Consulting Service Contract

This Contract is made by and between:

Party A:__________________, a corporation having its principal place of business at _______________

AND

AND Party B: MARK FRANCIS XAVIER SCHAEFFER having its principal place of business at 7151 E RANCHO VISTA DR

"Party A" and "Party B" individually referred to as the "Party" and collectively as the "Parties".

Whereas,

Party A and Party B, intend to be legally bound, Party A entrusts Party B to provide the services, and in consideration of the mutual understanding and covenants contained herein, agree as follows:

Project: (hereinafter referred to as the "India Project C") The project scope is the Large Construction Commercial bidding process management & Commercial Execution Plan Management. Party B has participated in a previous America Semiconductor Project of similar nature and scope and has unique experience that have been based in the America Region. It also has a special relationship with the understanding of the commercial requirement and management of Project C.

Contract No: ________________

1 Scope of service

Party A is the main contractor of Service for Asia in which Project C is located. Party A will be using its own resources to support Project C and is responsible for the activities execution based on its own experience in semiconductor construction. Party B is reliant on Party A execution capability.

Party B agrees to provide, under the request of Party A, with the following service, including but not limited to the services described below hereof, in relation to the Project (hereinafter referred to as the "Project Service").

In consideration of the further business cooperation, Party B agrees to provide Party A with the following Project Service, including but not limited to the services described below in relation to Project C.

a) Project Procurement strategy-based on its experience of recent semiconductor experience and knowledge of factory transfers from Asia and to the USA. Same model expertise is required.

b) Party A will be responsible for establishing a unit rate quote for Party A inclusive of Party A unit rate based for their personnel for use for Project C.

c) Project Commercial Execution Plans: Under the request of Party A, Party B shall provide input to relevant proposals concerning the Project Commercial Execution, including but not limited to the related bidding and commercial documentation, procedure, means to track the project status and communication with customer.

d) Commercial Bidding Process Management: Under the request of Party A, Party B shall provide with all necessary Construction bidding process management. Party A will be responsible for support and face to face execution requirements.

e) Project Management Support: Review of indicators and advice to the project team to better manage the project and overall delivery to customers based on schedule. Improve overall communications and advise on specific issues between Party A and customer

2 Staff Augmentation Services - There may be a requirement for key personnel positions to be obtained by Party B on behalf of Party A to support the execution of the project. In this Party B will get the approval of the qualified personnel based on the terms of their hiring from Party A. Since this is a shared services project there may be other support required out of America that Party A shall be responsible for based on the agreed upon unit rate cost of such personnel as a lump sum

3. BASIS OF COMPENSATION

a) Compensation Components. Consultant's compensation for the Services shall consist of the amounts for Consultant's Labor, Lump Sum Prices and Reimbursable Costs set forth in Project Release and subsequent amendments issued and Conditions, as those amounts may be modified

by Change Orders and if and as they become properly due in accordance with these Compensation and Payment Terms.

b) Validity of Rates and Prices. All rates and prices set forth in the clause 4 or any Project Release to these Compensation and Payment Terms or any Amendments shall be valid for the entire Agreement Term, and shall not be subject to revision for inflation or any changes to wages, taxes or other costs that Consultant may be obliged to incur that may be higher than those which it contemplated when proposing the relevant rate or price.

c) Fixed Price Option. In any given project (or by Change Order or Amendment thereto), Consultant and Party A may agree upon a fixed price amount for Consultant's Labor and/or Reimbursable Costs, which will be due in the amounts and at the times scheduled therein in lieu of the application set forth in these Compensation Terms.

d) Lump Sum Prices. If any portion of the Services is indicated in an Amendment (or Change Order thereto) to be compensated by a Lump Sum Price, that compensation shall be due in the amounts and at the times scheduled therein and may be set forth as a "milestone payment" that makes the indicated amount due only upon completion of the specified portion of the Services. For Man loader paid for under a lump sum a min of 2 months is required for demobilization.

e) Anticipated Amounts. Notwithstanding that specific project in Project Release against the specific project as designated by Article may indicate "Anticipated Amounts" for Consultant's Labor and Reimbursable Costs, no such costs shall be compensable until expressly authorized in an Invoice and is intended to demonstrate anticipated cash flow. Furthermore, such "Anticipated Amounts" are for planning purposes and are presented to PARTY A only to provide a general representation of the scope of the services that are likely to be performed under the Agreement. Accordingly, the specifying of amounts in those Attachments shall not constitute, or be construed to constitute, any obligation on Party A part to authorize those same amounts.

4. Price and Payment Terms

Article 1: Project Schedule.

The anticipated schedule for the project is shown below, which is provided for reference and is subject to modification as the project progress or as changes to the project design or program may necessitate. Project shall start in _________ and all billing shall be set as terms above with advance of 25k per quote.

Article 2: Payment Terms

1) Duration:

The initial term of this contract shall be for the duration from the effective date and shall automatically be extended annually for any follow-on base-build construction and tool installation ramp unless the Parties intend to terminate the contract through mutual negotiation, or this contract is earlier terminated pursuant to Clause 6.1 (Anti-Corruption) and/or Clause 10 (Termination) hereof.

2) Price: As a result of the Service provided by Consultant to Party A and the service the Consultant provides, Party A agrees to pay the Consultant as fee as invoiced for the work complete. Fees due wholly or partly will remain in force thru the terms of client's contract until it is concluded or terminated.

a) This is general consultation and without direct association of projects and for the general improvement of Party A market investment processes and methods. This is exclusive of all travel to support the home office.

b) Should there be a conversion of a consulting service to a specific project, the cost targets will be re-established.

3) Currency: The Service Fee shall be calculated in USD currency.

4) Staff Augmentation Services - Costs are on a pre-negotiated and agreed cost of the personnel between the parties and will be invoiced as a lump sum. If travel is agreed to be per trip basis then that will be added to the overall invoice and the appropriate expense will be submitted as backup to the invoice.

5) Payment Terms

Payment Day: 15th of every month

The Project Service Fee shall be paid to Party B from Party A on the first Payment Day upon Party A's receipt of any partial payment by the Customer for the Project Contract. This will include any advance payments.

The Consultant Service Fee will invoice on the 7th of each month and should be paid within 30 days of receiving invoice. Retainer is due upon signing contract.

Due to velocity required the personnel may be obtained and invoiced the preceding month and will be prorated to the estimated amount of time to be worked in the month and reconciled in

the following month's payment.

The Service Fee shall be paid to the designated bank account of Party B. The bank account of Party B is as follows: and will be established prior to any payments. Party B reserves the right to change the bank account at any time.

Beneficiary's account name: TBD upon negotiated Cost

Address:

5. Disclaimers

Both parties agree that all claims shall be limited to direct damages due to the breach of this contract. In no event shall either party be liable to the other for any penalty, consequential, indirect, special or incidental damages including, but not limited to,

loss of profit or loss of technology or operation rights or loss of business rights.

6. Anti-Corruption Laws

1) Anti-Corruption Laws" means, both collectively and separately, any anti-corruption, anti-bribery or similar governmental ethics and transparency laws that have particular jurisdiction or that govern the commercial activities under this contract in any general manner.

"Government Official" means any officer, employee or person acting in an official capacity for any government department, agency or instrumentality, including state-owned or state-controlled companies, and public organizations, as well as a political party or official thereof or candidate for political office.

2) Party B represents to Party A that, with respect to the commercial activities under this contract, including but not limited to the services above, and during the term of this contract, Party B will (i) not violate any Anti-Corruption Laws and (ii) not directly or indirectly make any offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value to any Government Official or any other person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official, for the purpose of (a) influencing an act or decision of the Government Official in his or her official capacity, (b) inducing the Government Official to do or omit to do any act in violation of the lawful duty of such official, (c) securing an improper advantage or (d) inducing the Government Official to use his or her influence to affect or influence any act or decision of a government or instrumentality, in order to assist Party A or any of its affiliates in obtaining or retaining business.

7. Jurisdiction and Lawsuit

1) This contract is constructed and to be executed and interpreted by the laws of Arizona.

2) Any controversy or claim arising hereunder that cannot be resolved by the parties themselves, shall be first mediated and then settled by the court in Hong Kong that have the jurisdiction of the disputes;

8. Force Majeure

The affected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.

Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of the contract through friendly consultations as soon as possible.

9. Confidentiality

Except as expressly set forth herein, the parties shall maintain in confidence the Confidential Information of the other side. The parties shall not disclose such Confidential Information to any third party without the prior written consent of the other side.

Both parties shall abide by the terms of Confidentiality in this contract and have obligation to maintain the Confidential Information after the termination of the Contract. The obligation shall end only upon the consent of the other side or only if the disclosure of the Confidential Information will not cause any loss of the other side.

10. Termination

1) Party A has the right to terminate for convenience with a 3-month lead time and notice.

2) Notwithstanding the above provision, either party may terminate this contract by

10 days' prior written notice for cause to the other party upon the occurrence of any of the following events:

(i) Liquidation, bankruptcy or insolvency of the other party;

(ii) Appointment of any trustee, receiver or liquidator with respect to the assets of the other party;

(iii) Termination or transfer of the whole or an important part of the business of Party B;

(iv) Attachment, sequestration, execution or seizure to the assets of the other party;

(v) Default or breach by the other party of any of the terms, conditions of this contract that have not been cured within thirty days after the non-breaching party's notice thereof.

11. Effectiveness of the Contract

This contract will become effective on the date when Parties receive the contract duly signed.

12. Miscellaneous

This contract is duplicated, each party hold one copy and each copy has the same legal validity

Signature page

IN WITNESS WHEREOF, the Parties hereto have executed this contract as of the day and year below.