Software Development Contract

Exhibit 10.23


Software Development Contract


Contract No:


Party A:


Address:


Postal Code:


Legal Representative:


Tel:

Fax:


Party B: BEIJING SIHITECH CO., LTD.


Address: 3th Floor, Tower B, Finance and Entrust Building, No.5 Anding Road, Chaoyang District, Beijing City, P.R.C.


Postal Code: 100029


Legal Representative (Principal): Hong Weidong


Opening Bank:


Bank Account:


Tel: 010-64421088

Fax: 010-64421210


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Party A:


Party B: BEIJING SIHITECH CO., LTD.


After friendly negotiation, in accordance to the relevant laws and regulations, Party A consigns Party B to develop software and provide related service on as follows:


Article 1 Definition


" Item" refers to the item of the software to be developed as consigned by Party A to Party B in accordance to the contract.


" Requirement" refers to the requirements specified in Annexure .


" Development" refers to the whole process and works of development in accordance to the requirements specified in the annexure [ ] of the contract, which includes the analysis on the Requirements, coding designing, testing and formal operation of the software to be developed.


" Final Product" refers to one or more programmes (or software) to be used in controller, processor or other hardwares in accordance to the requirements listed in the annexure, and the data related to such programmes, such as introductions and diagrams of the programme.


" Day" refers to the working day as regulated by PRC laws.


Other items needed to be defined .


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Article 2 Obligations of Party A


1. Party A shall deliver to Party B the information, data and materials confirmed by both parties that is necessary for the development of software.


2. Party A shall appoint one or more representatives to supervise and coordinate the work of Party B in the process of software development.


3. Party A shall take necessary measures to have its work place ready on schedule, to help Party B start its work in the working place on time.


4. Party A shall make the payment under the contract on schedule in accordance to the contract.


Article 3 Obligations of Party B


1. Party B shall perform its development work and deliver the Final Product on time in accordance to the Requirements of the annexure and the relevant articles of the contract.


2. Party B shall appoint qualified employees as per the requirement of Party A and shall appoint one representative to perform the following tasks:


1) Coordinating with the employees of Party A and supervising and managing the work of employees of Party B on the spot;


2) Holding meetings with the representatives of Party A regularly in accordance to the schedule negotiated and confirmed by both parties.


3) Party B shall not dismiss or replace the representatives unless with prior written consent of Party A.


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3. Party B shall be responsible for the corresponding liabilities stipulated in the contract for the delay or failure of development due to its own reasons.


4. Party B shall perform its development work under the contract and shall not assign such work partly or wholly to any third party unless with prior written consent of Party A.


5. Party B shall obtain relevant qualifications and be capable of these tasks and shall not infringe any intellectual property right of any third party during the period of development.


6. Party B shall guarantee that there is no defect or bug in the programme of the Final Product and shall be responsible for the repair of such defects or bugs in case it occurs, without charge and for the compensation for any loss of Party A resulting from such defects and bugs .


7. Party B shall appoint no less than one member from its item development team to assist in the localization and maintenance service for the period of the free maintenance.


8. Party B shall render relevant training service to extend the use of the final product within the employees of Party A in accordance to the Annexure .


9. Party B shall render item support and maintenance service to Party A in accordance to Annexure .


10. Party B shall render the training service to Party A in accordance to Annexure .


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Article 4 Contract Price


1. The total value of this contract is RMB .


Inclusive:


Development expense


RMB


a5: Yuan

Popularization expense


RMB


a5: Yuan ,

Maintenance expense


RMB


a5: Yuan ,

Technique training expense


RMB


a5: Yuan ,


Article 5 Payment and Method of Payment


1. Any payment and expenses by both parties under the contract should be paid in RMB.


2. Party A shall disburse the payment to the designated account of Party B. If there is any alternation to the designated account, Party B shall provide notice to Party A in written atleast [ ] days before the payment date and the notice should be stamped.


3. Within days of the effective date of this contract, Party A should pay Party B % of the Development Expense to the equivalent of RMB Yuan.


4. Within days putting into operation the final product, Party A should pay Party B % of the Development Expense, which is RMB Yuan .


5. Within months putting into operation the final product, Party A should pay Party B the remaining amount of the Development Expense, which is RMB Yuan .


6. Party B shall issue the formal invoice to Party A in accordance to


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the requirements of Party A and the schedule is as follows


1) At least days before Party A making t ...