ADDRESS) BEIJING 100020, THE CODE 100020
PEOPLE'S REPUBLIC OF
CHINA
TELEPHONE 65881038 FAX 65883396
BANK OF DEPOSIT CHINA CONSTRUCTION BANK DONGHUAN
REPRESENTATIVE OFFICE
ACCOUNT NO. 2610019855
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AFFIX REVENUE STAMPS HERE
[Revenue Stamps]
CONTRACT REGISTRATION NO.:
|0|3|1|1|0|0|3|0|0|0|0|0|7|6|
1. REGISTRATION APPLICANT: ___________________________
2. REGISTRATION MATERIALS: (1) _______________________
(2) _______________________
(3) _______________________
3. CONTRACT TYPE: ____________________________________
4. CONTRACT TRANSACTION AMOUNT: ______________________
5. TECHNOLOGY TRANSACTION AMOUNT: ____________________
TECHNOLOGY CONTRACT REGISTRATION AGENCY (SEAL)
[SEAL]
PERSON IN CHARGE: /S/
DECEMBER 30, 2002
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