Sales Representative Agreement Nov11 2009

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 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 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 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 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 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 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 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 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 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 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 4th 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