CONTRACT FOR PROCESSING & ASSEMBLY

Contract No: ________________

Conclusion Date: ____________

Conclusion Place: ___________

Party A: __________ Company (Party of Processing or Assembling)

Legal Address: ________________________________

Tel: _______________ Fax: ______________ E-mail: ___________

Party B:___________ Ltd. (Party of Supplying Materials and Parts)

Legal Address: ________________________________

Tel: _______________; Fax: ______________; E-mail: __________

Party A and Party B, according to the laws and policies of the People's Republic of China and the relevant regulations and the principles of equality and mutual benefit, have held discussions relating to the processing and assembling of (plastic toy products) and have reached agreement on the following contractual clauses:

1. Responsibilities

(1)Responsibilities of Party A

1) Party A shall provide factory space consisting of _____ square metres, field of _____ square metres without covering, _____ factory management person and _____ workers for the first phase. The number of workers shall be increased to _____ twelve months after operation. Within the Contract term, Party A shall process the products for party B which shall be re-exproted to _____.

2) The water supply and utility equipment required for processing shall be provided by Party A. If additional installations of water and electric facilities are required, the expenses thereof shall be borne by Party B.

3) Party A shall arrange all the necessary import and export approvals required for processing and assembly and provide administration and accounting management for the processing plant. Party A cannot assign Party A's responsibilities to any other party or individual in any way.

(2) Responsibilities of Party B

1) To provide the equipment with the total value of _____.

2) To provide the raw materials, indirect materials and packaging materials for processing the products. Quantities and specifications are to be specified in separate processing contracts.

3) In the event any personnel, including management shows substandard performance and makes no improvement after retraining, Party B shall have the right to request Party A to replace such persons. However, any physical search of the workers shall be regarded as illegal and prohibited.

2. Quantity of Products

During the first year, the total processing fee shall amount to _____. From the second year, the quantity shall be increased. Details shall be specified in separate processing contracts.