TRADEMARK LICENSE CONTRACT

Signing Date:______

Signing Place: ______

Contract No.: ______

______Company (hereinafter referred to as“Licensee”) on the one hand and______ Company______City, ______ Country (hereinafter referred to as “ Licensor”) on the other hand;

Whereas the trademark right of ______is owned by Licensor;

Whereas Licensor has the right and agreed to grant Licensee the rights to use, manufacture and sell the Contract Products of the technology;

Whereas Licensee hopes to use the trademark and technology of Licensor to manufacture and sell the Contract Products;

Both parties’ authorized representatives, through friendly negotiation, have agreed to enter into this Contract under the terms as stipulated below.

1. Grant of License

Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, worldwide, royalty license to use the trademark solely in connection with the company business, subject to the limitations set forth in this Contract.

2. Scope of the Contract

Licensor agrees to grant Licensee the License and right to use the trade mark of Licensor, while the combined trade mark of both parties or mark the wording production according to Licensor’s license, on the Contract Products can also be adopted. Licensee agrees to obtain from Licensor, and Licensor agrees to grant Licensee the right to design, manufacture and sale.

In the course of implementation of the Contract, Licensor is under an obligation, upon the request of Licensee, to provide Licensee at the best favourable price with the technical services or some components, spare parts and raw materials which are necessary for manufacturing the Contract Products. When the time comes, both parties will sign the new contract through friendly consultation.

Except as provided in this Article, all Licenses granted herein shall be nontransferable and non-assignable without the prior written consent of Licensor.

Licensee acknowledges that Licensor owns the Licensed trademark(s) and all rights therein and that nothing in this Contract shall give Licensee any right, title or interest in or to the Licensed trademark(s) other than pursuant to the license granted hereby.

Licensee agrees that it will do nothing inconsistent with Licensor’s ownership of the trademark and shall not claim adversely to Licensor, or assist any third party in attempting to claim adversely to Licensor, with regards to such ownership. Licensee agrees that it will not challenge the title of Licensor to the trademark, oppose any registration thereof, or challenge the validity of this Contract or the Licenses granted herein. Furthermore, Licensee will not register, nor attempt to register, any tradename or trademark which, in whole or in part, incorporates or is confusingly similar to the Licensed trademark(s).

Without the prior written approval of Licensor, Licensee is not authorized to use the trademark in connection with any business activity unrelated to the company business.

Notwithstanding the License granted herein and any of the provisions hereof, no rights or licenses are granted to Licensee with respect to any other trademark, service mark and / or trade name not listed on the attachment hereto.

Licensee agrees to assist Licensor in recording this Contract with appropriate government authorities where such recording is required by law or regulation or where such recording is permitted or desired by Licensor.

All costs associated with recording this Contract, the License granted herein and registering, maintaining, or renewing Licensed trademark(s) exclusively used by Licensee shall be borne by Licensee. All costs associated with registering, maintaining or renewing any Licensed trademark(s) also used by______ shall be borne by______.

3. Price of the Contract

(1) Price of the Contract shall be calculated on Royalty and the Contract and the currency shall be in RMB.

(2) Royalty under the Contract shall be paid from the______ month after the date of coming

into force of the Contract in terms of Calendar Year. The date of settling accounts shall be December 31st of each year.

(3) Royalty at the rate of ______% shall be calculated in terms of net selling price after the Contract Products are sold in this year, the Contract products which have not been sold shall not included.