SALES AGENCY AGREEMENT

SALES AGENCY AGREEMENT

THIS AGREEMENT is made by and between: HIRUN INTERNATIONAL CO., LTD. Hawing the main office at No. 7, Lane 275, Chienkug East Road, Changhug City, Taiwan, hereby represented by Mr. Agostino Marioni in his quality of Chairman of the Board of Directors of the Company (hereinafter "HIRUN"); -on one sideand[_____] a corporation organized and existing under the laws of [_____] with registered office in [_____], hereby represented by [_____] in his quality of [_____] of the Company, duly endowed with all the necessary powers (hereinafter "Agent");- on the other side RECITALS(a) HIRUN designs, develops, manufactures and sells worldwide the products set out in Schedule n. 1 hereto (hereafter "Products");(b) HIRUN wishes to increase the sales of the Products in the Territory as hereinafter determined;(c) the Agent has an accurate technical, financial and commercial qualification and the adequate structures, expertise and the necessary know-how to for promoting the selling of the Products in the Territory as hereinafter determined;(d) the Agent is interested to act as an agent of HIRUN and therefore to have the exclusivity right to promote the selling of the Products in the Territory as hereinafter determined;(e) HIRUN is willing to grant to the Agent the right to act as HIRUNs agent and therefore to give to the Agent's organization the right to promote the selling of the Products in the Territory to Customers, according to the terms and the conditions herein specified in this sales agency agreement (hereinafter Agreement).

All that being stated, that must be considered integral and substantial part of the Agreement, whereby it is agreed as follows:

ARTICLE (1) - DEFINITIONS1.In addition to the words and expressions otherwise listed hereinafter the words and expressions listed hereinafter have the meaning specified for each of them, unless the context otherwise requires:1.1Territory: Territory means the territories subject to the sovereignty of .; Romania, Serbia, Hungary1.2Products: means all the products set out in schedule No.1 hereto as well as the necessary services to complete their supply to the Customers;1.3Customers: Means all persons, including individuals, partnerships, associations, bodies corporate, trustees, executors, administrators or legal representatives, who will buy the Products from HIRUN (provided that the final destination of the Products be located within the Territory);1.4Third Parties: means the dealers who are neither controlled nor connected with HIRUN or the Agent (depending on the context);1.5To Assist and/or Assistance: means the activity that the agent will perform in order to allow HIRUN to carry out the supply of the Products and/or to execute the connected services in the concrete context of the Territory (also with reference to the contacts with the political and/or administrative authorities, as well as with the authorities anyhow in charge of the construction supervision, Products quality control, terms settlement, reckoning of work progresses, partial and final testiness and whatever else); this activity will exclusively be commercial and of public relations, and it will consists of cultivating and maintaining commercial contacts and relationships with the Customers, being of exclusive competence of HIRUN, apart from any decision concerning the reckoning of work progresses and/or the participation, acceptance and underwriting of the test reports.1.6.Contracts: the contracts entered into between HIRUN and the Customers as a result of the promotional activity carried out by the Agent or, anyway, in the Territory according to the Agreement.

ARTICLE (2) - THE AGENTS DUTIES2.1.The Agent undertakes to use its best endeavours to promote the sales of the Products in the Territory to the Customers and sales of the Products in the Territory and to Assist HIRUN during the performance of the Contracts in the Territory.2.2.For this purpose the Agent shall:a) visit the Customers, subject to the marketing policies and/or any directions of HIRUN;b) promote the sale of the Products throughout the Territory and shall provide such facilities, services and staff in that connection as may be necessary to meet actual and potential Customer requirements;c) acquire prospective Customers in order to propose them to HIRUN;d) transmit to HIRUN the terms according to which any offer will be drafted;e) keep HIRUN fully informed of all relevant matters in relation to the sale of the Products in the Territory;f) Assist HIRUNs that should go into the Territory in order to enter into Contracts or to keep up with their performance and/or the Products testing, or the reckoning of work progresses, price revisions and whatever else;g) provide adequate staff and sales representatives available at all reasonable times to deal efficiently with sales enquiries;h) take out and maintain any relevant liability insurances.i) advise HIRUN of all of all statutory and governmental provisions and regulations concerning the Products within the Territory j) inform HIRUN about any claims of which the Agent becomes aware relating to the Products and, in the event of any claims being made against HIRUN by any third party in relation to any of the Products. The Agent shall provide all reasonable assistance to HIRUN in defending the claims.

2.3.The Agent does not have in any case the power to act in the name and behalf of HIRUN; among other things consequently - the Agent cannot enter into Contracts, collect sums, accept reckonings, test reports, price revisions, and so on from the Customers. HIRUN has the right to refuse any orders arranged by the Agent, but will inform the Agent within a reasonable period of any such refusal.2.4.The Agent whilst promoting the sales, shall keep to the prices set out in the price-lists in force at the moment of the conclusion of the contract, keeping into consideration the DISCOUNTS and COMMISSIONS table set in Schedule No. 2.2.5.The Agent shall in all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products be entitled to describe itself as the authorised Agent of HIRUN for the Products in the Territory.

ARTICLE (3) - THE AGENTS REMUNERATION3.1.Any commission payable to the Agent under this clause is considered to have been earned when effective payment has reached HIRUN. Such commission, at the relevant percentage or percentages set out in the DISCOUNTS and COMMISSIONS table (Schedule No. 2 hereto), will be calculated upon the net invoice price (FOB port of shipment), of the Products and the connected services.3.2,This commission includes any expenses incurred by the Agent, who (except where otherwise agreed from time to time) shall not be entitled to any additional indemnity besides the commission as hereinbefore agreed.3.3.Commissions earned pursuant to clause 3.1 shall become due and payable on the 30 June and the 31 December of each year following the dates upon which effective payment has reached HIRUN.

ARTICLE (4) - EXCLUSIVITY4.1.The Agent undertakes not to promote directly or indirectly or by means of a third party (private or corporate), in the Territory, the sale of products which would or could compete or in any way interfere with the sale of the Products, nor-in any case-assist or commercially advice, directly or indirectly or by means of a third party (private or corporate), in the marketing or promotion of products which would or could compete with the Products.4.2.HIRUN shall not make use of the co-operation of Third Parties to promote the sale of the Products in the Territory, nor effect sales directly.4.3.For the purpose of this clause:(i) the Products subject of a Contract made directly with Customers with domicile or registered office in the Territory shall be deemed as intended for sale in the Territory shall be deemed as intended for sale in the Territory, even if the delivery and the final destination of the Products is made to a locality out of the Territory;(ii) the Products which, though intended for delivery in the Territory, are subject of a contract made with Customers with domicile or registered office outside the Territory and/or subject of supply agreed with (or in the context of) joint ventures or syndicated companies which, even if with the office outside the Territory, are established by dealers who have the registered office (or the principal place of business) outside the Territory, shall not be deemed (except where otherwise agreed from time to time) as intended for sale in the Territory.4.4.If HIRUN will enter into Contracts in the Territory directly or by means of Third Parties, the Agent shall be entitled to get the commission pursuant to clause 3.4.5.It is prohibited to the Agent to enter into Contracts outside the Territory.

ARTICLE (5) - DURATION and TERMINATION5.1.This Agreement shall come into force on the date hereof and shall run for the period of 31 (onethree) years. Upon its expiry, where none of the parties has given to the other not less than three months prior notice in writing, this Agreement shall be deemed as automatically renewed for 1 (one) more year and so on.5.2.This Agreement may be immediately and automatically terminated, upon the occurrence of one or more of the following events:(a) the breach of the Agent of clauses 2 (Duties of the Agent), 4.1 (Exclusivity), 7 (Confidentiality), 9 (Business Target) or 12 (Trademarks); (b) if the Agent company shall become bankrupt or be wound-up, sold, merged or shall undergo a conversion of its business; or (c) upon criminal charges or management changes of the Agent.Should one or more of the abovementioned events occurred, HIRUN will have the right to terminate the Agreement by simply noticing the termination and the relevant event to the Agent.5.3.The Agent shall not be entitled to any indemnity in case of termination or expiry of this Agreement.

ARTICLE (6) - AGREEMENT PERFORMANCE RULES6.1.In the performance of this Agreement, the Agent can make use of the co-operation of finders, sub-agents and consultants; their remuneration shall be paid by the Agent, unless otherwise expressly provided for.6.2.HIRUN shall evaluate the favourableness of being present at fairs and exhibitions which-in or outside the Territory- shall be pointed out by the Agent as necessary to the promotion of exports.6.3.HIRUN undertakes to supply any technical assistance to the commercial negotiations of the Agent, on condition that it has been requested with reasonable notice6.4.HIRUN undertakes to keep the Agent informed of all technical changes which will be made to their realisation, that it will be possible to keep always up-to-date the promotion of the Contracts6.5.HIRUN shall promptly refer to the Agent all problems of any kind incurred by the Products about which HIRUN gets to know from its customers, so that the negotiations and the promotions can proceed with awareness of the Products concrete technical suitability for the requirements of the Customers.

ARTICLE (7) - CONFIDENTIALITY7.1.The Agent undertakes not to disclose to third parties, not even after the termination of this Agreement, all information and data about the manufacture and the marketing of the Products, information and data which shall be deemed to be kept in any case strictly confidential.

ARTICLE (8) - FINANCIAL PROVISIONS8.1.Unless otherwise provided by irrevocable provisions of law, the stamp duty, the tax stamp and any other indirect tax eventually imposed on this Agreement shall be paid by the Agent.

ARTICLE (9) BUSINESSTARGET9.1.The Agent undertakes to promote for the first year the minimum sale of a total of 500.000,00 [_fivehundredthousands____] worth of Products (hereinafter Minimum Promoted Sales); moreover, starting from the second contractual year and for each further contractual year, the parties shall agree on the Minimum Promoted Sales obligation for the following contractual year. Should the parties not enter into any agreement on this respect, the Minimum Promoted Sales obligation for the year shall be the preceding year minimum quantity, with a [_twenty____] 20 % increase.9.2.Should this Minimum Promoted Sales, at the end of the first or the following years, not be reached, HIRUN may terminate the Agreement after the end of the year for which the Agent failed to attain the sales amount, by .

ARTICLE (10) - MISCELLANEOUS10.1.Any amendment to the Agreement will not be effective and binding if not proved with an instrument in writing signed by the party against which it is called on.10.2.Any notice, claims or notification hereto shall be in form of a document in writing and shall have effect only upon its receipt by the addressee; all such communications shall be made

(i)to HIRUN at the following address:HIRUN INTERNATIONAL CO., LTD. No. 7, Lane 275, Chienkug East Road, Changhug City, Taiwan

(ii)to the Agent to the following address:[_____________________]

or such different address or fax No that each party will communicate to the other pursuant to clause 10 after the completion date of the Agreement.10.3.The tolerance, if any, of one party to the behaviour of the other resulting in a breach of the Agreement shall not be construed as a waiver or relinquishment of the violated rights, nor of the right to demand the exact performance of the Agreement.10.4.Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.14.5This Agreement represents the entire agreement between the parties and supersedes all previous agreements between them.10.6Should one or more of the clauses of this Agreement be considered invalid, illegal or ineffective for any reason, such invalidity, illegality or ineffectiveness shall not be of prejudice for validity, legality or effectiveness of all the other clauses. In such cases parties shall agree on the substitution of those clauses with new valid clauses achieving the same results.10.7Both the premises and the clauses of this Agreement have been negotiated and established by the parties in full agreement. 10.8The Agent shall not assign the Agreement without the previous written consent of HIRUN. Pursuant to this Article 10.8, the assignment or the transfer of the majority of the capital stock of the Agent, shall be considered as an assignment of this Agreement.

ARTICLE (11) APPLICABLE LAW AND JURISDICTION11.1.This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan).11.2.The Court of Taipei (R. O. C.) shall have exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement, including its application, performance and interpretation.

ARTICLE (12) - TRADEMARKS12.1The Agent acknowledges that any and all of the trademarks, trade secrets patents and other intellectual or industrial property rights embodied in the Products (hereinafter the Trademarks) are the sole property of HIRUN.12.2The Agent undertakes to use such Trademarks only with the written prior authorisation of HIRUN and for the exclusive purpose of identifying and marketing the Products in the Territory during the validity of this Agreement and in accordance with the instructions of HIRUN. 12.3The Trademarks shall not be displayed in the Agents sign, companys name or companys trademarks, nor in words combination. In performing this Agreement, the Agent shall act in such a way to safeguard and increase the Trademarks commercial reputation and image of HIRUN. 12.4The Agent acknowledges the validity of the already filed patents and the validity of the patents to be filed in the future by HIRUN with regards to the Products and undertakes not to infringe HIRUNs patents exclusive rights. In particular, the Agent shall not file nor allow others to file Trademarks, names and distinctive signs of HIRUN within the Territory or elsewhere nor to file or to allow others to file Trademarks, names and distinctive signs similar to those of HIRUN unless authorized in writing by HIRUN.12.5The Agent shall give notice to HIRUN, within 10 days from its discovery, of any breach of Trademarks and patents rights and any other unfair competition practice. 12.6The protection, within the Territory of the Trademarks as well as against any imitation of the Products by third parties and any other unfair competition practice, shall be carried out solely by HIRUN who shall bear all expenses and shall take advantage of all economical utilities deriving from the eventual condemnation of the third party.

ARTICLE (13) - ENTRY INTO FORCE13.1.This Agreement shall come into force upon its signing by the parties.

LIST OF SCHEDULES

SCHEDULE 1Product List HISLIDE - Sliding pendulum isolators HDRB High Damping Rubber bearings LRB Lead Rubber Bearings HIFLUID LUD Lock-up devices HIFLUID VDD Viscous damping devices HIFLOW - Structural spherical bearings HIPOT Structural Pot bearings

SCHEDULE 2COMMISSIONS and DISCOUNTS

The commissions will be determined case by case

Signed in :::::::::::::::::: on [______] by the duly authorised signatories of the parties hereto.

For and on behalf of HIRUN S.p.A. INTERNATIONAL Co. Ltd.[__________________________]

For and on behalf of the Agent[__________________________]Page 1