EXHIBIT 10.3
TECHNOLOGY TRANSFER CONTRACT
Party A (hereinafter "HX"): [CHINESE CHARACTERS]
Party B (hereinafter "3S"): Sensor System Solutions, Inc.
Party C (hereinafter "GENESIS"): Hongkong Great Genesis Group Co., LTD
Joint venture (hereinafter "USAI"): [CHINESE CHARACTERS](Universal Sensor
Application, Inc.)
OVERALL
1.1 All parties agree to establish a joint venture - Universal Sensor
Application Inc. in the Wuhan East Lake development zone. This joint
venture will combine 3S's advanced sensor manufacturing technology with
superb position in the auto spare parts market of Hubei HengLong Group
whose subsidiaries includes HX and GENESIS to produce sensor modules for
domestic and foreign automotive market and other industries.
1.2 The registered capital of the joint venture will be USD 10 million. HX
will invest USD 1 million in cash and other assets, 3S will invest USD 3
million with technology and other related assets, and GENESIS will invest
USD 6 million in cash and other assets. All parties will sign this
agreement as an effective appendix of the joint venture contract.
TECHNOLOGY TO BE TRANSFERRED
2.1 All of 3S' existing sensor related technology.
2.2 Technology include but not limited to: Micro-Electro-Mechanical Systems
(MEMS) integration technology, fabrication technology of MEMS silicon
pressure sensor, MEMS vacuum package technology, thin film sensor
technology, Silicon-on-Metal sensor technology, application specific
integrated circuit for analog signal conditioning, etc.
TECHNOLOGY TRANSFER
3.1 3S will transfer above technology to USAI and will give USAI the exclusive
right to use them in China. The right will be assessed and accounted for
3S' USD 3 million investment.
3.2 The value of the above right should be assessed by an organization or
personnel that are agreed by three parties.
3.3 3S will provide HX and GENESIS with a detail technology list and an
assessment report before signing the joint venture agreement. This
technology list must include certificate or proof of patent or know-how,
and illustrations of applications.
3.4 3S guarantees that these transferred technologies can be used for mass
production.
3.5 To facilitate the preparation work for production and management, 3S will
provide a complete set of document for these technologies after the
foundation of this joint venture. 3S will also promptly transfer any newly
developed sensor related technology to the joint venture without
additional charge to assure that USAI can keep up with 3S' new product
introduction.
3.6 3S guarantees that it will not transfer any of the above technologies and
new sensor related technologies to any other organizations or persons in
China. 3S will forbid the transferee to use any of the above technologies
in china or transfer to China if 3S transfer any of the above technologies
outside of China.
3.7 HX, GENESIS and USAI guarantee not to transfer the above technologies in
any form or shape to any organizations or persons unless there is a
written agreement by 3S.
MARKET
4.1 3S will gradually transfer its customers in China and Asia to USAI
whenever USAI is ready for volume production.
4.2 USAI's market is mainly in China and Asia; it can also export to other
regions and countries. However, USAI needs to get 3S's approval beforehand
if 3S already in these regions or countries.
4.3 USAI can sell its product under its label or with 3S's label. It can also
use 3S's sales channel and market with 3S's approval.
TECHNOLOGY DEVELOPMENT
5.1 USAI will establish a sensor R&D center, and will cooperate with
universities in China to develop new products and the new sensing
technologies.
5.2 USAI will own all new products and new technologies developed by this joint
venture.
OTHERS
6.1 This contract along with the technology list and the technology assessment
report are attachments of the join venture agreement.
6.2 There will be four copies of originally signed contract. HX, GENESIS, 3S
and USAI each will own one copy. There will be several duplicate copies
for business
application and registration.
6.3 The effective date of this contract is the same as the date on the joint
venture contract.
[CHINESE CHARACTERS]
SENSOR SYSTEM SOLUTIONS, INC.
CHINA AUTOMOTIVE SYSTEMS, INC.
