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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
mil
