EXHIBIT 10.8
TECHNOLOGY RESEARCH AND DEVELOPMENT CONTRACT
Project name: Facial recognition for logical access control
Party A: Titanium Group Ltd
Party B: Tsing Hua University (Shenzhen research campus)
Place contract signed: Shenzhen, Guongdong Province
Date signed: 11-4-2005
Effective Date: 11-4-2005 to 11-4-2006
CONTRACT VERIFY BY GOVERNMENT SCIENTIFIC RESEARCH AND DEVELOPMENT DEPARTMENT
Contract is signed mutually by both parties and is compliance with the contract
law of the Peoples' Republic of China.
Contract will be base on Party B's Set Top Box Technology, since party A is well
aware of the back bone of this technology, both parties now agree to do a joint
research on Multi-media home intelligence system.
(A) Requirement for technology content
Basic requirement for research of Multi-media home intelligence
system, it can be divided into the following four sections.
(i) Receive digital TV signals
(ii) OSD capable
(iii) PVR capable
(iv) Blue tooth facial recognition capable
For the above content
(i) Party A will bare all research cost
(ii) Party B provide technician, and report to party A during the whole
process and testing result
(iii) End result should be a developed software for Multi-media home
intelligence system
(iv) Both parties promise for more joint venture in the future
(B) Standard for research
(i) Base on IBM power pc405
(ii) Good quality, make sure receiving of sound and picture
quality is good with any interruption
(iii) Base on LINUX system
All research and development work will be done by party B, party A
shall corporate. All results shall be tested and verify by an expert in this
technology and support party A's operation system, hardware and software.
(C) Target date for finished product
Party B Shall have a finished product to satisfy Party A's requirement
by 11-04-2006.
(D) Research and development cost, compensation and terms of payment
(i) Research and development cost means the cost for the
research and development. Compensation means the reward
for all involved technicians and supporting staffs.
(ii) All payments will be in RMB
(iii) Total cost for the research and development and
compensation shall be two hundred thousand RMB
(200,00.00 RMB). Party A will provide the full amount
(E) Method of payment
(i) Two hundred thousand RMB (200,000.00 RMB) shall pay in full
on or before 12-30-2005
(ii) Installment - no applicable
(F) Procession of properties that is purchased for the research.
All properties that are purchased for the research and development of
this project will be party B's properties after the project is
finished.
(G) Date, location and how to fulfill this contract.
This contract will be executed between 11-4-2005 to 11-4-2006 at Tsing
Hua University Shenzhen research and development center. This contract
will be funded by party A and party B will be responsible for the
research and development
(H) Confidentiality
Both parties agreed the confidentiality of this contract should not
affect by any change or termination of this contract. This is a
long-term confidentiality contract
(I) Rick factor
During the research and development stage if any party get into any
unsolvable technical problem that cause any lose, both parties will
bare the lose. That will include lose of money, time and labor. If any
party foresee such a problem that might come up, this party should
notify the other party right away in order to minimize any lose that
might occur. If this party fails to do so, the said party shall be
responsible for all loses
(J) Ownership of new intellectual property
After the fulfillment of this contract, party B will be the sole owner
of the said intellectual property and party A has the right to use the
property
(K) Acceptance standard
All results (section B's requirement) shall use the standard that was
set on this contract. All costs shall be pay by party A and reports
shall be coming from a recognized expert in this technology. If party
A does not arrange expert to test the product by 12-30-2006, it is
assume that party A accepted the end product
(L) Breach of contract and penalties
The contract law of The Peoples' Republic of China governs this
contract
(i) If party A delay payment and cause any interruption for
party B's progress, party A everyday shall pay an extra 2%
of the contract amount. If payment is delayed for two
months other than paying an extra 2% everyday, party A
shall pay an extra 10% of the contract amount and party B
shall have the right to request a termination of the said
contract
(ii) If party B dose not start the research and development two
moths after receive party A's payment. Party A has the
right to terminate the contract and party B shall pay a 10%
penalty on the amount of the contract and return all money
to Party A
(iii) If any party breach other contents of this contract, breach
party shall pay a reasonable amount of penalty and the
total amount shall not exceed the total amount of the whole
contract
(M) Settlement for disagreement
If and disagreement comes up, both parties shall try to settle the
disagreement in a friendly manor and a mediator can be bring in if
necessary. If no agreement can be made, the case shall be bring to the
court of Shenzhen to get justify. Both parties shall be obligated to
the judgment in a good manor
(N) Others
Any amendment or attachment to this contract shall be notify by both
parties to the Government Scientific Research and Development
Department and validated by the said party
Party A - Titanium Group Ltd
Representative: Johnny Ng
Address: 4/F, BOCG Insurance Tower
134-136 Des Voeux Road Central
Hong Kong SAR
China
Phone No: 852-3427-3177
Party B - Tsing Hua University (Shenzhen research campus)
Contact: Chung Yuk Tuen
Phone No: 0755-26036771
Address: Tsing Hua University (Shenzhen research campus)
Banker: Commercial Bank of Shenzhen
Acct No: 0142100324889