Sample Business Contracts

Technology License Contract [Renewal] - CEC Telecom Co. Ltd. and Hua Yu Zi Yuan Software Tech (Beijing) Co. Ltd.


THIS RENEWAL AGREEMENT (this "Agreement") to the Technology License Contract
dated July 25, 2001 (the "LICENSE CONTRACT") by and between CEC Telecom Co.,
Ltd. ("Party A" in the License Contract, which is also "Party A" herein), with
its legal address at Level 10, Zhongdian Information Mansion, 6 Zhongguancun Nan
Da Jie, Haidian District, Beijing, the People's Republic of China ("PRC"), and
Hua Yu Zi Yuan Software Tech (Beijing) Co., Ltd. ("Party B" in the License
Contract, which is also "Party B" herein), with its legal address at Room 900,
Shengfu Building, 37 Maizidian Street, Chaoyang District, Beijing PRC, is
entered into by and between Party A and Party B. The effective date of this
Agreement (hereinafter referred to as the "RENEWAL EFFECTIVE DATE") is May 25,


1. Party B owns, has developed and will continue to develop the text input
method, and has licensed Party A to use such text input method pursuant to the
terms of the License Contract.

2. The parties agree to renew the License Contract in accordance with the terms
of the License Contract as well as the terms provided herein.

According to the laws and regulations of PRC and based on equal and mutual
benefit principle, after friendly negotiation, the two parties hereby agree as

1. The parties agree to renew the term of the License Contract for a period of
five years, which shall be from the Renewal Effective Date to May 25, 2009.

2. The parties agree to amend the definition of the Software set forth in Annex
1 of the License Contract by agreeing that from the Renewal Effective Date on,
Party A shall be authorized to use the sixth edition of the eZiText Software,
and cease using the old version.

3. The parties agree to amend Annex 2 (Fees and Royalties) of the License
Contract by agreeing that the following terms shall be applied to the License
Contract from the Renewal Effective Date:

a. Royalties: Party A agrees to pay royalties to Party B pursuant to the
following table (in which, "per piece" means one piece of "Software" used in any

    1 to 141,653 piece(s)       US$ 0.00 per piece
 141,654 to 2,000,000 pieces    US$ 0.22 per piece
2,000,001 to 5,000,000 pieces   US$ 0.21 per piece
   above 5,000,000 pieces       US$ 0.20 per piece

During the term of this Agreement, Party A shall always be liable to keep Party
B informed of the number of the pieces of the Software actually used. In case
the number of the Software used exceeds 141,653, Party A shall pay Party B the
Royalties according to the prices set forth in the above table, and Party B
shall provide Party A with VAT invoices on the Royalties paid by Party A.



b. Other Language Versions: If Party A requests in writing any additional
language versions of the Software as set forth in the table below (other than
the Chinese and English versions), the parties will negotiate to determine the
royalties to be paid for using such additional new language versions at the time
Party A makes such request:

       English (GB, USA, PRC)
           Indian language
Portuguese (Europe and Latin America)
 Spanish (Europe and Latin America)
           Jewish language

c. Supporting and Maintenance Service: If Party A requires Party B to provide
supporting and maintenance service for which the annual service fee is required
to be paid in a lump sum, Party A shall make payment for such service fee on a
annual basis. The standard service fee is US$ 25,000, and the high-grade service
fee is US$ 50,000. The initial service fee for such supporting and maintenance
service shall be paid by Party A at the time it requests such service, and the
service fee for each subsequent year during the term of this Agreement shall be
paid on the same date in each year as that on which the initial service fee is

If Party A does not select to pay the service fee for supporting and maintenance
service on an annual basis, the fee for any supporting and maintenance service
provided as per the request of Party A shall be US$ 1,500 per platform. After
Party A makes a request for supporting



and maintenance service, Party B shall offer Party A the quotation for each
service to be provided by Party B, and Party B will commence its service after
Party A accepts its quotation in writing.

4. Unless otherwise provided in this Agreement, the capitalized terms used but
not defined herein shall have the same meaning ascribed to them in the License
Contract. This Agreement shall be deemed as a part of the License Contract. Any
reference to the License Contract in any other documents shall be construed as
including this Agreement. Except the provisions subject to amendment, any other
provisions of the License Contract shall continue to be effective. In case of
any discrepancy between this Agreement and the License Contract, this Agreement
shall prevail. This Agreement shall be governed by the PRC law.

5. This Agreement may be executed separately by the parties hereto, and each
executed copy shall be deemed as an original. All originals shall constitute the
same document.

This Agreement has been duly executed by the authorized representatives of the
parties hereto, and shall become effective from the Renewal Effective Date.

CEC Telecom Co., Ltd.                   HYZY Software Tech (Beijing) Co., Ltd.

Signature:                              Signature:
           --------------------------              -----------------------------
Name:                                   Name: Dale Kearns
Position:                               Position: Chief Financial Officer