No.:10/441

　　Date:October 2,2005

　　The Agreement is made and entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions set forth as below:

　　1. Parties Concerned

　　Party A:Times Software,Inc.412 Seaward Drive San Francisco,CA 90015 USA

　　Party B:Southwest Electronic Development Company,91 South Section,Ring Road 1,Chengdu,Sichuan 610031 PRC

　　2. Commodity,Quantity and Territory

　　Party A hereby agrees to appoint Party B to act as its representative to sell the under stipulated commodity in the under mentioned territory and Party B ?agrees? to undertake the task:

　　1)Commodity:The goods listed in Exhibit A attached to the Agreement.

　　2)Minimum Annual Sales Quantity:2 000 sets for Model 0032 and 1173 each;1 000 sets for the rest models each.

　　3)Territory:The territory covered by the Agreement is confined to Chengdu,Sichuan,China only.

　　Party B shall undertake the sales of the aforesaid commodity during the ?validity? of the Agreement.The progress of execution shall be examined half yearly.In case Party B fails to place orders for the minimum quantity of the above mentioned commodity within 6 months without giving sufficient reasons acceptable to Party A,Party A shall have the right to appoint other clients as representatives or take alternative measures without being bound by the Agreement.

　　3. Confirmation of Order and Payment

　　The quantities,prices,shipment,and payment for the commodity stated in the Agreement and the accessory hereof shall be confirmed for each transaction,the particulars of which will be remitted to Party B by Party A after receipt of the payment.? 4. Market Report

　　Party B shall have the obligation to forward half yearly to Party A a detailed report on current conditions and of consumer’s comments.For reference,Party B shall,from time to time,forward to Party A samples of similar commodities ?offered? by other suppliers,together with their prices,sales position,and advertising materials.

　　5. Advertising and Publicity

　　Party B shall take all effective measures by advertising in order to enlarge the sales of the above mentioned commodity for the duration of the Agreement and submit to Party A all drafts and drawing intended for such purposes for prior approval.

　　6. Arbitration

　　All disputes arising from the execution of,or in connexion with,the Agreement shall be settled amicably through friendly negotiation.In case settlement fails to be reached through negotiation,the case shall then be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules.The arbitral decision is final and binding upon both parties.

　　7. Other Terms and Conditions

　　1)Party A shall not supply the commodity under the Agreement to other buyers in the above mentioned territory.Direct inquires,if any,will be referred to Party B.?2)For any business transacted between governments of both parties,Party A shall have full right to handle such direct dealings as authorized by Party A’s government without binding themselves to the Agreement.Party B shall not interfere with such direct dealings,nor shall Party B bring forward any demand for compensation or commission thereof.

　　3)The Agreement,when duly signed by the parties concerned,shall remain in force for two years to be effective as from February 1 2005 to January 31,2007.If no written objection is raised by either party one month before its expiry,the Agreement will be automatically extended for another year.Should one of the parties fail to comply with the terms and conditions of the Agreement,the other party is entitled to terminate the Agreement.

　　4)Any amendment or supplement to the Agreement shall be made in writing and duly confirmed by both parties through negotiations.Such amendment or supplement shall be regarded as an integral part of the Contract.

　　5)The Agreement is made out in Chinese and English,the two versions ?being? equally valid.Each party shall keep one original of the Agreement.

　　Party A:Times Software,Inc.

　　Tom,President

　　Party B:Southwest Electronic Development Company

　　Wang Yanbo,President