Contract On The Joint Venture

EXHIBIT 3.4


Contract on the Joint Venture Shenzhen Neihe Electronic
Network Systems Co., Ltd.


Chapter I General Provisions


In accordance with the "Law of Enterprise of Sino-Foreign Joint Investment of the People's Republic of China" and other laws and rules of China, with the principle of equality and mutual benefits and through friendly negotiation, Shenzhen Zhongzhi Investment & Development Co., Ltd., Shenzhen Weihai Industrial Development Co., Ltd. and Hong Kong Welline Enterprise Limited China agree to jointly make investment to establish a joint venture in Shenzhen City of Guangdong Province of the People's Republic of China and hereby make the Contract.


Chapter II Parties of Cooperation


Clause I All Parties in the Contract are as follows:


Party A: Shenzhen Zhongzhi Investment & Development Co., Ltd.,
registered in Shenzhen City China, of which the legal address is:
6/F, 2 Dongmen C. Road, Luohu District Shenzhen City. Legal
representative: Sun Zhongwei, Position: president, Nationality:
Chinese, Tel: 5564238, Fax: 5564218 Party B: Hong Kong Welline Enterprise Limited China, registered in
Hong Kong China, of which the legal address is: Flat/Rm. 1001 10F
Cheung Fung Ind. Bldg. 23-29 Pak Tin Par St. Tsuen Wan. Legal
representative: Yan Yumin, Position: president, Nationality:
(Hong Kong) Chinese, Tel: 00852-23927032, Fax: 00852-23927033. Party C: Shenzhen Weihai Industrial Development Co., Ltd., registered
in Shenzhen City China, of which the legal address is: F/1, 1
Northwest side of Gymnasium, Futian District Shenzhen City. Legal
representative: Peng Yan, Position: president, Nationality:
Chinese, Tel: 3252962, Fax: 3252964.


Chapter III Establishment of Joint Venture


Clause II In accordance with the "Law of Enterprise of Sino-Foreign Joint Investment of the People's Republic of China: and other laws and rules of China, all parties aforementioned agree to establish a joint venture in Shenzhen City China.


Clause III The name of the joint venture is Shenzhen Neihe Electronic Network Systems Co., Ltd. (hereinafter referred to as "JV"). Legal address of the JV: 1608 International Trust Building, Hongling C. Road, Luohu District Shenzhen City.


Clause IV The JV is established under the approval of the verification authority of Shenzhen People's Government and registered in Shenzhen, is a Chinese corporate, which should observe the laws, rules, decrees and relevant


regulations of the People's Republic of China and is subject to the jurisdiction protection of the laws of China.


Clause V The JV is a limited liability company. The responsibilities of each party of cooperation in the JV are rated according to the investment amount subscribed. Each party shares profits and risks and losses as per the proportion of investment in the registered capital.


Chapter IV Purpose, Scope and Scale of Joint Venture


Clause VI The purpose of joint investment of all parties in cooperation: Adhering to the desire of enhancing economic cooperation and technical communication, to adopt advanced and applicable technologies and scientific methods of business management to improve the quality of products, to develop new products with great competitiveness in respect of quality, price, etc., and to promote the economic benefits to return satisfactory economic benefits to all parties of investment.


Clause VII The business scope of the JV: to be engaged in the research and development of computer software, hardware, network system and communication equipment.


Clause VIII The scale of JV is as follows:


The annual production value of the JV is to be RMB 30 million. The varieties of products comprise all kinds of computer software, hardware and network system, communication equipment and electronic equipment.


Chapter V Total Amount of Investment and Registered Capital


Clause IX The total amount of investment of the JV is RMB 10 million.


Clause X The registered capital of the JV is RMB 10 million.


Party A furnishes 4 million, covering 40%;
Party B furnishes 4 million, covering 40%;
Party C furnishes 2 million, covering 20%.


Clause XI All parties in joint investment furnish in cash.


Clause XII The registered capital of the JV will be paid off in one-lump-sum within six months from the issuance date of business license as per their respective investment proportions.


Clause XIII During the cooperation period, all parties of cooperation are prohibited to withdraw the registered capital by any reason or method.


Clause XIV In the event that one party transfers all or part of its investment to a third party, it should be carried in unanimously in the BOD and reported to the verification authority for approval. Other parties of cooperation have the priority to subscribe the investment transferred by one party of cooperation. The condition that one party of cooperation transfers the investment to a third


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non-cooperation party should not be preferential to that to a party of cooperation. The transference in breach of the regulations aforementioned is invalid.


Chapter VI Responsibilities of All Parties of Cooperation


Clause XV All parties of cooperation are responsible for fulfilling the following items and matters:


Responsibilities of Party A, Party B and Party C:


Going through the procedures of applying for establishing the JV, registration, etc.


Going through the procedures of applying for leasing office land;


Subscribing for investment according to the regulations;


Assisting the import entry of the equipment of the JV;


Assisting the JV to purchase or lease equipment, stationery, transporting vehicles, communication facilities, etc. at home and abroad;


Assisting the JV to fix the business conditions of water, electricity, transportation, etc.


Assisting the invite business management personnel, technicians and other personnel required;


Assisting the JV to go through the procedures in respect of interim lodging certificates, entry visas, working permits, etc.


Being responsible for other items and matters assigned by the JV.


Chapter VII Equipment Purchase


Clause XVI The equipment, transportation vehicles, stationery, etc. required in the JV should be purchased in China as possible under the equal conditions;


Clause XVII JV's equipment which shall be imported from abroad should be jointly purchased by all parties of cooperation. In the event that it is authorized to one party to purchase, the purchasing party should in advance inform other shareholders the model, quality, origin, quantity, price, etc. of the equipment, and receive written confirmation, can it be then purchased.


Clause XVIII The equipment, transporting vehicles, etc. purchased by the JV from abroad market should be submitted to the commodities inspection authority of China for inspection according to the regulations of the "Inspection Law of Imported Commodities of the People's Republic of China".


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Chapter VIII Sales of Products


Clause XIX The sales proportion of products at home and abroad of the JV is: Export ...