Cooperation Agreement between Administration Committee of Wuxi National High and New Technology Industry Development District and Zastron Precision-Tech Limited

EXHIBIT 4.13

Cooperation Agreement
between
Administration Committee of Wuxi National High and New
Technology Industry Development District
and
Zastron Precision-Tech Limited

Project Name: Zastron Precision-Tech (Wuxi) Limited

Party A: Administration Committee of Wuxi National High and New Technology Industry Development District

Party B: Zastron Precision-Tech Limited

In accordance with the relevant laws including Law of the People’s Republic of China on Foreign-Capital Enterprises as well as relevant stipulations set forth by Jiangsu Provincial and Wuxi Municipal governments, Party B plans to invest in Wuxi New District (WND) with the project of LCD modules, electronic modules, digital communication products and others (hereinafter called “the Project”). Through friendly consultations, Party A and Party B has reached an agreement on the following items and entered into this agreement.

1. Project Investment

     Both parties agree that No. B14-A plot of Wuxi National High and New Technology Industry Development District (approx. 71.9 mu, i.e., 47,957 square meters) (hereinafter called “the Plot”) be set up as the investment location of the project. The specific location is shown in the appendices. On delivery for use, the plot should be leveled without attachments, and power (excluding cable costs), water, gas, heating, drainage, sewage, communication and other pipelines should be connected, as the responsibility of Party A, to near the red line of the plot.

     Party B shall establish on the plot above a new wholly foreign owned enterprise (WFOE) named “Zastron Precision-Tech (Wuxi) Limited” (hereinafter called “the new company”), with a registered capital of USD$21,000,000 and a total investment of USD$63,000,000.

     Party B shall, within one week after registration and establishment of the new company, sign with Wuxi Municipal Bureau of State Land and Resources The Contract on Transfer of Use Rights of State-owned Land, stipulating that the transfer fees are 120,000 RMB Yuan per mu, the land is for industrial use, and the lifetime is 50 years. The new company shall pay in full, as per the land price of 120,000 RMB Yuan per mu, the transfer fees and deed taxes to Wuxi Municipal Bureau of State Land and Resources. The specific articles on payment to Wuxi Municipal Bureau of State Land and Resources for purchase of the plot shall be governed by The Contract on Transfer of Use Rights of State-owned Land signed by and between the new company and Wuxi Municipal Bureau of State Land and Resources.

     For the purpose of stimulating Party B to conduct self research and development and technological innovations, Party A shall grant Party B with subsidies on technological initiation, i.e., within one month after Party B would have completed the project registration and paid in full the land transfer fees and deed taxes, Party A shall grant Party B or the new company with one-off subsidies amounting to approximately 2,700,000 RMB Yuan out of the funds on technological initiation (Specific amount shall be determined by the applications from Party B or the new company as per the relevant regulations).

     The initial implementation plan for the project is as follows: Party B shall, within four months upon the delivery of land by Party A, start the construction of main structure, and

complete and put into production all the projects within 18 months since the date of formal ground breaking (except those impacted by force majeure). In case of special circumstances occurring to Party B, which require the delay in work initiation or completion, the written application can be put forth.

     The project is planned for implementation in No. B14-A plot of Wuxi National High and New Technology Industry Development District. The land planned to be newly expropriated is approximately 70 mu, and the newly constructed area is approximately 50,200 square meters, wherein the production plant and office occupy approximately 46,320 square meters and the power plants occupy approximately 3,840 square meters. The company will gradually establish and perfect the conditions for research and development.

2. Policy on taxation support

     The new company, if being awarded as “High and new tech enterprise in Jiangsu”, shall be collected on enterprise income taxes by 15% with the approval from the taxation departments.

     If the new company has an operation period for over ten years, the preferential policy on exempting enterprise income taxes for two years and halving those for three years (hereinafter called “two-exemption and three-halving”) shall be provided.

     If the new company falls under those to be stimulated as stipulated in Directory on Guiding Foreign Investment Industries, the tariffs on import and value-added taxes during import shall be exempted when it imports self-use equipment and supporting technologies, fittings, spare parts within its business scope, except those listed in Directory on Imported Commodities Not to Be Exempt from Tax in Foreign-invested Projects.

     The new company shall be listed into the key power-guaranteed units in WND. Uninterrupted power supply shall be guaranteed as a priority.

     With adjustments in the state’s laws and policies on finance and taxation, the supporting policy on finance and taxation hereunder will be adjusted accordingly.

3. Miscellaneous

     Party A shall assist Party B in signing the contract on land transfer with the state land departments and transacting the procedures on land transfer as soon as possible. When necessary, Party B can sign with relevant departments Memorandum of Understanding on Agreement, as the supplementary articles on the contract on land transfer. Party A promises to assist Party B in successfully purchasing the plot within two months since the date when Party B receives the business certificates. If Party B fails to purchase the plot within the period agreed above due to the cause of Party A and the delay exceeds one month upon the expiration of the above period, Party B shall be entitled to cancel the cooperation agreement without the responsibility to purchase the plot as well as cancel the newly established company.

     Both parties shall cooperate with each other to make Party B prepare all data required for the registration of the new company, ensuring the completion of registration of the new company before October 31^st, 2006. The business invitation personnel shall assist Party B in handling the report and approval work of the project until the reception of the business certificate.

     Party A shall fully assist the new company of Party B in obtaining the certification on such qualifications as high and new technology enterprises.

     The agreement shall be made in quadruplicate, each party holding two copies with equal legal validity. In case of any discrepancy between the agreement and the duly signed Contract on Use Rights of State-owned Lands, the agreement shall prevail.

     When Party B signs the agreement, the new company has not got the approval from the relevant departments. Upon establishment, the new company shall bear the rights and obligations relating to Party B stipulated hereunder.

Party A: Administration Committee of Wuxi National High and New Technology Industry Development District (Seal)
Authorized representative:
Signature:

Party B: Zastron Precision-Tech Limited
Authorized representative:
Signature:

Dated October 26^th, 2006
In Wuxi, China