Asia Pacific Microsystems and CTI Consulting

SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT is made by and between Asia Pacific Microsystems, whose address is
No. 2, R&D Rd 6, Science-Based Industrial Park, Hsinchu, Taiwan , R.O.C. , hereinafter
referred to as "Company", and CTI Consulting , whose address is 1162 Miguel Ave., Los
Altos, Ca. 94024., hereinafter referred to as “Sales Representative”.

WHEREAS, Company is engaged in the marketing and sale of manufacturing services

listed in Exhibit A, hereinafter referred to as “ Foundry Service”; and

WHEREAS, Sales Representative desires to solicit orders for Company's Foundry

servicesStainless Steel Products and Fabrication Services in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, it is agreed as follows:

1. Company hereby appoints Sales Representative as an Authorized Independent

Representative to solicit orders for and promote the Foundry ServicesStainless Steel
Products and Fabrication Services provided by Company. Sales Representative can only
work on accounts assigned by the Company, as in the exhibit C, D and the any other
accounts initiated by the Sales Representative and approved by the Company. Exhibit E are
the accounts that Sales Representative has contacted but currently do not have match with
Company’s desire to proceed. If the Company’s direction changes, the Sales Representative
will have the right to service these accounts.

2. Service: Sales Representative shall devote such time, energy and skill on a regular and
consistent basis as is necessary to solicit orders for and promote Company's Foundry
ServicesStainless Steel Products and Fabrication Services during the term of this
Agreement.

Sales Representative shall periodically, or at any time upon Company's request, submit an
appropriate report on sales or promotional efforts performed for the Company pertinent to
this Agreement; the said report shall contain items and/or information required by
Company.

The Company shall provide the information of the Company’s business, technology and
product periodically to the Sales Representative.
The Sales Representative is authorized to use the trade name or trade mark of the Company
that may be described in writing otherwise for the marketing material, web site content and
packaging associated with the Company’s Foundry ServicesStainless Steel Products and
Fabrication Services with the prior consent from the Company. Nothing herein shall grant
Sales Representative any right, title, or interest in Company's trade name or trade mark. At
no time during or after the term of this Agreement shall Sales Representative challenge or
assist others to challenge Company's trade name or trade mark or the registration thereof or
attempt to register any trade marks, marks or trade names confusingly similar to those of
Company.

The Company may accept or reject any orders of sales or potential sales solicited and
brought by the Sales Representative. Sales Representative shall have no authority to accept
orders for the Foundry Servicestainless Steel Products and Fabrication Services on behalf
of Company. However, the Company shall correspond with the Sales Representative within
five business days after receiving such information.

The Sales Representative shall solicit orders for the Foundry ServicesProducts and
Fabrication Services from agreed upon customers. The Company shall not use a third party
agent, representative or non-APM employee to solicit orders from the customer on Exhibit
C without prior consent from the Sales Representative. In case the Company request a
collaborative sales activity between the Sales Representative and another non-APM
employee, agent or representative, the Company and the Sales Representative will come to
an agreement in writing as the addendum of this Agreement.

For Sales Representative’s failure to perform or report the marketing and sales activities,
the Company may terminate this Agreement, in according to the section 13 termination, or
adjust the scope of authority herein.

3. Commission and Retention Fee: Company will pay Sales Representative the
reimbursement of the out-of-pocket expenses related to the promotion and sales activities
when the Sales Representative submits receipts of such expenses up to $2500 a month. The
Company also agrees to pay a retention fee for the difference of $2500 and the actual
reimbursement on the monthly basis.

When the total of reimbursement, commission and retention fee paid for the contract period
exceeds $80,000 for the contract year, Company will stop the monthly reimbursement and
retention fee payment.

For the performance of Company's services as arranged by Sales Representative under this
Agreement, Sales Representative shall be entitled to a commission as in Exhibit B.
The commission is due and payable to Sales Representative within 30 days from billing
invoice sent to the customer on the contract for any underlying invoice. Commissions will
be paid on fees for Foundry ServicesStainless Steel Products and Fabrication Services
rendered by and shall not include freight, tax, duty, custom processing fees, machines,
parts, tooling, and materials purchase at NRE stage, and other “out-of-pocket” charges
incidental to the performance of said services and are itemized at customer’s quotation. For
purposes of this Agreement, "Contract" shall mean any agreement and/or order of
Company's Foundry ServicesStainless Steel Products and Fabrication Services solicited,
initiated or arranged by Sales Representative, includes purchase order that is issued by the
Customer’s authorized manufacturing partner, or purchase order that is issued directly to
the Company. The term “customer” means the customer who selects and qualifies the
Company’s Foundry Service and the subsequent designated, consigned, and transferred
entity that continues to use the same service from the Company.

The commission payment shall be in US dollars.

4. Not Competing: During the term of this Agreement

Sales Representative shall not compete with Company, directly or indirectly, for Sales
Representative or on behalf of any other person, firm, partnership, corporation or other
entity in the sale or promotion of services the same as or similar to Company's Foundry
servicesStainless Steel Products and Fabrication Services.

5. Non-Disclosure Agreement: Under no circumstances and at no time shall Sales

Representative discloses to any person any of the secrets, methods or systems used by, or
certain information and materials concerning Company's business plans, customers,
technology, and application that is confidential and of substantial value to Company unless
it is authorized by the Company. All customer lists, product types, reports, and other such
information of any nature made available to Sales Representative by virtue of Sales
Representative's association with Company shall be held in strict confidential and not be
used for purposes other than those hereof during the term of this Agreement and after its
termination for3 years.

6. Independent Contractor: This Agreement shall not create a partnership, joint venture,
agency, employer/employee or similar relationship between Company and Sales
Representative; sales Representative shall be an independent contractor. Company shall not
be required to withhold any amounts for state or federal income tax or for FICA taxes from
sums becoming due to Sales Representative under this Agreement. Sales Representative
shall not be considered an employee of Company and shall not be entitled to participate in
any plan, arrangement or distribution by Company pertaining to or in connection with any
pension, stock, bonus, profit sharing or other benefit extended to Company's employees.
Sales Representative shall be free to utilize his time, energy and skill in such manner as he
deems advisable to the extent that he is not otherwise obligated under this Agreement.

7. Sales Representative shall bear any and all costs or expenses incurred by Sales
Representative to perform his obligation under this Agreement; including, but not limited
to, vehicle insurance, travel expenses, and telephone expenses. (Except reimbursement
covered under section 3) Company will pay all packaging and shipping charges of
engineering samples and RMA items.

The Company and the Sales Representative may engage in certain marketing and sales
promotion event, such as, trade show exhibit, advertisement or conference speech, etc. A
separate agreement may be made for the execution of such plans and the cost participation.

8. Partnership, Subcontracting, and Employment: Sales Representative may engage in

partnership and employment to perform part of the service. The Sales Representative shall
have separate agreement with such partners and employees for the obligation and
compensations of the services provided to solicit orders for the Foundry Service of the
Company, provided that Company approves partnership and partners created for the
purposes of promoting and soliciting orders for the Foundry Service of the Company. The
Company can not engage with the partners and employees of the Sales Representative for
any activity without prior consent from the Sales Representative.

9. Warranty: Sales Representative is not authorized to extend any warranty or guarantee or

to make representations or claims with respect to Company's Foundry ServicesStainless
Steel Products and Fabrication Services without express written authorization from
Company.

10. Indemnity: The Company shall be solely responsible for the design, development,
supply, production, performance and schedule of its service. The Company agrees to
indemnify and hold Representative harmless from and against and to pay all losses, costs,
damages or expenses whatsoever, including reasonable attorney’s fees, which Sales
Representative may sustain or incur on account of infringement or alleged infringement of
patents, trademarks, or trade names, or breach of warranty in any way resulting from the
sale of the Company’s Foundry Service, provided that Company is promptly notified and
rendered reasonable assistance by Sales Representative (at Company 's expense).
11. Governing Jurisdiction: This Agreement, and all transactions contemplated hereby, in
claims to CTI, shall be governed by, construed and enforced in accordance with the laws of
the State of California, USA and be submitted to the personal jurisdiction and venue of a
court of subject matter jurisdiction located in Santa Clara County, State of California; to the
contrary, in claims to Company, the same shall be governed by, construed and enforced in
accordance with the laws of Taiwan and be submitted to the Hsinchu District Court of
Taiwan. In the event that litigation results from or arises out of this Agreement or the
performance thereof, the Parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be entitled. In such
event, no action shall be entertained by said court or any court of competent jurisdiction if
filed more than one year subsequent to the date the cause(s) of action actually accrued
regardless of whether damages were otherwise as of said time calculable.

12. Exclusions: The customers not listed in Exhibit C or D may be the Company’s
customers serviced by the Company’s direct sales’ force or other representatives, and are
excluded from Sales Representative’s service. The Company and the Sales Representative
can modify Exhibit C on a signed addendum.

13. Termination: The Agreement is binding for one year from the date the agreement is
signed. After one year, the Agreement continues in full effect except that each party can
give notice for Termination without cause at minimum 30 days prior to the termination
date. The notice of termination shall be deemed sufficiently given on the 7th date after the
mailing date, if sent by registered airmail. The commission for the sales order received
from the customers prior to the termination date is due to pay to the Sales Representative
within 30 days upon sending billing invoice to the customers.

In the event the Agreement is terminated by the Company, the Sales Representative is
entitled (part of) the commission for the billing invoices to the customers with whom the
Sales Representative initiates and performs marketing and sales activities, regardless such
purchase order many be received after the Termination Date. For customer list on Exhibit
D, The commission rate is the same as Exhibit B except discount rate specified on Exhibit
D. for the first 3 months after the termination date. From the 4 th to 6th month, the
commission rate is 50% of that of the first three months. For all other customers, the
commission rate is the same as Exhibit B for the first 6 months after the termination date.
For the 7th to 12 month, the commission rate is 50% of the Exhibit B.

14. Modifications: This Agreement contains the entire agreement between the parties and
any representation, promise or condition not incorporated herein shall not be binding upon
either party. Any modification or assignment of the Agreement shall be made and executed
in writing by both parties. The authorized signatures for the Company are those of the
President or Vice President of Sales. The authorized signature for the Sales Representative
is the President.

15. No assignment: This Agreement shall not be assigned or transferred by Sales

Representative without the prior written consent of company.

16. Severability: If any provision of this Agreement is held to be invalid by a

court of competent jurisdiction, then the remaining provisions shall nevertheless remain in
full force and effect.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 1st
day of December 2009, to be effective until 31th day of November, 2010.

Asia Pacific Microsystems, Inc. “COMPANY"

No. 2, R&D Rd 6, Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C.
By:

Yu-Hsien Tsai
President

CTI, "SALES REPRESENTATIVE"

1162 Miguel Ave., Los Altos, Ca. 94024 USA

By:

Tom Chang
President
Exhibit A
Foundry Service

Including but not limited to:

MEMS Foundry Service

Exhibit B
Commission Schedule

Proto-types, Design/ Development Service and Non-refundable Engineering Charges –

Sales Representative and the Company will determine the Sales Representative’s
commission on case-by-case basis and with Minimum Commission guaranteed as below
a) NRE, Engineering, Qualification, PV shipment: 10%
b) Manufacturing Service shipped after customer qualification is granted.
Under USD 1 M cumulative from the same account: 5%
Above USD 1 M cumulative from the same account: 4%
Above USD 2 M cumulative from the same account: 3%
Above USD 3 M cumulative from the same account: 1%

In general practice: Company quotes directly to customers and Sales Representative can not
mark up the price to conclude the order. The final offers are made from Company.

Exhibit C
The following Companies and application/ project are permitted for the Sales
Representative to Service.

Honeywell
Knowles
Kodak
Form Factor
S3C
GE
Silicon Microstructures (SMI)
Measurement Specialty (MSI)
Kavlico
Freescale
Axept
Delphi
Dimatix

(Subject to update periodically)

Exhibit D
The following are the Customers the Sales Representatives are currently providing service
and are permitted to continue providing service at percentage discount of the commission
rate as Exhibit B.

Honeywell Private Label Pressure Sensor: 50% (Other new business, 100%)
Continental: 100%
Neo Photonics: 100%

Exhibit E

Capella Photonics
Qualtre
Atmel
Micralyne
IMT
Microgen
Merit Sensor
PNI
Othomems
Maxim
Qualcomm