THIS AGREEMENT, made as of March 14, 1996, by and between JAPAN
ELECTRICAL TESTING LABORATORY, a juridical entity organized as
the non-profit foundation under the laws of Japan with the prin-
cipal office located at 5-14-12 Yoyogi, Shibuya-ku, Tokyo 151,
Japan (hereinafter referred to as "JET") and BUREAU OF COMMODITY
INSPECTION AND QUARANTINE, MIN-ISTRY OF ECONOMIC AFFAIRS, a gov-
ernmental organization under the laws of Republic of China with
the principal office located at 4, Chinan Road, Section 1, Taip-
ei, Taiwan, Republic of China (here-inafter referred to as "BCIQ
")
WITNESSETH:
WHEREAS, JET is conducting in and outside of Japan factory insp-
ections to examine whether a factory of certain electrical equi-
pment meets certain technical requirements which JET uses (here-
inafter referred to as "JET Standards") and to issue certain ce-
rtificates in Japan confirming, based upon the result of its in-
spections, that the factory is in compliance with the JET Stand-
ards;
WHEREAS, BCIQ is likewise conducting in Taiwan factory inspecti-
ons to examine whether a fac-tory of certain electrical equipme-
nt meets certain technical requirements which BCIQ uses and to
issue certain certificates in Taiwan confirming, based upon the
result of its inspections, that the factory is in compliance wi-
th the Standards which BCIQ uses; and
WHEREAS, the parties hereto are now mutually desirous to attain
their respective objectives more speedily and efficiently than
heretofore through such cooperative activities as herein provid-
ed.
NOW, THEREFORE, in consideration of the mutual covernants, cont-
ained herein, the parties hereto agree as follows:
CHAPTER 1. FACTORY INSPECTIONS COMMISSIONED TO BCIQ
1.1 Duties of JET
JET hereby appoints BCIQ to perform, during the term of this
Agreement, on behalf of JET in connection with its issuance
in Japan of certain certificates, factory inspections at su-
ch a factory or fac-tories located outside of Japan, primar-
ily in Taiwan, and used for productin of specific electrical
equip-ment identified by JET each time in writing, as and w-
hen required.
1.1.1 These factory inspections commissioned to BCIQ shall be p-
erformed primarily in Taiwan.
1.1.2 JET shall furnish JET Standards to BCIQ by means of all n-
ecessary regulations, require-ments and other documentati-
ons applicable to factory inspections to be performed by
BCIQ as commissioned by JET hereunder and shall keep BCIQ
well informed of alterations and any withdrawals or cance-
llations of such JET Standards.
1.1.3 JET shall likewise keep BCIQ well informed of any change
in the location or withdrawals of the factory or factories
designated by JET and in any matters either originally sp-
ecified in JET's request or relative to BCIQ's performance
of factory inspection(s) commissioned.
1.2 Duties of BCIQ
BCIQ hereby agrees to do the following during the term of t-
his Agreement:
1.2.1 To perform the commissioned fuctory inspections under this
Agreement on behalf of JET in a competent manner and alwa-
ys to send qualified staff to the specified factory premi-
ses as required by JET.
1.2.2 To supply JET with the curriculum vitae of all inspectors
on BCIQ's payroll to perform such factory inspections com-
missioned by JET. JET will place individuals on a named b-
asis in its cooperative contractor register and, without
prior written permission by JET, then shall be no usage of
unregistered inspectors.
1.2.3 To observe all directions given by JET in relation to the
performance under this Agreement and do nothing to detract
from the reputation of JET.
1.2.4 To keep full and proper records of all factory inspections
performed hereunder on behalf of JET and promptly submit
the factory inspections report to JET.
1.2.5 To accept JET representative(s) for supervisory and audit
visit to ensure compliance with the current ISO/IEC Guide
39.
CHAYTER 2. EACTORY INSPECTIONS COMMISSIONED TO JET
2.1 Duties of BCIO
BCIQ hereby appoints JET to perforn7, during the term of th-
is Agreement, on behalf of BCIQ in connection with its issu-
ance in Taiwan of certain certificates, factory inspections
at such a factory or factories located outside of Taiwan, p-
rimarily in Japan, and used for productin of specific elect-
rical equipment identified by BCIQ each time in writing, as
and when required.
2.1.1 These factory inspections commissioned to JET shall be pe-
rformed primarily in Japan.
2.1.2 BCIQ shall furnish the Standards which BCIQ uses to JET by
means of all necessary regu-lations, requirements and oth-
er documentations applicable to factory inspections to be
per-fomed by JET as commissioned by BCIQ hereunder and sh-
all keep JET well informed of alterations and any withdra-
wals or cancellations of such Standards which BCIQ uses.
2.1.3 BCIQ shall likewise keep JET well informed of any change
in the location or withdrawals of the factory or factories
designated by BCTQ and in any matters either originally s-
pecified in BCIQ's request or relative to JET's performan-
ce of factory inspection(s) commissioned.
2.2 Duties of JET
JET hereby agrees to do the following during the term of th-
is Agreement:
2.2.1 To perform the commissioned factory inspections under this
Agreement on behalf of BCIQ in a competent manner and alw-
ays to send qualified staff to the specified factory prem-
ises as required by BCIQ.
2.2.2 To supply BCIQ with the curriculum vitae of all inspectors
on JET's payroll to perform such factory inspections comm-
issioned by BCIQ. BCIQ will place individuals on a named
basis in its cooperative contractor register and, without
prior written permission by BCIQ, there shall be no usage
of unregistered inspectors.
2.2.3 To observe all directions given by BCIQ in relation of the
performance under this Agreement and do nothing to detract
from the reputatoin of BCIQ.
2.2.4 To keep full and proper records of ail factory inspections
performed hereunder on behalf of BCIQ and promptly submit
the factory inspections report to BCIQ.
2.2.5 To accept BCIQ representative(s) for supervisory and audit
visit to ensure compliance with the current ISO/IEC Guide
39.
CHAPTER 3. GENERAL PROVISIONS
3.1 Fees and Costs
Fees for factory inspections performed by one party hereund-
er on hehalf of the other party and their payment methods s-
hall be determined through consultations between the parties
hereto. Normally each party will be allowed to collect its
costs actually incurred for its factory inspections perform-
ed hereunder on behalf of the other party and to get reimbu-
rsed directly from the local management of each factory whe-
re the insepction was performed on behalf of the other party
hereunder.
3.2 Confidentiality
3.2.1 Unless specifically approved by the other party in writing
in advance, each party shall keep secret and confidential
and shall not use, except for the purpose of the operation
of this Agreement, any infomration regarding the other pa-
rty and its clientele or customers other than the infomra-
tion which has been publicly known other than as a result
of a breach of this confidentiality provision committed by
the party to whom factory inspections were commissioned.
3.2.2 Each party shall cause its inspectors involved in factory
inspections to be performed hereun-der on behalf of the o-
ther party to sign individually written undertakings of s-
aid confiden-tiality.
3.2.3 Each party may publish the fact that it performs and carr-
ies out factory inspections on behalf of the other party
according to this Agreement. Other related infomration may
not be published without prior written consent given by t-
he other party.
3.2.4 The parties hereto hereby acknowledge that the confidenti-
ality provisions shall survive the termination or cancell-
ation of this Agreement as herein provided.
3.3 Indemnification
In conjunction with factory inspections to be perfomred her-
eunder on behalf of the other party, each party shall indem-
nify the other party, any officer, director, inspector or o-
ther employee of the other party for, and shall hold the ot-
her party harmless against, any and all claims, liabilities,
losses, dam-ages, costs or expenses, including, without lim-
itation, attorney's fees or other consultants and court cos-
ts, resulting dircectly or indirectly from certificates iss-
ued by the other party based upon and influenced by the fac-
tory inspection report submitted hereunder after the inspec-
tion performed by the party on behalf of the other party, o-
nly in case the factory inspection was performed by that pa-
rty in gross negligence.
3.4 Term of This Agreement
This Agreement shall come into full force and effect as of
the day and year first above written and shall stay effecti-
ve indefinitely until the termination is agreed upon in wri-
ting between the parties here-to or until this Agreement is
cancelled by either party with its six(6) month's written n-
otice.
3.5 Suspension and Termination
In case one party fails to fulfill any of its duties and ob-
ligatoins properly and timely as herein pro-vided, and such
failure is not cured by the defaulting party within thirty (
30) days after its receipt of the written notice from the n-
on-defaulting party, the non-defaulting party is entitled to
declare, at its sole discretion, either for provisional sus-
pension of the operation of this Agreement or for terminati-
on of this Agreement in its entirety.
3.6 Amendments
This Agreement may be amended or revised as agreed upon by
the parties in writing.
3.6.1 Such amendments or revisions of factory inspections to be
perfomed hereunder as agreed upon between the parties her-
eto shall be formalized in a new agreement replacing this
instant Agreement if deemed necessary. During the period
that expansions or revisions proposed by one party to the
other are being negotiated in good faith between the part-
ies, this instant Agreement shall remain in full force and
effect. A new agreement, if reached by the parties, may s-
upersede this instant Agreement at any time jointly chosen
by the parties.
3.7 Items Not Provided for
Items and detailed matters not provided for in this Agreeme-
nt but required for the operation of this Agreement will be
dealt with by expedient consultation between the parties he-
reto.
3.8 Notices
Any notice given by one party to the other relative to this
Agreement or the matters covered here-by shall be in writing
and shall be deemed given when delivered personally or by f-
acisimile to the other party at the following address or at
such other address for that party as specified by notice.

For JET:
JAPAN ELECTRICAL TESTING LABORATORY
5-14-12 Yoyogi
Shibuya-ku, Tokyo 151
Japan
Attention: Director, International Business Division

For BCIQ:
BUREAU OF COMMODITY INSPECTION
AND QUARANTINE MINISTRY OF ECONOMIC AFFAIRS
4, Chinan Road, Section 1
Taipei, Taiwan, Republic of China
Attention: Director, Department of Inspection
3.9 Disputes
In case any dispute or disagreement arises in connection wi-
th this Agreement and its operation, such dispute or disagr-
eement shall be finally referred to an arbitration in accor-
dance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by a plural number of arb-
itrators appointed in accordance with the said Rules. The s-
ite of arbitration shall be in Taipei, Taiwan, Republic of
China, when the arbitration is referred to by JET, and in T-
okyo, Japan, when it is referred to by BCIQ.
IN WITNESS WHEREOF the parties hereto have each caused this
Agreement to be executed by their duly authorized officers
as of the day and year first above written.

By:武田康〔簽字〕 By:許鵬翔〔簽字〕
Ko Takeda Peng-Siang Hsu
President Director General
JAPAN ELECTRICAL TESTING BUREAU OF COMMODITY
LABORATORY INSPECTION AND QUARANTINE,
MINISTRY OF ECONOMIC AFFAIRS