Cooperating Agreement

合作协议

This agreement here is after called “AGREMENT” is entered inter between “Success Compu China” here is after called and “Tosan System CO” here is after 此合作协议(下文简称协议) 由“Success Compu China”(中方)和“Tosan System CO”(伊方) 订立.

Concluded between:

订立方

Chinese Party:

中方

SUCCESS COMPU CHINA LTD.

Add: No.1 Building, Shuidou Laowei Village, Longhua Town,

Baoan District,Shenzhen,China

中国深圳宝安龙华水斗老围村一栋

Tel: +86-755-28065576 28066299

Fax: +86-755-28066811

Iranian Party:

伊方

TOSAN SYSTEM CO.LTD

Add: Flat 62, 3rd Floor, Valiasr Complex, Southern Tower, In

Front of Commerce Ministry, Valiasr ST, Tehran, Iran

Tel: +98-21-88939795

Fax: +982188941211

伊朗德黑兰Valiasr9街(商务部前)南方大厦Valiasr Complex 62

栋3楼

Obligation Of Agreement:

协议义务

Chinese Party;

中方

1- It was decided that Chinese party do as second party’s vision for designing and preparing producing line in China.

协议决定中方为第二方,在中国设计和准备生产线.

2- It was decided to supply raw material in china in best conditions and do necessary production same as both two party agreement in china and then send them to Iran for complete production.

协议决定中方根据双方协议规定在中国提高原材料及做些必要的加工,并将半成品发到伊朗完成生产.

3- It was decides that Chinese party transfer Technology and Experiences that contain sending some specialists and technical knowledge to Iran.

协议决定中方转移技术及生产管理经验给伊方,其中包括派送专家及传授技术知识.

Iranian Party:

伊方

1- Iranian party committed to prepare suitable factory for setting up Machines and producing line, and preparing the raw material store in considering of Chinese party opinion.

伊方致力于准备合适的工厂便于按装机器和生产线，并参照中方的意见准备材料仓.

2- It was decided Iranian party apply for all of the necessary rights for making production in Iran.

协议决定伊方在伊朗可以申请所有关于生产方面的必要权利.

3- Iranian party is committed to employ good workers with considering the Chinese party’s idea.

伊方致力于参照中方的意见聘用好的工人.

4- Iranian party is committed to make the best situation for selling the products. 伊方致力于创造最好的销售情况.

Investment:

投资

It is committed that both of the Chinese and Iranian party share all of the required investment amount of this project including “raw material investment, preparing factory, producing line, cost of producing and selling cost” in half and half.

中方和伊方双方致力于各承担50%的投资成本,其中包含”原材料的投资成本,准备工厂的成本,生产线的成本,生产成本及销售成本”.

Point 1:

第一点:

It is committed that the invested amount of Chinese party will be supplied by sending SKD cargo and production line.

中方的投资成本是提供散货及生产线.

Responsibility:

责任

The responsibility of raw material needed for production line and guarantee the quality of them and also guarantee the quality of producing line and also the teaching the workers in our factory and also shipping the cargo to Iran is on Chinese party and 中方责任是提供生产所需的质量合格的原材料,合格的生产线,指导工人规范作业并安排发送散货到伊朗

The responsibility of supervision on factory, sale the goods and the arrival of the claims is on Iranian party.

伊方责任是管理工厂，销售的商品和处理客人投诉索赔事宜.

Cost”

成本

All of the project cost including shipping cost to Iran, custom duty cost in Iran, factory cost in Iran and workers cost in producing line, marketing cost and selling cost shall be considered in calculating final cost.

所有成本包括到伊朗的运费,伊朗产生的关税,伊朗工厂的开支,生产线员工的工资,市场成本及销售成本,以上这些都要考虑计算在最终的成本里.

Profit sharing:

利润分配

It is committed to after producing and selling the goods all of the direct and indirect cost will be reduce from the sold price of the goods and the balance will be shared between Iranian Party and Chinese Party in Special percentage that will be committed later.

在生产和销售中产生的所有直接及间接开支从商品出售价格中扣除后,省下的利润伊方和中方将安排特别的比例来分享,具体比例将在以后提出.

Iranian Party Signature: Chinese Party Signature:

 

第二篇：商务合作协议Agreement

CO-OPERATION FRAMEWORK

AGREEMENT

BETWEEN

TUAROPAKI KAITIAKI LIMITED

AND

SYSMOTO GROUP

March 2012

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14. DEFINITIONS .................................................................................................................... 4 LEGAL STATUS OF THIS AGREEMENT ........................................................................... 6 CO-OPERATION OBJECT AND SCOPE ............................................................................. 6 EXECUTION PROCEDURE................................................................................................ 7 TERM ................................................................................................................................. 7 CONSEQUENCES OF TERMINATION ............................................................................... 8 ASSIGNMENT ................................................................................................................... 8 CONFIDENTIALITY .......................................................................................................... 9 GOVERNING LAW .......................................................................................................... 11 JURISDICTION AND ARBITRATION .............................................................................. 11 RELATIONSHIP BETWEEN PARTIES ........................................................................... 12 LIMITATION OF LIABILITY ........................................................................................... 12 FORCE MAJEURE ........................................................................................................... 13 MISCELLANEOUS ........................................................................................................... 14

PARTIES SIGNATURES .............................................................................................................. 17

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CO-OPERATION FRAMEWORK

AGREEMENT

DATE OF AGREEMENT: MONDAY, MARCH 12, 2012

PARTIES TO AGREEMENT:

Tuaropaki Kaitiaki Limited a company incorporated in New Zealand, with

registration number 1610342; having its registered office at Level 1, 66 Ruapehu Street, Taupo 3351, New Zealand (hereinafter referred to as “Tuaropaki”);

SYSMOTO GROUP, a company incorporated under the laws of the Peoples Republic of China, registration number Jianguomen Diplomatic Apartment, No. 1, Xiushui Street, Chaoyang District, Beijing, People’s Republic of China, 100600 (hereinafter referred to as “Sysmoto”).

WHEREAS:

Tuaropaki holds various investments on behalf of its owners / shareholders in Food Production, Energy Supply and Telecomunications;

Sysmoto is located in Bejing's CBD area, with its main areas of business being Real Estate, Energy, Agriculture, Media, IT, and Trading;

NOW THEREFORE, Both Parties hereto agree to be legally bound, as follows. 21940989 3

1.

DEFINITIONS

In this Agreement, and in the schedules to this Agreement (if any), the following words and phrases shall have the following meanings unless the context otherwise requires:

“Affiliate” means any company, partnership or other entity which directly or indirectly controls, is controlled by or is under common control with either Party including a subsidiary or holding company;

“Agreement” means this CO-OPERATION FRAMEWORK AGREEMENT and all schedules to it (if any) as may be varied from time to time in accordance with the provisions of this Agreement;

“Commencement Date” means the date of this Agreement;

“Confidential Information” means confidential information or trade secrets relating to the business, officers, financiers, customers, suppliers, products or technology of either Party;

“Disclosing Party” means a Party which discloses Confidential Information to the other Party;

“Force Majeure” means, in relation to any Party, any event or circumstance which is beyond the reasonable control of that Party, which event or circumstance that Party could not reasonably be expected to have taken into account at the execution of this Agreement, and which results in, or causes, the failure of that Party to perform any or all of its obligations under this Agreement;

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“Parties” means Tuaropaki and Sysmoto and "Party" shall mean either Tuaropaki or Sysmoto;

“Recipient Party” means a Party which receives Confidential Information from the other Party;

“China” means The People’s Republic of China, including China mainland, Hong Kong, Macau and Taiwan regions;

“JV Co” means the jointventure company to be established under clause 4.1. with the commercial and legal form of JV Co to be determined by the Parties.

“Joint Venture” means the establishment of a company whose ownership will be equally split 50/50 between the Parties.

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2.

2.1 This Agreement is intended to be legally binding on both Parties but nothing

in this Agreement requires either Party to:

a) enter into the Joint Venture Agreement for JV Co, or any other

agreement; or

b) proceed with any business venture, as described in clause 3.1 or clause

4.3, or any other business venture.

3.

3.1 The object of this Agreement is to source product, trading and investment

opportunities between and within China and New Zealand, in areas which

may (without limitation) include the following:

1. Trading of agricultural products;

2. Trading of food products;

3. Exporting agricultural know-how;

4. Farm acquisitions in New Zealand;

5. Agricultural and horticulture investments in China;

6. Commercial Property development opportunities in China including but not limited to hotel, commercial office space and retail developments; and

7. Trading and/or investing in other ventures.

CO-OPERATION OBJECT AND SCOPE LEGAL STATUS OF THIS AGREEMENT

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4.

4.1 Both Parties agree to establish a jointventure company in Hong Kong (JV Co)

as the executing entity for above-mentioned business opportunities (subject

to the Parties agreeing the terms of a suitable Joint Venture Agreement).

4.2 The JV Co will have a maximum of six directors with three (3) directors

appointed by Tuaropaki and three (3) directors appointed by Sysmoto.

4.3 Once the JV Co has been established, its first business venture is likely to

include the trading of products such as milk powder, vegetables, natural

water and other similar products.

5.

5.1 After signing this Agreement, both parties will use all reasonable endeavours

to agree the terms of a suitable Joint Venture Agreement and to establish JV Co on or before April 30th 2012.

5.2 This Agreement will be superceded by the Joint Venture Agreement for JV

Co (and will terminate automatically upon the signing by the Parties (or their nominees) of the Joint Venture Agreement).

TERM EXECUTION PROCEDURE

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6.

6.1 CONSEQUENCES OF TERMINATION Notwithstanding clasue 10 either Party may, by written notice to the other

terminate this Agreement at any time prior to the establishment of JV Co.

6.2 Upon termination of this Agreement for any reason each Party shall

immediately return to the other Party all documentation and copies thereof

and all materials provided to it by the other Party pursuant to this Agreement.

6.3 Termination of this Agreement shall be without prejudice to any rights which

have already accrued to either of the Parties under this Agreement and in

particular, but without limitation, the right to recover damages against the

other Party.

6.4 All provisions which are expressed, or intended by their nature, to survive

termination of this Agreement shall remain in full force and effect following termination.

7.

7.1 This Agreement shall not be assigned, mortgaged or charged by either Party

whether in whole or in part without prior written consent of the other Party.

7.2 Either Party shall be entitled to assign its rights and obligations under this

Agreement to an Affiliate, or to a third party acquiring the business or a

substantial part of the business of the Party, provided that the assigning Party (i) demonstrates to the reasonable satisfaction of the non-assigning Party that the assignee is capable of meeting all of its obligations under this Agreement 21940989 ASSIGNMENT 8

and (ii) satisfies, or the assignee satisfies, any reasonable conditions to the assignment imposed by the non-assigning Party (including payment of all outstanding amounts due under this Agreement).

8.

CONFIDENTIALITY

8.1 The Parties each undertake and agree on their own behalf and on behalf of

their Affiliates (in respect of whom the Parties will procure compliance with the terms of this clause 8) in relation to the Confidential Information

belonging to the other Party and its Affiliates:

a) only to use such Confidential Information for the purposes envisaged

under this Agreement and not use the same or any part thereof for any

other purpose whatsoever;

b) to ensure that only those of its officers and employees who are directly

concerned with the carrying out of this Agreement have access to Con-

fidential Information on a strictly applied "need to know" basis and are

informed of the secret and confidential nature of it; and

c) to keep such Confidential Information confidential and to not directly or

indirectly disclose or permit to be disclosed the same to any third party

including any consultants for any reason without the prior written

consent of the Disclosing Party.

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8.2 The obligations of confidence referred to in clause 8.1 shall not extend to any

Confidential Information which:

a) is or subsequently becomes available, without restriction, to the public

through no fault of the Recipient Party;

b) is in the possession of the Recipient Party, without confidentiality

restrictions, at the time of disclosure, as evidenced by that Party’s files

and records;

c) is subsequently disclosed to the Recipient Party without obligations of

confidentiality by a third party owing no such obligations to the

Disclosing Party in respect of that Confidential Information; or

d) is required by law or order of a court or other competent authority to be

disclosed by the Recipient Party, provided that such Party gives the

Disclosing Party prompt written notice of such requirement prior to such

disclosure and (if required by the Disclosing Party) assistance in

obtaining an order protecting the Confidential Information from public

disclosure.

8.3 All Confidential Information disclosed by one Party to the other shall remain

the property of the Disclosing Party.

8.4 The obligations of the Parties under clauses 8.1 - 8.3 shall survive the

expiration or termination of this Agreement for whatever reason.

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9.

9.1 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the

law of the Hong Kong Special Administrative Region.

10.

10.1 If any dispute(s) or difference(s) arise(s) between the Parties arising from or

in connection with this Agreement, the Parties shall promptly and in good faith negotiate with a view to its amicable resolution and settlement.

10.2 In the event no amicable solution or settlement is reached within a period of

thirty (30) days from the date of which the dispute(s) or difference(s) arose, such dispute(s) or difference(s) may be referred to and settled by HKIAC

(Hong Kong International Arbitration Centre). Any referral to arbitration

may be made by either Party to the dispute and the matter so in dispute shall be determined by an arbitration board which consists of three arbitrators

whose decision shall be final and binding upon the Parties in all respects. The appointment of two arbitrators will be nominated by each Party

independently within 10 days of the referral first being made and the third arbitrator will be nominated by HKIAC.

10.3 The existence of any dispute(s) or difference(s) or the initiation or

continuance of the arbitral proceedings shall not permit the Parties to

postpone or delay the performance by the Parties of their respective

obligations pursuant to this Agreement.

JURISDICTION AND ARBITRATION

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10.4 Nothing in this clause 10 will prevent any party commencing any legal

proceedings for urgent or injunctive relief.

11.

11.1

a) Creating any other legal entity, partnership or consortium between the

parties;

b) Creating or requiring any continuous obligations, liabilities, relationships

or commitments, except as expressly set forth in this Agreement.

11.2 No Party shall effect payments, create obligations, accept commitments or

waive rights on behalf of the other Party.

12.

12.1 Neither Party shall be responsible to the other Party for any special, indirect,

consequential or incidental damages (including without limitation loss of

profit, revenues or opportunities) arising, directly or indirectly, out of the

action contemplated in this Agreement, even if it was or should have been aware or advised of the possibility thereof.

12.2 Neither Party shall have any claim against the other Party under this

Agreement arising out of the unsuccessful implementation by JV Co of any of its business ventures. LIMITATION OF LIABILITY Nothing contained in this Agreement shall be construed as: RELATIONSHIP BETWEEN PARTIES

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13.

13.1 A Party is excused from the performance (or timely performance) of any of

its obligations under this Agreement where any performance is prevented or delayed as a result of any cause beyond the reasonable control of that Party. The Party claiming an event of Force Majeure shall advise the other Party in writing. If the event of Force Majeure continues for a period of 180 days or more, either Party may upon written notice to the other Party, terminate this Agreement without any further obligation on the part of either Party other than as expressly provided in this Agreement.

a) An act of God;

b) War, riot, hostilities or other civil commotion;

c) Destruction of production, transport or other facilities or material;

d) Fire, explosion, flood, draught, earthquake;

e) Failure of public utilities or common carriers.

Events of Force Majeure include: FORCE MAJEURE

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14.

14.1 MISCELLANEOUS understanding between the Parties, and supersedes all prior oral or written

understandings, representations or agreements between the Parties relating to its subject matter (with the exception of any Confidentiality Agreement that has been entered into by the Parties prior to the date of this Agreement,

which Agreement shall remain in effect).

14.2 binding if it is recorded in a document signed by an authorised representative of each Party.

14.3 invalid or unenforceable by or as a result of a determination of any court,

tribunal, commission or agency of competent jurisdiction in any country,

community or association of countries in which this Agreement is to be

performed or take effect, the Parties agree that such determination shall not result in the illegality, nullity, invalidity or enforceability of the remaining

provisions of this Agreement. The Parties further agree to replace such illegal, void, invalid or unenforceable provisions by valid and enforceable provisions which will achieve as far as possible the Parties' original intent and

commercial objectives. The provisions so determined to be illegal, void,

invalid or unenforceable shall, however, remain in full force and effect with regard to all other countries covered by this Agreement.

21940989 14

14.4 hereunder shall be in writing and shall be given by hand delivery, courier

service (with acknowledgement of receipt) or facsimile (with confirmation of transmission), addressed to that Party at its address set out below:

Company

Name

Contact Person

1,

66 Ruapehu Street,

Taupo 3351,

New Zealand

(For the attention of Steve

Murray) 2-1-91, Jianguomen Diplomatic Apartment, No. 1, Xiushui Street, Chaoyang District, Beijing, People’s Republic of China,

100600

(For the attention of Oscar Sun

Shui)

oscarsun@

A Party may change its address details set out above, by notice to the other Party given in the manner herein prescribed. All notices shall be deemed

given on the day when actually delivered as provided above (if delivered

personally or by courier) or one business day after the day when actually

delivered (if delivered by facsimile).

14.5 this Agreement must be in the English language.

Steve Murray Oscar Sun Shui 21940989 15

14.6 Agreement, in order to be effective must be made in writing and unless

expressly stated shall not be a continuing waiver nor shall it prevent the

waiving Party from acting upon that or any subsequent breach or from

enforcing any term or condition of this Agreement.

14.7 copies which, read together, will constitute one and the same document.

Any facsimile copy of this agreement (including any facsimile copy of any document evidencing either Party's execution of this Agreement) may be

relied on by the other Party as though it were an original copy. This

Agreement may be entered into on the basis of an exchange of such facsimile copies.

14.8 Costs. Each Party will bear its own costs in relation to the negotiation of this Agreement and of the Joint Venture Agreement for JV Co. The Parties intend that the Joint Venture Agreement for JV Co will provide for each of them to pay one half of the costs of establishing JV Co (provided that such costs are confined to reasonable costs only and that all such costs must be fully disclosed at the earliest reasonable opportunity).

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PARTIES SIGNATURES

TUAROPAKI

Signature:

Signature: Stamp:

Title: Chairman Name: Tumanako Wetera Signature:

Title: Director

Name: Nachelle Griffiths

Title: Chairman Name: Oscar Sun Shui Title: Name: Signature:

SYSMOTO

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