Chipcards Inc Sample Contracts

Chipcards Inc – COMMERCIAL GUARANTY (May 15th, 2002)

COMMERCIAL GUARANTY ------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials 211 013 [illegible] ------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Chipcards, Inc. fka American Pacific Technology Lender: Trans Pacific National Bank Corp. (American Pacific Aviation and Techonology 46 Second St. Corp.)

Chipcards Inc – TERMINATION OF CONSULTING AGREEMENT (May 15th, 2002)

TERMINATION OF CONSULTING AGREEMENT THIS TERMINATION OF CONSULTING AGREEMENT (the "Agreement") is entered into by and among American Pacific Technology, Inc. (a/k/a Chipcards, Inc.), a California corporation (the "Company") and Ross H. Mandell (the "Consultant"), on this 23rd day of January, 2002 (the "Execution Date"). Recitals WHEREAS, on March 20, 2000, the Company and the Consultant entered into a Consulting Agreement (the "Consulting Agreement"); and WHEREAS, on October 31, 2001, Mandell sub-contracted a portion of his consulting duties under the Agreement to St. James Holdings, LLC ("St. James") and, as consideration therefor, transferred 500,000 shares of the common stock to St. James; WHEREAS, the parties wish to terminate the Consulting Agreement (including the rights and obligations of St. James) and provide for the payment of $200,000 in cash to the Consultant; and NOW THEREFORE, in consider

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (May 15th, 2002)

AGREEMENT FOR PURCHASE OF EQUIPMENT Number: 2002BZD (2)-012 2002 April 2002 1 AGREEMENT FOR PURCHASE OF EQUIPMENT CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Beijing Zhong Dun Security Technology Development Company, on behalf of the Ministry of Security No. 1 Research Institute (hereinafter referred as Party A) and the American Pacific Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and through friendly negotiations, to purchase from Party B by Party A the equipment for the production of the contactless smart cards. 1.2 It is agreed that Party B shall provide four full sets, brand new, and state-of-art production line and the

Chipcards Inc – Agreement Regarding Non-Involvement with The Thornwater Company, L.P. (May 15th, 2002)

Agreement Regarding Non-Involvement with The Thornwater Company, L.P. STATE OF NEW YORK ) )ss.: COUNTY OF NASSAU ) ROSS H. MANDELL states the following under penalty of perjury: 1. I was a registered representative with The Thornwater Company, L.P. ("Thornwater") until January 2001. Thereafter, I was a consultant to Thornwater pursuant to a written Consulting Agreement dated January 29, 2001. 2. This statement confirms that I resigned as a consultant to Thornwater effective as of December 31, 2001 and have otherwise repudiated the terms of my Consulting Agreement with Thornwater. 3. I confirm that I will not directly or indirectly be involved in, control or otherwise direct Thornwater's business. 4. I further confirm that I have agreed not to subcontract to any person any of the services I will or may perform pursuant to my consulting agreement with Chipcards, Inc. dated January 29,

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (May 15th, 2002)

AGREEMENT FOR PURCHASE OF EQUIPMENT AMPAC-HG20010306 2001 1 AGREEMENT FOR PURCHASE OF EQUIPMENT CHAPTER I - GENERAL PRINCIPLES 1.1 The following contract is made by Shandong Huaguan Group General Company (hereinafter as Party A) and the American Pacific Aviation and Technology Corporation (hereinafter as Party B), based on the principle of mutual benefits and through negotiation, the purchase by Party A from Party B the production equipment of contactless smart cards. 1.2 It is agreed that Party B shall provide Party A with a full set, brand new, and state-of-art production equipment and complete production technology, technical information and all software for the production of contactless smart cards, to ensure the mechanica

Chipcards Inc – COMMERCIAL GUARANTY (May 15th, 2002)

COMMERCIAL GUARANTY -------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials 211 013 [Illegible] -------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Chipcards, Inc. fka American Pacific Technology Lender: Trans Pacific National Bank Corp. (American Pacific Aviation and Technology 46 Second St. Corp.)

Chipcards Inc – RE: Consulting Agreement dated January 29, 2001 ("Consulting Agreement") (May 15th, 2002)

ROSS H. MANDELL C/O SKY CAPITAL HOLDINGS, LTD. 110 WALL STREET NEW YORK, NEW YORK, 10005 December 20, 2001 The Thornwater Company, L.P. 99 Wall Street New York, New York 10005 ATTN: Robert Grabowski RE: Consulting Agreement dated January 29, 2001 ("Consulting Agreement") Gentlemen: Reference is made to the Consulting Agreement. By your signature below it is agreed that the Consulting Agreement is terminated effective with the close of business, New York local time on December 31, 2001, on and subject to the terms and conditions of this letter. Except as expressly set forth in Paragraph 5 of the Consulting Agreement, subsequent to the termination neither party will have any further obligations or liabilities to the other pursuant to the Consulting Agreement. Any and all obligations and liabilities of the parties under the Consulting Agreement which arose

Chipcards Inc – Agreement Regarding Non-Involvement with Chipcards, Inc. (May 15th, 2002)

Agreement Regarding Non-Involvement with Chipcards, Inc. STATE OF NEW YORK ) ) ss: COUNTY OF NASSAU ) ROSS H. MANDELL states the following under penalty of perjury: 1. I am a shareholder of Chipcards, Inc. (the "Company"). I was previously a consultant to the Company pursuant to a written consulting agreement, and was proposed to be a member of its Board of Directors upon the listing of its stock on the Nasdaq SmallCap Market. 2. This statement confirms that my consulting agreement with the Company has been terminated, and that I have agreed not to be an officer, director, employee or consultant to the Company at any time. 3. I confirm that I will not directly or indirectly be involved in, control or otherwise direct the Company's business. Dated: February 11, 2002 Ross H. Mandell -----------------------

Chipcards Inc – AGREEMENT OF RAW MATERIALS AND SALES (November 14th, 2001)

Exhibit 10.15 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT OF RAW MATERIALS AND SALES The following agreement is made by China Card I.C. (Shanghai) Co., Ltd. (hereinafter as Party A) and American Pacific Aviation & Technology Corporation (hereinafter as Party B), based on the principle of mutual benefits and through sincere friendly negotiations, for the purchase of raw materials for the production of contactless smart cards by Party B on behalf of Party A and for granting Party B the exclusive right for selling the contactless smart cards produced by Party A.

Chipcards Inc – EQUIPMENT PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.34 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. EQUIPMENT PURCHASE AGREEMENT Number: TRANCO-PC002 August 2001 CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Tranco Limited (hereinafter referred as Party A) and the American Pacific Aviation Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and through friendly negotiations, to purchase from Party B by Party A the equipment for the production of the con

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (November 14th, 2001)

Exhibit 10.28 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT FOR PURCHASE OF EQUIPMENT Number: 2001BZD (2)-019 2001 CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Beijing Zhong Dun Security Technology Development Company, on behalf of the Ministry of Security No. 1 Research Institute (hereinafter referred as Party A) and the American Pacific Aviation Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and thro

Chipcards Inc – ADDENDUM TO THE AGREEMENT FOR PURCHASE OF EQUIPMENT AGREEMENT (November 14th, 2001)

Exhibit 10.13 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. ADDENDUM TO THE AGREEMENT FOR PURCHASE OF EQUIPMENT AGREEMENT After negotiations by both parties, Provision 4.4 of Article 4 in the "Agreement for Purchase of Equipment" is amended as follow: After approval of preliminary inspection and before packaging for shipment, Party B shall, by presenting the signed approval of the preliminary inspection, airway bill, invoice and quality certification, request for payment by Party A of US$[ ] US Dollars). Ten days after the full set of eq

Chipcards Inc – ADDENDUM TO EQUIPMENT PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.14 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. ADDENDUM TO EQUIPMENT PURCHASE AGREEMENT I. China Card I.C. (Shanghai) Co., Ltd. (hereinafter as Chinese Party) purchases the production equipment of contactless smart cards from American Pacific Aviation and Technology Corp. (hereinafter as US Party). The total value of the equipment shall be US$[ ]. II. Payment Method: 1. The Chinese Party shall pay the US Party for the equipment deposit of US$[ ]. 2. The Chinese Party shall issue a Letter of Credit for US$[ ] to

Chipcards Inc – LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.17 TECHNICAL SERVICES AND PATENT TECHNOLOGY LICENSING AGREEMENT This agreement is made between the China Card IC (Shanghai) Company, (hereinafter as Party A), of China, and the American Pacific Aviation & Technology Corporation (hereinafter as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and patent technology by Party B to Party A. 1. Party B shall provide Party A with the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or patent technology) for the production of contactless smart cards and shall guarantee that the production equipment and products produced meet the requirements of the Agreement for Purchase of Eq

Chipcards Inc – EQUIPMENT PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.36 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. EQUIPMENT PURCHASE AGREEMENT CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Shangdong Lu Neng Huang Tai Industrial Group Limited (hereinafter referred as Party A) and the American Pacific Aviation Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and through friendly negotiations, to purchase from Party B by Party A the equipment for the production of the contactless smartcards. 1.2 This agreement is made in

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (November 14th, 2001)

Exhibit 10.30 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT FOR PURCHASE OF EQUIPMENT Number: 20010903MPS-CVIC September 2001 CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Beijing Bu Lu Dun High Tech Company Limited, on behalf of the China Motor Vehicle Safety Inspection Center (hereinafter referred as Party A) and the American Pacific Aviation Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and through frie

Chipcards Inc – TECHNICAL SERVICES AND LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.33 TECHNICAL SERVICES AND LICENSING AGREEMENT This agreement is made by the Tranco Ltd. (hereinafter referred as Party A) and the American Pacific Aviation & Technology Corporation (hereinafter referred as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and licensing (patent technology) by Party B to Party A for the production of contactless smart cards. 1. Party B shall provide the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or patent technology) for the production of contactless smart cards and shall guarantee that the production equipment and products produced by Party A meet the requirements of the "Equipment Purchase Agreement". 2.

Chipcards Inc – WARRANT (November 14th, 2001)

EXHIBIT 4.2 WARRANT REPRESENTATIVE'S WARRANT AGREEMENT (the "Warrant Agreement"), dated as of __________ ___, 2001, between CHIPCARDS, INC., a California corporation (the "Company"), and THE THORNWATER COMPANY, L.P. (hereinafter referred to variously as the "Holder" or the "Representative"). The Company proposes to issue to the Representative warrants (the "Warrants") to purchase up to 100,000 units (the "Units"), each Unit consisting of one share of the Company's common stock, no par value (the "Common Stock") and one Warrant for the Purchase of Common Stock (the "Redeemable Warrant"); The Representative has agreed, pursuant to the underwriting agreement (the "Underwriting Agreement") dated ______________, 200[1] among the Company, the Representative and the other underwriters named in Schedule I thereof (collectively with the Representative, the "Underwriters") to act as

Chipcards Inc – SINO FOREIGN JOINT VENTURE AGREEMENT (November 14th, 2001)

Exhibit 10.9 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. SINO FOREIGN JOINT VENTURE AGREEMENT February 2000 FOREIGN JOINT VENTURE AGREEMENT ARTICLE 1: GENERAL PRINCIPLES This agreement is made between the Shandong Huang Tai Industrial Group of China with the American Pacific Aviation Technology Company (AMPAC) of the United States, according to the "People's Republic of China Sino-Foreign Joint Venture Laws" and other related Chinese laws, and based on the principle of mutual benefits and through friendly negotiations to establish in Shanghai, China, a joint venture.

Chipcards Inc – CONTRACT (November 14th, 2001)

Exhibit 10.18 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. CONTRACT For business of processing Party B's materials into finished products. Contract No. Date of Signing: Party A: China Cards.Com Party B: American Pacific Aviation & Technology Add: Room 1704 Huaneng Unite Mansion Add: 1 Sansome St., 19th Floor 139 Yincheng Road (E), Pudong San Francisco, CA 94104 Shanghai 200120, China USA

Chipcards Inc – SUPPLEMENTAL AGREEMENT (November 14th, 2001)

Exhibit 10.22 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. SUPPLEMENTAL AGREEMENT AS A REVISION OF THE AGREEMENT SIGNED ON 4/1/2000 Shangdong Huaguan Group Ltd. (hereinafter referred to as Party A) and American Pacific Aviation & Technology Corporation (hereinafter referred to as Party B) signed on 4/1/00 the Equipment Purchase Contract, the Technical Aid And Know-how License Contract and the Raw Materials Supply And Products Sales Contract, in relation to the purchase by Party A of Party B's production facilities for the manufacture of the co

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (November 14th, 2001)

Exhibit 10.23 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT FOR PURCHASE OF EQUIPMENT 2001 CHAPTER I - GENERAL PRINCIPLE 1.1 This contract is made between the Hainan Pacific New High Tech Company (hereinafter as Party A) and the American Pacific Aviation Technology Company (hereinafter as Party B), based on the principle of mutual benefit and through friendly negotiations, to purchase from Party B by Party A the equipment for the production of the contactless smartcards. 1.2 It is agreed that Part

Chipcards Inc – EMPLOYMENT AGREEMENT (November 14th, 2001)

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of November 1, 2000, is by and between Chipcards, Inc., a California corporation (the "Company"), and Fillian Lei (the "Employee"). WHEREAS, the Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee's employment with the Corporation; and WHEREAS, the Company desires assurance of the continued association and services of the Employee in order to retain her experience, abilities, and knowledge, and is therefore willing to engage her services on the terms and conditions set forth below, and the Employee desires to accept such employment, all on the terms and conditions hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee,

Chipcards Inc – AGREEMENT FOR EXTENDING THE DEADLINE OF (November 14th, 2001)

Exhibit 10.10 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT FOR EXTENDING THE DEADLINE OF FOREIGN INVESTMENT CONTRIBUTION The China Card IC (Shanghai) Company Limited, represented by the Shandong Huang Tai Industrial Group (hereinafter as Party A), has registered to establish a joint venture with the American Pacific Aviation Technology Company Limited (hereinafter as Party B) on March 21, 2000. The total investment of the joint venture is RMB$[ ], with a registered capital of RMB$[ ]. Party A shall contribute RMB$[ ] in ca

Chipcards Inc – TECHNICAL SERVICES AND LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.29 TECHNICAL SERVICES AND LICENSING AGREEMENT 2001 Technical Services and Licensing Agreement This agreement is made by the Beijing Zhong Dun Technology Development Company, on behalf of the People's Republic of China Ministry of Security No. 1 Research Institute (hereinafter referred as Party A) and the American Pacific Aviation & Technology Corporation (hereinafter referred as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and licensing (patent technology) by Party B to Party A for the production of contactless smart cards. 1. Party B shall provide the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or

Chipcards Inc – EMPLOYMENT AGREEMENT (November 14th, 2001)

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of November 1, 2000, is by and between Chipcards, Inc., a California corporation (the "Company"), and Paul Amadeo (the "Employee"). WHEREAS, the Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee's employment with the Corporation; and WHEREAS, the Company desires assurance of the continued association and services of the Employee in order to retain her experience, abilities, and knowledge, and is therefore willing to engage her services on the terms and conditions set forth below, and the Employee desires to accept such employment, all on the terms and conditions hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee,

Chipcards Inc – SUPPLEMENTAL AGREEMENT (November 14th, 2001)

Exhibit 10.12 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. SUPPLEMENTAL AGREEMENT AS A REVISION OF THE AGREEMENT SIGNED ON 2/18/2000 China Card I.C. (Shanghai) Co., Ltd. (hereinafter referred to as Party A) and American Pacific Aviation & Technology Corporation (hereinafter referred to as Party B) signed on 2/18/00 the Equipment Purchase Contract, the Technical Aid And Know-how License Contract and the Raw Materials Supply And Products Sales Contract, in relation to the purchase by Party A of Party B's production facilities for the manufacture of

Chipcards Inc – AGREEMENT OF TRANSFER OF SHARES - 3 (November 14th, 2001)

Exhibit 10.40 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT OF TRANSFER OF SHARES - 3 Party A: United Power (USA), Inc. Address: Legal Representative: (signature) Nationality: Chinese Title: President Party B: American Pacific Aviation and Technology Inc. Address: One Sansome Street, 19th Floor Legal Representative: (signature) Nationality: US Title: President The China Card Smart Card (Shanghai) Company Limited is a joint venture established and registered on March 21, 2000, by the Shandong Huang Tai Industrial Group Corporation (approved by local Industr

Chipcards Inc – TECHNICAL SERVICES AND LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.27 TECHNICAL SERVICES AND LICENSING AGREEMENT Technical Services and Licensing Agreement This agreement is made by the Hainan Pacific New High Tech Company Limited (hereinafter as Party A) and the American Pacific Aviation & Technology Corporation (hereinafter as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and licensing (patent technology) by Party B to Party A for the production of contactless smart cards. 1. Party B shall provide the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or patent technology) for the production of contactless smart cards and shall guarantee that the production equipment and products produced by Pa

Chipcards Inc – EQUIPMENT PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.32 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. EQUIPMENT PURCHASE AGREEMENT Number: TRANCO-PC001 August 2001 CHAPTER I - GENERAL PRINCIPLES 1.1 This contract is made between the Tranco Ltd. (hereinafter referred as Party A) and the American Pacific Aviation Technology Company (hereinafter referred as Party B), based on the principle of mutual benefit and through friendly negotiations, to purchase from Party B by Party A the equipment for the production of the contac

Chipcards Inc – AGREEMENT FOR PURCHASE OF EQUIPMENT (November 14th, 2001)

Exhibit 10.11 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT FOR PURCHASE OF EQUIPMENT CHAPTER I - GENERAL PRINCIPLE 1.1 China Card I.C. (Shanghai) Co., Ltd. (hereinafter as Party A) and the American Pacific Aviation and Technology Corporation (hereinafter as Party B), based on the principle of mutual benefits and through negotiation, have entered the following contract for the purchase by Party A from Party B the production equipment of contactless smart cards. 1.2 This contract contains the following appendixes: Appen

Chipcards Inc – TECHNICAL SUPPORT AGREEMENT (November 14th, 2001)

Exhibit 10.16 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. TECHNICAL SUPPORT AGREEMENT February 22, 2000 TECHNOLOGY AGREEMENT The China Card IC (Shanghai) Company, based on the research of market demand of smartcards and survey of equipment vendors, has decided to purchase from American Pacific Aviation Technology Company the full set of equipment and technology for the production of smartcards. Based on the principle of mutual benefits, both parties have signed the "Agreement for Purchase of Equipment", the "Technical Services and Patent Technology Licensing Agreem

Chipcards Inc – AGREEMENT OF TRANSFER OF SHARES - 01 (November 14th, 2001)

Exhibit 10.38 Certain portions of this Exhibit have been omitted pursuant to a request for "Confidential Treatment" under Rule 24b-2 of the Securities and Exchange Commission. Such portions have been redacted and bracketed in the request and appear as [ ] in the text of this Exhibit. The omitted confidential information has been filed with the Securities and Exchange Commission. AGREEMENT OF TRANSFER OF SHARES - 01 Party A: Shandong Lu Neng Huang Tai Industrial Group Company Limited Address: 172, Industry Road North, Jinan, Shandong Legal Representative: (signature) Nationality: Chinese Title: General Manager Party B: American Pacific Aviation and Technology Inc. Address: One Sansome Street, 19th Floor Legal Representative: (signature) Nationality: US Title: President The China Card Smart Card (Shanghai) Company Limited is a joint venture established and registered on March 21, 200

Chipcards Inc – TECHNICAL SERVICES AND LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.35 TECHNICAL SERVICES AND LICENSING AGREEMENT This agreement is made by the Tranco Limited (hereinafter referred as Party A) and the American Pacific Aviation & Technology Corporation (hereinafter referred as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and licensing (patent technology) by Party B to Party A for the production of contactless smart cards. 1. Party B shall provide the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or patent technology) for the production of contactless smart cards and shall guarantee that the production equipment and products produced by Party A meet the requirements of the "Equipment Purchase Agreement".

Chipcards Inc – TECHNICAL SERVICES AND LICENSING AGREEMENT (November 14th, 2001)

Exhibit 10.31 TECHNICAL SERVICES AND LICENSING AGREEMENT This agreement is made by the Beijing Bu Lu Dun High Tech Company Limited, on behalf of China Motor Vehicle Inspection Center (hereinafter referred as Party A) and the American Pacific Aviation & Technology Corporation (hereinafter referred as Party B), based on the principle of mutual benefits and through friendly negotiations, for the provision of technical services and licensing (patent technology) by Party B to Party A for the production of contactless smart cards. 1. Party B shall provide the full set of technology (including technical process, operation rules, maintenance rules, inspecting and testing rules, administration system and all drawings, information, software or patent technology) for the production of contactless smart cards and shall guarantee that the production equipment and products produ