UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of November 2009

_______________________

Commission File No. 1-14742

JINPAN INTERNATIONAL LIMITED

(Translation of Registrant’s Name into English)

c/o Hainan Jinpan Special Transformer Works

Section D-2,

No. 100 Industry Avenue

Jinpan Development Area

Haikou, Hainan PRC

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:      
x Form 20-F        o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: oYes   oNo

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________

On April 30, 2008, as amended May 19, 2008, and November 14, 2008, we entered into license agreements with Hitran Corporation, a New Jersey corporation, to license designs for certain line reactors used on wind turbines. Pursuant to the license agreements, Hitran Corporation granted us the exclusive right to use the licensed designs to manufacture, assemble, sell, maintain and repair the licensed products. Hitran Corporation also granted us the right to use Hitran’s trademark on the licensed products. We agreed to pay Hitran a royalty fee equal to a percentage of net sales of the licensed products. Both agreements have a term of five years.

Copies of these license agreements and the amendment thereto are attached hereto as Exhibits 1, 2 and 3.

On January 19, 2005, as amended April 10, 2008, we entered into a license agreement with Schneider Electric (China) Investment Co. Ltd., a Chinese affiliate of Schneider Electric, renewing an agreement to license designs for certain circuit breakers used in our switchgears.  Pursuant to the license agreement, Schneider granted us a non-exclusive right to manufacture, assemble, sell, maintain and repair those certain circuit breakers in the PRC (excluding Hong Kong and Taiwan).  Schneider also granted us the right to use certain trademarks on the licensed products.  The agreement, as amended, expires on December 31, 2010.

A copy of this license agreement and the amendment thereto are attached hereto as Exhibits 4 and 5.

In September and October 2008, we entered into a series of contracts with JiangSu QiAn Construction Group Ltd., a Chinese corporation, for the construction and renovation of our Shanghai facility.  The total cost for the construction and renovation of our Shanghai facility under these agreements was RMB 11 million.

A summary of these contracts is attached hereto as Exhibit 6.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JINPAN INTERNATIONAL LIMITED
By:	/s/ Mark Du
Name:	Mark Du
Title:	Chief Financial Officer

Dated: November 12, 2009

Exhibit No.	Description
1.	License Agreement dated April 30, 2008, between Hainan Jinpan Electric Company Ltd. and Hitran Corporation.
2.	Amendment dated May 19, 2008, between Hainan Jinpan Electric Company Ltd., Hitran Corporation and Jinpan International (USA), Ltd. amending the License Agreement dated April 30, 2008.
3.	License Agreement dated November 14, 2008, between Jinpan International (USA) Co. Ltd., Hainan Jinpan Electric Co. Ltd., Jinpan Electric (China) Co. Ltd. and Wuhan Jinpan Electric Co. Ltd. and Hitran Corporation.
4.	License Agreement dated January 19, 2005, between Hainan Jin Pan Electric Co., Ltd. and Schneider Electric (China) Investment Co., Ltd.
5.	Amendment dated April 10, 2008, between Hainan Jin Pan Electric Co. Ltd. and Schneider Electric (China) Investment Co. Ltd. amending the License Agreement dated January 19, 2005.
6.	Summary of the material terms of the agreements from September 6, 2008 through October 31, 2008 between Shanghai Jinpan Electric Co. Ltd. and Jiangsu Qi An Construction Group Ltd.

Exhibit 1

LICENSE AGREEMENT

BETWEEN

HAINAN JINPAN ELECTRIC CO., LTD.

AND

HITRAN CORPORATION

TABLE OF CONTENTS

ARTICLE I – DEFINITIONS 1

ARTICLE II – SCOPE AND TERM OF THE LICENSE 3

ARTICLE III – IMPROVEMENTS 3

ARTICLE IV – HITRAN’S OBLIGATIONS 4

ARTICLE V – HAINAN JINPAN’S OBLIGATIONS 4

ARTICLE VI – PRICE AND PAYMENT 5

ARTICLE VII – WARRANTIES 5

ARTICLE VIII – REMEDIES 6

ARTICLE IX – PROTECTION OF INTELLECTUAL PROPERTY AND TRADEMARK 6

ARTICLE X – DURATION, RENEWAL, AND TERMINATION 6

ARTICLE XI – GENERAL PROVISIONS 7

SCHEDULE A 14

EXHIBIT A SUPPLEMENT AGREEMENT 15

THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of April 30, 2008 (“Effective Date”) by and between Hitran Corporation, a New Jersey corporation with its registered office at 362 Hwy 31, Flemington, New Jersey 08822 U.S.A. (“Hitran”) and Hainan Jinpan Electric Company Ltd., a business entity organized under with the laws of the People’s Republic of China with its registered office at 4-1, No. 100, Nanhai Avenue, Haikou City, Hainan Province 570216 P.R. China (“Hainan Jinpan”).

WITNESSETH

WHEREAS, Hitran holds the intellectual property to designs (“Licensed Designs”), incorporated by reference into this Agreement through Schedule A, of platforms for General Electric Company’s 1.5 Mega Watt wind turbines (“Licensed Products”) and revisions to such platforms.

WHEREAS, Hainan Jinpan desires to use the Licensed Designs to manufacture, assemble and sell Licensed Products in accordance with the terms and conditions of this Agreement.

WHEREAS, Hitran has the power to authorize Hainan Jinpan to manufacture, assemble and sell the Licensed Products in the Territory subject to and in accordance with the provisions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and the premises herein contained, the parties, intending to be legally bound, hereby agree as follows.

ARTICLE I – DEFINITIONS

As used in this Agreement, each of the following terms has the meaning set forth thereafter, such meaning to be equally applicable both to the singular and plural forms of the terms herein defined.

1. “Affiliate” means any corporation or non-corporate business entity which controls, is controlled by, or is under common control with Hainan Jinpan.  A corporation or non-corporate business entity shall be regarded as in control of another corporation if it owns or controls at least fifty (50%) percent of the voting stock of the other corporation, or (i) in the absence of the ownership of at least fifty (50%) percent of the voting stock of the other corporation or (ii) in the case of a non-corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or non-corporate business entity, as applicable.  Unless otherwise specified, the term Hainan Jinpan also includes its Affiliates.

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2. “Agreement” means this License Agreement, together with all schedules, signed by Hitran and Hainan Jinpan (all of which are incorporated by reference), as the same may be modified, amended, or supplemented from time to time.

3. “Field of Use” means any field.

4. “Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all three of the following tests:

a. The act or event prevents a party (the “Nonperforming Party”), in whole or in part, from

i. performing its obligations under this Agreement; or

ii. satisfying any conditions to the obligations of the other party (the “Performing Party”) under this Agreement.

b. The act or event is beyond the reasonable control of and not the fault of the Nonperforming Party.

c. The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence.

Despite the preceding definition of a Force Majeure Event, a Force Majeure Event excludes economic hardship, changes in market conditions, and insufficiency of funds.

5. “Licensed Design” means any design, incorporated by reference into this Agreement through Schedule A, for platforms for General Electric Company’s 1.5 Mega Watt wind turbines and revisions to such platforms.

6. “Licensed Product” means any product designed, manufactured, or assembled using the Licensed Design. 

7. “Net Sales” mean the gross invoiced amount charged by Hainan Jinpan on the sale of the  Licensed Product as defined by schedule A, less (i) allowances or credits for returned products (ii) value added services, custom duties, and other applicable fees and taxes, (iii) packaging, shipping and freight, and handling charges, (iv) insurance on transit, (iv) and any charge not included in the unit price of the Licensed Product and invoiced as a separate item. 

8. “Parties” mean the parties executing this Agreement, i.e. Hitran and Hainan Jinpan, and Party refers to either one of them as the case may be.

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9. “Properly Manufactured Licensed Product” means Licensed Product that is manufactured by skilled persons using the appropriate machines and tools and in accordance with the Licensed Design and Technical Information provided by Hitran to Hainan Jinpan and free of manufacturing defects.

10. “Purchase Order” means an order from a buyer for the Licensed Product.  A Purchase Order closes only if Hainan Jinpan has fulfilled its contractual obligation to deliver the Licensed Product and has invoiced the customer.  Otherwise, the Purchase Order remains open.

11. “Reporting Period” means a period of two calendar months at the end of which Hainan Jinpan shall provide a status report and pay Royalties owed to Hitran, as provided for in Article V and VI of this Agreement.  The first Reporting Period begins on April 1, 2008 and ends on May 31, 2008.

12. “Royalty” means consideration paid by Hainan Jinpan to Hitran in consideration for the rights granted by Hitran to Hainan Jinpan in accordance with the terms of this Agreement.  Royalty for a Licensed Product is calculated by multiplying the royalty rate applicable to the corresponding Licensed Design, as specified in Schedule A, to the Net Sales of the Licensed Product.  Royalty does not apply to the transfer or sale of the Licensed Product by Hainan Jinpan to its affiliates or between its affiliates. 

13. “Technical Information” means engineering drawings, associated  lists, and all other documents related to the design, manufacture, and assembly of the Licensed Product provided by Hitran to Hainan Jinpan.

14. “Territory” means the world.

ARTICLE II – SCOPE AND TERM OF THE LICENSE

Hitran hereby grants Hainan Jinpan the exclusive right to use the Licensed Designs to manufacture, assemble, sell, maintain, and repair the Licensed Products, and to use Hitran’s trademark on the Licensed Products in the Territories in the Field of Use for the duration of this Agreement and subject to the terms and conditions herein.

ARTICLE III – IMPROVEMENTS

1. Each party shall retain title to improvements that it made on the Licensed Designs. 

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2. Each party shall communicate to the other improvements made on the Licensed Designs as soon as possible.  Such communication is subject to the terms of confidentiality agreement executed by the parties prior to or at the time of the communication.   

3. Each party shall grant the other a co-exclusive license to any improvements that it made on the Licensed Designs, without additional consideration, for the duration of this Agreement.

ARTICLE IV – HITRAN’S OBLIGATIONS

1. Hitran shall promptly provide Hainan Jinpan with information necessary for the proper manufacture, assembly and sale of the Licensed Products.

2. Hitran shall make available to Hainan Jinpan the Licensed Design and Technical Information.

3. Hitran shall transmit the Licensed Design and Technical Information, in electronic or written form and in the English language, directly to Hainan Jinpan or through Jinpan International (USA) Ltd.

4. Hitran shall provide to the employees of Hainan Jinpan the training and technical support necessary to properly manufacture and assemble the Licensed Products.  

ARTICLE V – HAINAN JINPAN’S OBLIGATIONS

1. Within five (5) business days after the close of each Reporting Period, Hainan Jinpan shall deliver to Hitran a report on the status of Purchase Orders that remain open and those that closed within the Reporting Period.  Hainan Jinpan shall include in the report the following information:

a. the Hitran Design Number (including the Revision Number) pursuant to which the Licensed Products are manufactured;

b. the Purchase Order Number;

c. the quantity (in units) of the Licensed Product specified in the Purchase Order;

d. the unit price of the Licensed Product;

e. the Royalty payable for each unit of the Licensed Product;

f. the total Royalties payable upon the close of the Purchase Order;

g. the applicable taxes and fees deducted from the total Royalties payable; and

h. the status of the Purchase Order as open or closed.

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2. Hainan Jinpan shall cure any defect with the status report (including failure to deliver) within one month of receiving written notice from Hitran specifying the defects to be cured.  If Hainan Jinpan cures the defect within one month of receiving such notice, Hitran will not take any action that is adverse to Hainan Jinpan.

ARTICLE VI – PRICE AND PAYMENT

1. In consideration of the rights granted by Hitran to Hainan Jinpan in accordance with the terms of this Agreement, Hainan Jinpan (excluding Affiliates) shall within five (5) business days after the close of each Reporting Period pay to Hitran Royalties on Purchase Orders that closed within the Reporting Period.

2. The Royalties paid is subject to taxes and fees required by the applicable laws and regulations of the United States and People’s Republic of China.  Hainan Jinpan shall withhold from the Royalties paid taxes and fees as required by law.

3. Hainan Jinpan shall pay Hitran by bank transfer in U.S. dollars (USD).  Payment is considered effective when the following account is credited.

Hitran Corporation
Name of Bank: Wachovia Bank
Account No: 2000011745624
Telex: 4990118WACH_PA
Swift: PNBPUS33
ABA: 026005092
Chipe: 0285

ARTICLE VII – WARRANTIES

1. Hitran warrants that the Licensed Design and Technical Information it supplies to Hainan Jinpan under this Agreement is sufficient to permit the manufacture, assembly, and repair of Licensed Products by skilled persons using the appropriate machines and tools for the purpose of commercial production of the Licensed Products.

2. Hitran warrants that Properly Manufactured Licensed Products meet the Performance Specifications in Schedule A.

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3. Hitran warrants that it is the rightful owner of all rights to the Licensed Designs and the Technical Information supplied to Hainan Jinpan.

ARTICLE VIII – REMEDIES

Hitran is the rightful owner and as such warrants the product to be proper for the intended purpose as accepted and tested by the customer. The customer has assumed responsibility for qualification and placing the product into service.

ARTICLE IX – PROTECTION OF INTELLECTUAL PROPERTY AND TRADEMARKS

1. Protection of Intellectual Property

Hitran is the rightful owner of all intellectual property rights over the Licensed Design that it supplied to Hainan Jinpan. Hainan Jinpan shall not file any patent application or other intellectual proprietary rights covering the Licensed Design. However, any improvement on the Licensed Design is excluded from this Article.

2. Protection of Trademark

Except for Hainan Jinpan’s right to use of Hitran’s trade mark on the Licensed Products, as permitted by Article II Paragraph 1, Hainan Jinpan shall not use or register, either directly or indirectly, the trademark, trade name, domain name or other marks and names identical or similar to Hitran’s trademark or trade names.

ARTICLE X – DURATION, RENEWAL, AND TERMINATION

1. The duration of the Agreement is five (5) year from the Effective Date.

2. Either party may terminate the Agreement at any time without liability, provided that the terminating party gives written notice to the other party at least 6 months (“Notice Period”) prior the termination date.  During the Notice Period, the parties shall continue to perform all obligations under this Agreement.

3. After termination of this Agreement, Hainan Jinpan shall not sell products to customers manufactured using the Licensed Designs or any similar design derived therefrom for General Electric Company’s 1.5 Mega Watt  wind turbines.   Any such sale is a material breach of this Agreement.

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ARTICLE XI – GENERAL PROVISIONS

1. Notices

a. Requirement of a Writing; Permitted Methods of Delivery

Each party giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Agreement shall give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: personal delivery, Registered or Certified Mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid), facsimile or e-mail.

b. Addressees and Addresses

Any party giving a Notice shall address the Notice to the appropriate person at the receiving party’s address listed below.

For Hitran:   Mr. James S. Hindle Hitran Corporation 362 Hwy 31 Flemington, NJ 08822 T: 908-782-5525 F: 908-782-9733 E:Jimhindle@hitrancorp.com For Hainan Jinpan:   Mr. Richard H. Wolff Jinpan International (USA) Ltd. 560 Sylvan Ave. (Third Floor) Englewood Cliffs, NJ 07632 T: 201-227-0680 F: 201 -227-0685 E: rwolff@jstusa.net  

c. Effectiveness of a Notice.

Except as provided elsewhere in this Agreement, a Notice is effective only if the party giving the Notice has complied with subsections (a) and (b) and if the receiving party has received the Notice.

2. Confidentiality

a. Hainan Jinpan shall not (a) disclose or give access to the Licensed Design or Technical Information that it receives from Hitran to any other person, firm, or corporation, except to its directors, officers, employees, agents, advisors, and contractors who need to know

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such information and are bound to comply with the terms of this Agreement or are bound by terms at least as comprehensive, or (b) use the Licensed Design or Technical Information other than for the purposes permitted under this Agreement or with Hitran’s prior written consent. Hainan Jinpan shall use at least the same degree of care to avoid disclosure or use the Licensed Design or Technical Information as it employs with respect to its own confidential and proprietary information of like importance, but in any event at least reasonable care.

b. Hainan Jinpan shall have no confidentiality obligations with respect to any Licensed Design or Technical Information which:

i. is or becomes publicly known through no breach of this Agreement by Hainan Jinpan;

ii. is rightfully received from a third party without similar restriction in favor of the Hitran and without breach of this Agreement;

iii. is independently developed by Hainan Jinpan or its representatives without reference to the Licensed Design or Technical Information disclosed under this Agreement;

iv. is approved for release by written authorization of Hitran; or

v. is required to be disclosed by law, regulation, governmental, regulatory or self-regulatory body, legal process or order of any court or by regulatory demand; provided that, to the extent permitted to do so by law, regulation or such body and reasonably practicable under the circumstances, Hainan Jinpan shall advise Hitran of the request for disclosure and shall take all reasonable steps to attempt to preserve the confidentiality of the Licensed Design or Technical Information.

c. Hainan Jinpan shall return all Licensed Design or Technical Information (including copies) provided by Hitran to Hainan Jinpan when the Agreement is terminated or expires.  

3. Announcements

Neither party may issue any press release or make any announcement with respect to this Agreement without the prior written consent of the other party. That party shall not unreasonably withhold or delay its consent. Despite the previous sentences of this Section, the parties are entitled to make any disclosures required by law.

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4. Amendments

The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

5. Waivers

a.	No Oral Waivers
	The parties may waive any provision in this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced.
b.	Effect of Failure, Delay or Course of Dealing
	No failure or delay

(i) in exercising any right or remedy, or

(ii) in requiring the satisfaction of any condition, under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition.

c.	Each Waiver for a Specific Purpose
	A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other Person.

6. Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.

7. Merger

Except for the written terms of the Supplement Agreement between Hitran and Jinpan International USA Ltd (as shown in Exhibit A), which may be merged with this Agreement:

a. This Agreement constitutes the final agreement between the parties and serves as the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement.

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b. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

c. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.

d. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.

e. There is no conditions precedent to the effectiveness of this Agreement, other than those expressly stated in this Agreement.

8. Survival

The parties’ rights and obligations under Article VII, Article VIII, Article X Paragraph 3, and Article XI Paragraph 2 shall survive the expiration or termination of this Agreement for any reason.

9. Counterparts

The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other parties. In proving this Agreement, a party must produce or account only for the executed counterpart of the party to be charged.

10. Force Majeure Event

a. Suspension of Performance

If a Force Majeure Event occurs, the Nonperforming Party is excused from

i. whatever performance is prevented by the Force Majeure Event to the extent prevented; and

ii. satisfying whatever conditions precedent to the Performing Party’s obligations that cannot be satisfied, to the extent they cannot be satisfied.

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b. Resumption of Performance

When the Nonperforming Party is able to

i. resume performance of its obligations under this Agreement, or

ii. satisfy the conditions precedent to the Performing Party’s obligations,

it shall immediately give the Performing Party written notice to that effect and shall resume performance under this Agreement no later than two working days after the notice is delivered.

c. Exclusive Remedy

The relief offered by this Force Majeure provision is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event.

11. Transaction Costs

Except as expressly provided in this Agreement, each party shall pay its own fees and expenses (including, without limitation, the fees and expenses of its agents, representatives, attorneys, and accountants) incurred in connection with the negotiation, drafting, execution, delivery, and performance of this Agreement and the transactions it contemplates.

12. Assignment and Delegation

a. Limited Right of Assignment

No party may assign any of its rights under this Agreement, except by merger, consolidation, dissolution, operation of law, or with the prior written consent of the other party. That party shall not unreasonably withhold its consent.

b. Limited Right of Delegation

No party may delegate performance under this Agreement, except by merger, consolidation, dissolution, operation of law, or with the prior written consent of the other party. That party shall not unreasonably withhold its consent.

13. Successors and Assigns

a. The Nonassigning Party’s Performance Obligations

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If there is an assignment of rights, the nonassigning party is deemed to have agreed to perform in favor of the assignee.

b. The Assignee’s Performance Obligations

i. If there is an assignment of rights, a contemporaneous delegation is deemed to have occurred, and

ii. the assignee is deemed to have assumed the assignor’s performance obligations in favor of the nonassigning party, except if in either instance there is evidence to the contrary.

c. Assignability of Rights and Delegability of Performance

This Section does not address, directly or indirectly, whether

i. rights under this Agreement are assignable; or

ii. performance under this Agreement is delegable.

Section 12 of this Article addresses these matters.

14. Third Party Beneficiaries

This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the signatories.

15. Number and Gender

Any reference in this Agreement to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neutral genders where appropriate.

16. Captions

The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation.

17. Governing Law

The laws of the State of New Jersey (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement.

18. Rights and Remedies Cumulative

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Any enumeration of a party’s rights and remedies set forth in this Agreement is not intended to be exhaustive. The party’s exercise of any right or remedy under this Agreement does not preclude the exercise of any other right or remedy. All of party’s rights and remedies are cumulative and are in addition to any other right or remedy set forth in this Agreement, any other agreement between the parties, or which may now or subsequently exist at law or in equity, by statute or otherwise.

Hitran Corporation	Hainan Jinpan Electric Company, Ltd
Authorized Representative	Authorized Representative:
/s/ James S. Hindle	/s/ Li Zhiyuan
James S. Hindle, President	Li Zhiyuan, CEO
May 7, 2008	May 3, 2008
(date)	(date)

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SCHEDULE A

LICENSED DESIGNS

DESIGN SPECIFICATIONS		PERFORMANCE SPECIFICATIONS		ROYALTY	COMMENTS
HITRAN DESIGN #	REV. #	GE PART #	REV. #
ZP0014-80	5	151X1220FM01PC01	Rev 5	5%
ZP0015-80	0	151X1220FL01PC01	Rev 4	5%
ZP0015-80	4	151X1220FL01PC01A	Rev 0	5%
ZP0080-80	Rev 5	151X1230FR01PC01A	Rev 3	5%
ZP0079-80	2	151X1230FR02PC01	Rev -	5%
ZP0079-80	5	151X1230FR02PC01A	Rev 2	5%

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EXHIBIT A

Supplement Agreement

THIS AGREEMENT is made and entered into as of April 30, 2008 by an between Hitran Corporation, a New Jersey corporation with its registered office at 362 Hwy 31, Flemington, New Jersey 08822 U.S.A. (“Hitran”) and Jinpan International USA Ltd., a New York corporation with its registered office at 560 Sylvan Ave., Englewood Cliffs, NJ 07532 U.S.A (“Jinpan USA”).

WHEREAS, on April 30, 2008, Hitran has entered into a license agreement (the “License Agreement”) with Hainan Jinpan Electric Company Ltd. (“Hainan Jinpan”), a business entity organized under with the laws of the People’s Republic of China with its registered office at 4-1, No. 100, Nanhai Avenue, Haikou City, Hainan Province 570216 P.R. China, and its affiliates.

WHEREAS, Jinpan International USA Ltd. is an affiliate of Hainan Jinpan and a party to the License Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows.

1. Within five (5) business days after the close of the calendar year during which the License Agreement is in effect or the date of the termination of the License Agreement, Jinpan USA shall pay to Hitran in lump sum the balance of any Royalties owed to Hitran by Hainan Jinpan.

4. The Royalties paid is subject to taxes and fees required by the applicable laws and regulations of the United States and People’s Republic of China.  Jinpan USA shall withhold from Royalties paid taxes and fees as required by law.

2. Jinpan USA’s payment of Royalties owed by Hainan Jinpan to Hitran, as of the end of the calendar year, shall extinguish any Hitran claim against Hainan Jinpan for payment of Royalties owed.

3. Jinpan USA shall pay Hitran by bank transfer in U.S. dollars (USD) to Hitran.  Payment is considered effective when the following account is credit.

Hitran Corporation
Name of Bank: Wachovia Bank
Account No: 2000011745624
Telex: 4990118WACH_PA
Swift: PNBPUS33
ABA: 026005092

Chipe: 0285

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Hitran Corporation	Jinpan International (USA) Ltd.
Authorized Representative	Authorized Representative:
/s/ James S. Hindle	/s/ Yuqing Jing
James S. Hindle, President	Yuqing Jing, President
May 7, 2008	April 30, 2008
(date)	(date)

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Exhibit 2

AMENDMENTS

This Agreement is entered into, on May 19, 2008, by -

(1) Hitran Corporation (“Hitran”), a New Jersey corporation with its registered office at 362 Hwy 31, Flemingtong, New Jersey 08822 U.S.A; and

(2) Hainan Jinpan Electric Company Ltd. (“Hainan Jinpan”), a business entity organized under with the laws of the People’s Republic of China with its registered office at 4-1, No. 100, Nanhai Avenue, Haikou City, Hainan Province 570216 P.R. China; and

(3) Jinpan International USA Ltd. (“Jinpan USA”), a New York corporation with its registered office at 560 Sylvan Ave., Englewood Cliffs, NJ 07532 U.S.A

- to amend the License Agreement between Hitran and Hainan Jinpan and the Supplement Agreement between Hitran and Jinpan USA. Both the License Agreement and the Supplement Agreement are dated April 30, 2008.

Hitran and Hainan Jinpan agree to amend the License agreement by changing the status report delivery date and payment date from within five (5) business days to within fifteen(15) business days after the close of the Reporting Period. Pursuant to this amendment, the following substitutions are made to the Licensing Agreement:

(1) Article V Paragraph 1: substitute “within five (5) business days” with “within fifteen (15) business days”

(2) Article VI Paragraph 1: substitute “within five (5) business days” with “within fifteen (15) business days”

Hitran and Jinpan USA agree to amend the Supplement Agreement by changing date of payment of any Royalties owed to Hitran by Jinpan at the close of the calendar year or upon the date of termination of the License Agreement from within five(5) business days to within fifteen(15) business days after the close of the Reporting Period. Pursuant to this amendment, the following substitution is made to the Supplement Agreement: Substitute the text ““Within five (5) business days” with “Within fifteen (15) business days”.

Hitran Corporation   Authorized Representative:     /s/ James S. Hindle                  James S. Hindle, President       May 19, 2008                           (date) Hainan Jinpan Electric Company, Ltd Authorized Representative:     /s/ Li Zhiyuan                       Li Zhiyuan, CEO         May 20, 2008                         (date) Jinpan International (USA) Ltd. Authorized Representative:     /s/ Yuqing Jing                         Yuqing Jing, President         May 19, 2008                            (date)

Exhibit 3

LICENSE AGREEMENT

BETWEEN

HITRAN CORPORATION

AND

JINPAN INTERNATIONAL (USA) LTD.

HAINAN JINPAN ELECTRIC CO., LTD.

JINPAN ELECTRIC (CHINA) CO., LTD.

WUHAN JINPAN ELETRIC (CHINA) CO., LTD.

SHANGHAI JINPAN ELECTRIC CO., LTD.

TABLE OF CONTENTS

PREAMBLE 2

ARTICLE I – DEFINITIONS 3

ARTICLE II – GRANT OF LICENSE 5

ARTICLE III – SCOPE OF LICENSE 5

ARTICLE IV – TERM, EXPIRATION, AND TERMINATION 5

ARTICLE V – PAYMENT OF ROYALTY 7

ARTICLE VI – STATUS REPORT AND AUDIT RIGHTS 7

ARTICLE VII – PROTECTION OF INTELLECTUAL PROPERTY 9

ARTICLE VIII – WARRANTIES 10

ARTICLE IX – OBLIGATIONS 10

ARTICLE X – INDEMNIFICATIONS AND REMEDIES 11

ARTICLE XI – GENERAL PROVISIONS 12

SCHEDULE A 21

SCHEDULE B 22

EXHIBIT A 23

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PREAMBLE

THIS LICENSE AGREEMENT is made and entered into as of November 14, 2008 (“Effective Date”) by and between Hitran Corporation, a New Jersey corporation with its registered office at 362 Hwy 31, Flemington, New Jersey 08822 U.S.A., and its AFFILIATES (collectively “HITRAN”) and Jinpan International (USA) Co. Ltd., a New York Corporation with its registered office at 560 Sylvan Ave. (Third Floor), Englewood Cliffs, New Jersey 07632, Hainan Jinpan Electric Co. Ltd., a sino-foreign cooperative joint venture with its registered office at 4-1 No. 100 Nanhai Ave, Haikou, Hainan Province, 570216 P.R. China, Jinpan Electric (China) Co. Ltd. , a PRC limited liability company, and Wuhan Jinpan Electric Co. Ltd., a PRC limited liability company both with registered office at No. 90 Nanhu Road, East Lake High Tech Development Zone, Wuhan, Hubei Province, 430205 P.R. China, and Shanghai Jinpan Electric Co. Ltd., a PRC limited liability company with its registered at No. 999 Huijin Road, Qingpu District, Shanghai, 201700 P.R.China and their AFFILIATES (collectively “JINPAN”)

WITNESSETH

WHEREAS, HITRAN designs and manufactures inductor products with varnish impregnated and dipped insulation systems (open atmosphere and VPI).

WHEREAS, JINPAN designs and manufactures inductor products with epoxy insulation systems, formed by a combination of epoxy resin with a catalyzing agent. The mixture of epoxy resin and the catalyst is injected into a mold under vacuum conditions and the chemical reaction between the epoxy resin and the catalyzing agent cures the mixture.

WHEREAS, HITRAN and JINPAN recognize each other’s expertise in the design and manufacture of inductors with these different and distinct insulation systems.

WHEREAS, HITRAN and JINPAN recognize that the design of and technology employed in the manufacture of inductor products with varnish impregnated and dipped insulation systems are fundamentally different and distinct from that of inductor products with vacuum cast epoxy resin insulation systems.

WHEREAS, HITRAN and JINPAN seek to enter into an agreement to grant JINPAN the right to manufacture, use, assemble, import, export, offer for sale, sell, distribute, maintain, and repair the LICENSED PRODUCT in the Territory subject to and in accordance with the provisions of this Agreement.

WHEREAS, HITRAN and JINPAN acknowledge that HITRAN retains the right and HITRAN fully intends to exercise the right to manufacture, use, assemble,

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import, export, offer for sale, sell, distribute, maintain, and repair the LICENSED PRODUCT in the TERRITORY.

NOW, THEREFORE, for and in consideration of the mutual covenants and the premises herein contained, the parties, intending to be legally bound, hereby agree as follows.

ARTICLE I – DEFINITIONS

As used in this Agreement, each of the following terms has the meaning set forth thereafter, such meaning to be equally applicable both to the singular and plural forms of the terms herein defined.

1. “AFFILIATE” means any corporation or non-corporate business entity which controls, is controlled by, or is under common control with either one of HITRAN or JINPAN as the case may be.   A corporation or non-corporate business entity shall be regarded as in control of another corporation if it owns or controls at least fifty (50%) percent of the voting stock of the other corporation, or (i) in the absence of the ownership of at least fifty (50%) percent of the voting stock of the other corporation or (ii) in the case of a non-corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or non-corporate business entity, as applicable. Unless otherwise specified in this Agreement, the terms “HITRAN” and “JINPAN” also include their respective Affiliates.

2. “AGREEMENT” means this License Agreement, together with all schedules hereto now and hereafter signed by HITRAN and JINPAN as the same may be modified, amended, or supplemented from time to time.

3. “FIELD OF USE” means any field.

4. “FORCE MAJEURE EVENT” means any act or event, whether foreseen or unforeseen, that meets all three of the following tests:

a. The act or event prevents a party (the “NONPERFORMING PARTY”), in whole or in part, from

i. performing its obligations under this AGREEMENT; or

ii. satisfying any conditions to the obligations of the other party (the “PERFORMING PARTY”) under this AGREEMENT.

b. The act or event is beyond the reasonable control of and not the fault of the NONPERFORMING PARTY.

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c. The NONPERFORMING PARTY has been unable to avoid or overcome the act or event by the exercise of due diligence.

Despite the preceding definition of a FORCE MAJEURE EVENT, a FORCE MAJEURE EVENT excludes economic hardship, changes in conditions, and insufficiency of funds.

5. “LICENSED DESIGN” means any design for a line reactor within the scope of this AGREEMENT, as specified in Article III, and incorporated into this AGREEMENT by reference through Schedule A.

6. “LICENSED PRODUCT” means any product manufactured using any  LICENSED DESIGN.

7. “NET SALES” mean the gross invoiced amount charged by JINPAN to its customers on the sale of the LICENSED PRODUCT less (i) allowances or credits for returned products (ii) value added services, custom duties, and other applicable fees and taxes, (iii) packaging, shipping and freight, and handling charges, (iv) insurance on transit, and (iv) any charge not included in the unit price of the LICENSED PRODUCT and billed as a separate item. 

8. “PARTIES” mean the parties executing this Agreement, i.e. HITRAN and JINPAN, and PARTY refers to either one of them as the case may be.

9. “PROPERLY MANUFACTURED LICENSED PRODUCT” means LICENSED PRODUCT that is made by ordinary skilled persons in the art using suitable machines and tools for the manufacture of the LICENSED PRODUCT in accordance with the LICENSED DESIGN and TECHNICAL INFORMATION provided by HITRAN to JINPAN and free of manufacturing defects.

10. “PURCHASE ORDER” means an order from a buyer for the LICENSED PRODUCT.  A PURCHASE ORDER closes only if JINPAN has fulfilled its contractual obligation to deliver the LICENSED PRODUCT and has received payment from the customer.  Otherwise, the PURCHASE ORDER remains open.

11. “REPORTING PERIOD” means a period of three (3) calendar months. The first Reporting Period begins on October 1^st, 2008 and end on December 31^st, 2008.

12. “ROYALTY” means consideration paid by JINPAN to HITRAN for the right to manufacture, use, assemble, import, export, offer for sale, sell,

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distribute, maintain, and repair the LICENSED PRODUCT in accordance with the terms of this AGREEMENT. ROYALTY for a LICENSED PRODUCT is calculated by multiplying the royalty rate applicable to the LICENSED DESIGN, as specified inSchedule A, to the NET SALES of the corresponding LICENSED PRODUCT. A ROYALTY does not apply to the transfer or sale of the LICENSED PRODUCT by JINPAN to any AFFILIATE or among its AFFILIATES, however, ROYALTY is payable when an AFFILIATE sells the LICENSED PRODUCT to a customer.

13. “TECHNICAL INFORMATION” means all engineering drawings, documents, know-how, associated lists, work instruction and all other documents necessary or useful to the design, manufacture, and assembly of the LICENSED PRODUCT using the LICENSED DESIGN to be provided by HITRAN to JINPAN to be provided initially and on a continuing basis.

14. “TERRITORY” means the world.

ARTICLE II – GRANT OF LICENSE

HITRAN hereby grants JINPAN the exclusive co-license to use the LICENSED DESIGNS to manufacture, use, assemble, import, export, offer for sale, sell, distribute, maintain, and repair the LICENSED PRODUCTS, and to use HITRAN’s trademark on the LICENSED PRODUCT in the TERRITORIES in the FIELD OF USE for the term of this AGREEMENT and subject to the terms and conditions herein. HITRAN expressly agrees herein not to grant any other licenses or sublicensees the rights granted herein for the term of this AGREEMENT.

ARTICLE III – SCOPE OF LICENSE

The LICENSED DESIGN encompasses the design for a line reactor that utilizes a varnish impregnated and dipped insulation system (open atmosphere and VPI) developed for a platform for General Electric Company’s 2.5 Mega Watt wind turbine and revisions to such platform for the said wind turbine. Any design of a line reactor that does not utilize the aforementioned insulation system or that is developed for any other platform is not within the scope of this Agreement, including, but not limited to, any design for any inductor type product with an epoxy resin insulation system.

ARTICLE IV – TERM, EXPIRATION, AND TERMINATION

1. Term. The term of this Agreement is five (5) years from the EFFECTIVE DATE (“TERM”).

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2. Expiration. The AGREEMENT expires after the TERM unless renewed by the PARTIES through a new written agreement or amendment to this AGREEMENT executed in writing by both PARTIES and that identifies itself as an amendment to this AGREEMENT.

3. Termination. Despite Article IV(1), either PARTY may terminate this AGREEMENT for cause, provided that the PARTY seeking termination (“TERMINATING PARTY”) gives the other PARTY (“NON-TERMINATING PARTY”) written notice of the cause of termination and opportunity to cure.

a. Cause for termination means a breach of any warranty in Article VIII and failure to perform by the NON-TERMINATING PARTY of its obligations in Article IX.

b. The written notice should describe in reasonably sufficient detail the cause for termination to enable the NON-TERMINATING PARTY the opportunity to address the breach of warranty and/or defect in performance giving rise to the cause for termination.

c. The TERMINATING PARTY shall give the NON-TERMINATING PARTY thirty (30) business days (“CURE PERIOD”) after the receipt of the written notice to remedy the breach of warranty and/or cure the defect in performance that gives rise to the cause for termination.  This CURE PERIOD is in addition to other periods to remedy breaches of warranty and/or defect in performance, as provided for in this AGREEMENT.    

d. This AGREEMENT does not terminate if, within the CURE PERIOD, the NON-TERMINATING PARTY remedies the breach of warranty and/or cures the defect in performance giving rise to the cause for termination, otherwise, this AGREEMENT terminates without further notice from the TERMINATING PARTY.  

4. Effect of Expiration or Termination on Existing Orders and Warranties for the LICENSED PRODUCTS.  Expiration or termination of this AGREEMENT does not affect either PARTY’S rights and obligations with respect to orders customers placed with JINPAN for LICENSED PRODUCTS prior to the expiration or termination of this AGREEMENT.  Except for orders for LICENSED PRODUCTS placed while the AGREEMENT was in effect, JINPAN shall not manufacture or sell LICENSED PRODUCTS to customers after the expiration or termination of this AGREEMENT.  However, JINPAN reserves the right to repair or replace LICENSED PRODUCTS under warranty to its customers after the expiration or termination of this AGREEMENT without further compensation to HITRAN.   

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ARTICLE V – PAYMENT OF ROYALTY

1.	Royalty Assessment. ROYALTY is assessed on PURCHASED ORDERS that have closed.
2.	Royalty Due Date. ROYALTY is due within fifteen (15) business days after the end of each REPORTING PERIOD.
3.	Taxes and Fees.  ROYALTY paid is subject to taxes and fees required by the applicable laws and regulations of the United States and the People’s Republic of China.  JINPAN shall withhold from the ROYALTY paid taxes and fees as required by law.  Schedule B provides a list of applicable taxes and fees and the applicable rates as of the EFFECTIVE DATE.  However, both the number of applicable taxes and fees and the applicable rates are subject to change due to changes in the laws and regulations of the United States and the People’s Republic of China.  JINPAN would disclose to HITRAN in the STATUS REPORT changes in the applicable taxes and fees and the applicable rates.
4.	Currency. Payment for ROYALTY is in U.S. Dollars.  If the sale of the LICENSED PRODUCT is recorded in any currency other than U.S. Dollars, the ROYALTY is calculated in that currency and converted into U.S. Dollars using a rate that is the average of the conversion rate on the first day and last day of the REPORTING PERIOD.
5.	Payment. Payment of ROYALTY is considered effective when the following account is credited.

HITRAN Corporation

Name of Bank: Wachovia Bank

Account No: 2000011745624

Telex: 4990118WACH_PA

Swift: PNBPUS33

ABA: 026005092

Chipe: 0285

ARTICLE VI – STATUS REPORT AND AUDIT RIGHTS

1. Reporting.  Within fifteen (15) business days after the end of each REPORTING PERIOD, JINPAN shall provide HITRAN a report on the status of PURCHASE ORDERS within the REPORTING PERIOD (“STATUS REPORT”)

2. Content of the Status Report. The STATUS REPORT should contain the following information:

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a. the HITRAN Design Number (including the Revision Number) as set forth on Schedule A to this Agreement pursuant to which any LICENSED PRODUCT is manufactured for delivery under a Purchase Order;

b. each PURCHASE ORDER number;

c. the quantity (in units) of the LICENSED PRODUCT specified in each PURCHASE ORDER;

d. the unit price of the LICENSED PRODUCT specified in each PURCHASE ORDER;

e. the NET SALES for each PURCHASE ORDER;

f. the status of the each PURCHASE ORDER (open or closed);

g. the ROYALTY payable on each PURCHASE ORDER;

h. the total ROYALTY payable on PURCHASE ORDERS that closed during the REPORTING PERIOD; and

i. all applicable taxes and fees deducted from the total ROYALTIES payable.

3. Audit Rights. HITRAN or its designated auditor has the right to audit the STATUS REPORTS by inspecting PURCHASE ORDERS issued by customers to JINPAN, provided that the following conditions are met:

a. HITRAN or its designated auditor pays all expenses related to the audit;

b. HITRAN or its designated auditor provides JINPAN with at least fifteen (15 ) business days of notice prior to the audit to allow JINPAN sufficient time to schedule and to prepare for the audit;

c. HITRAN or its designated auditor conducts no more than two (2) audits per calendar year and that each audit covers a period of at most one (1) calendar year dating back from the last Reporting Period that ended before the audit; and

d. HITRAN and its designated auditor enter into a non-disclosure with JINPAN to protect proprietary and/or commercially sensitive information in the PURCHASE ORDERS.

JINPAN reserves the right to redact from the PURCHASE ORDERS certain proprietary and/or commercially sensitive information, provided that the redactions do not unreasonably impair the audit.

4. Remediation

(a) If the results of the audit show that JINPAN underpaid HITRAN ROYALTY due under the terms of this Agreement, then, within fifteen (15) business days of receiving such written notice from HITRAN of the results of the

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audit, JINPAN shall pay HITRAN any ROYALTY owed plus interest at a rate that is the average of the LIBOR rate over the period starting from the day that the ROYALTY was originally due and ending on the day of the payment. If made promptly, then such payment is the exclusive remedy for any under payment of ROYALTY.

(b) If the results of the audit show that JINPAN overpaid HITRAN ROYALTY due under terms of this Agreement, then within fifteen (15) business days of receiving written notice from JINPAN of the results of the audit, HITRAN shall follow instructions in the written notice to either refund the overpaid amount to JINPAN or credit the overpaid amount to ROYALTY due for the next REPORTING PERIOD.  If made promptly, then such refund or credit is the exclusive remedy for any over payment of ROYALTY.

ARTICLE VII – PROTECTION OF INTELLECTUAL PROPERTY

1. Protection of Intellectual Property Rights

HITRAN is the rightful owner of all intellectual property rights over the LICENSED DESIGN. JINPAN shall not file any patent application or other intellectual proprietary rights covering the LICENSED DESIGN. However, any improvement (as defined herein) on the LICENSED DESIGN is excluded from this Article.

2. Protection of Trademark

JINPAN shall use HITRAN’s trademark on the LICENSED PRODUCT. JINPAN shall not use or register, either directly or indirectly, the trademark, trade name, domain name or other marks and names identical or similar to HITRAN’s trademark or trade names.

3. Improvements

Each Party shall retain title to improvements that it made on the LICENSED DESIGN. For the purposes of this AGREEMENT, an “Improvement” shall be defined as any finding, improvement, enhancement, discovery, invention, addition, modification, formulation, derivative work or other change (whether patentable or not) with respect to the LICENSED DESIGN or LICENSED PRODUCT. Each PARTY shall communicate to the other improvements made on the LICENSED DESIGN as soon as possible. Such communication is subject to the terms of a non-disclosure agreement executed by the PARTIES prior to or at the time of the communication. Each PARTY shall grant the other an exclusive license to any improvements that it made on the LICENSED

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DESIGN, without additional consideration, for the duration of this AGREEMENT and retain the right to practice the improvements. If any improvement incorporated in the LICENSED PRODUCT increases the sales price paid by the customer, then Jinpan shall pay a ROYALTY based upon such increased price. Such increased Royalty shall be paid regardless of which party initially came up with the improvement.

ARTICLE VIII – WARRANTIES

As of the EFFECTIVE DATE and for the term of this AGREEMENT:

1. HITRAN represents and warrants that it is the rightful owner of the LICENSED DESIGN and the TECHNICAL INFORMATION supplied to JINPAN, it has not granted any conflicting rights to the LICENSED DESIGN and the TECHNICAL INFORMATION and the LICENSED DESIGN and the TECHNICAL INFORMATION do not infringe upon the intellectual property or other industrial rights of any third party.

2. HITRAN represents and warrants that the LICENSED DESIGN enables JINPAN to manufacture LICENSED PRODUCT that meets all design and design related specifications required by the General Electric Company for the qualification of JINPAN as a supplier of the LICENSED PRODUCT for use in its platform for a 2.5 Mega Watt wind turbine and revisions of such platform for said wind turbine.

3. HITRAN represents and warrants that a PROPERLY MANUFACTURED LICENSED PRODUCT meets the performance specification set by General Electric Company for which the LICENSED DESIGN is developed to satisfy.  This representation and warranty excludes a failure that results from design defect which the General Electric Company failed to detect because it improperly conducted the qualification testing, and which HITRAN did not have any prior knowledge or that is not in the scope of HITRAN’s standard test capability to obtain knowledge of the design defect.

4. HITRAN warrants that the LICENSED DESIGN and TECHNICAL INFORMATION provided to JINPAN under this Agreement are sufficient to permit JINPAN to manufacture, use, assemble, import, export, offer for sale, sell, distribute, maintain, and repair the LICENSED PRODUCT by ordinary skilled persons in the art using suitable machines and tools.

ARTICLE IX – OBLIGATIONS

1. HITRANS OBLIGATIONS

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a. HITRAN shall provide JINPAN with all information, training and documentation necessary for the proper manufacture, assembly and sale of the LICENSED PRODUCT under the LICENSED DESIGN.

b. HITRAN shall make available to JINPAN the LICENSED DESIGN and TECHNICAL INFORMATION in suitable formats.

c. HITRAN shall transmit the LICENSED DESIGN and TECHNICAL INFORMATION in written form or machine readable from to JINPAN.

d. HITRAN shall provide to the employees of JINPAN the training and technical support necessary to properly manufacture and assemble of the LICENSED PRODUCT using the LICENSED DESIGN.

2. JINPAN’S OBLIGATIONS

a. JINPAN shall make prompt delivery of each STATUS REPORT and pay any ROYALTY due according to the terms of this AGREEMENT.

b. Upon receiving notice from HITRAN, JINPAN shall take prompt action to investigate and cure the defect in delivery of any STATUS REPORT and payment of ROYALTY due.

ARTICLE X – INDEMNIFICATIONS AND REMEDIES

1. HITRAN shall indemnify and defend JINPAN at all times after the date of this AGREEMENT against any liability, loss, damage (including punitive damage), claim, settlement payment, cost and expense, interest, award, judgment, diminution in value, fine, fee, and penalty, or other charge, including LITIGATION EXPENSES, arising out of or relating to the breach of the aforementioned warranties. 

LITIGATION EXPENSES shall include, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, each and every other related fee and the cost of investigating and defending or asserting any claim for indemnification under this AGREEMENT including, without limitation, in each case, attorneys’ fees, other professionals’ fees and disbursements.

2. Significant investments in manufacturing facility, equipment, and labor by JINPAN are required for the manufacture and sale of the LICENSED PRODUCT.  In order to mitigate damages arising out of or relating to the breach of the aforementioned warranties by HITRAN

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a. Upon receiving notice from JINPAN that the LICENSED DESIGN and TECHNICAL INFORMATION are insufficient for the manufacture, assembly, and repair of the LICENSED PRODUCT by ordinary skilled persons in the art using suitable machines and tools, HITRAN shall promptly remedy the deficiency and furnish to JINPAN any required additional and/or corrected LICENSED DESIGN and TECHNICAL INFORMATION at no additional charge.

b. In the event that the General Electric Company disqualifies JINPAN as a supplier of the LICENSED PRODUCT because of deficiency in the LICENSED DESIGN, and HITRAN cannot provide JINPAN with another design that would enable JINPAN to re-qualify within thirty (30) business days of the disqualification, then -

i. this AGREEMENT terminates; and

ii. JINPAN shall have the right to submit to General Electric Company its own design for a line reactor that utilize a varnish impregnated and dipped insulation system for re-qualification. JINPAN’s right to make, use, or sell  its own design is not subject to this Agreement or any of the terms and conditions therein or any limitation that arise from the termination of this AGREEMENT.

ARTICLE XI – GENERAL PROVISIONS

1. Notices

a. Requirement of a Writing; Permitted Methods of Delivery

Each PARTY giving or making any notice, request, demand or other communication (each, a “NOTICE”) pursuant to this AGREEMENT shall give the NOTICE in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: personal delivery, registered or certified mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid) or facsimile.

b. Addressees and Addresses

Any party giving a NOTICE shall address the Notice to the appropriate person at the receiving party’s address listed below.

For HITRAN:   Mr. James S. Hindle Hitran Corporation 362 Hwy 31 Flemington, NJ 08822 T: 908-782-5525 F: 908-782-9733 E:Jimhindle@hitrancorp.com For JINPAN:   Mr. Richard H. Wolff Jinpan International (USA) Ltd. 560 Sylvan Ave. (Third Floor) Englewood Cliffs, NJ 07632 T: 201-227-0680 F: 201 -227-0685 E: rwolff@jstusa.net  

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c. Effectiveness of a Notice.

Except as provided elsewhere in this AGREEMENT, a NOTICE is effective only if the party giving the NOTICE has complied with Article XI (a) and (b) and if the receiving party has received the NOTICE.

2. Confidentiality

a. JINPAN shall not (a) disclose or give access to the LICENSED DESIGN or TECHNICAL INFORMATION that it receives from HITRAN to any other person, firm, or corporation, except to its directors, officers, employees, agents, advisors, and contractors who need to know such information and are bound to comply with the terms of this AGREEMENT or are bound by terms at least as comprehensive, or (b) use the LICENSED DESIGN or TECHNICAL INFORMATION other than for the purposes permitted under this AGREEMENT or with HITRAN’s prior written consent.  JINPAN shall use at least the same degree of care to avoid disclosure or use the LICENSED DESIGN or TECHNICAL INFORMATION as it employs with respect to its own confidential and proprietary information of like importance, but in any event, at least reasonable care. 

b. JINPAN shall have no confidentiality obligations with respect to any LICENSED DESIGN or TECHNICAL INFORMATION which:

i. is or becomes publicly known through no breach of this AGREEMENT by JINPAN;

ii. is rightfully received from a third party without similar restriction in favor of the HITRAN and without breach of this AGREEMENT;

iii. is independently developed by JINPAN or its representatives without reference to the LICENSED DESIGN or TECHNICAL INFORMATION disclosed under this AGREEMENT;

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iv. is approved for release by written authorization of HITRAN; or

v. is required to be disclosed by law, regulation, governmental, regulatory or self-regulatory body, legal process or order of any court or by regulatory demand; provided that, to the extent permitted by law, regulation or such body and reasonably practicable under the circumstances, JINPAN shall advise HITRAN of the request for disclosure and shall take all reasonable steps to attempt to preserve the confidentiality of the LICENSED DESIGN or TECHNICAL INFORMATION.

c. JINPAN shall return all LICENSED DESIGNS or TECHNICAL INFORMATION (including copies) provided by HITRAN to JINPAN when the AGREEMENT is terminated or expires.

3. Announcements

Except for disclosures required by law, neither PARTY may issue any press release or make any announcement with respect to this AGREEMENT without the prior written consent of the other PARTY. That PARTY shall not unreasonably withhold or delay its consent.

4. Amendments

The parties may amend this AGREEMENT only by a written amendment to this AGREEMENT executed by both PARTIES that identifies itself as an amendment to this AGREEMENT.

5. Waivers

a.  No Oral Waivers

The parties may waive any provision in this Agreement only by a writing executed by the PARTY or PARTIES against whom the waiver is sought to be enforced.

 b.  Effect of Failure, Delay or Course of Dealing

Unless provided for in this AGREEMENT, no failure or delay

(i) in exercising any right or remedy, or

(ii) in requiring the satisfaction of any condition,

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under this AGREEMENT, and no act, omission or course of dealing between the PARTIES, operates as a waiver or estoppel of any right, remedy or condition.

c. Each Waiver for a Specific Purpose

A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

6. Severability

If any provision of this AGREEMENT or part thereof is determined to be invalid, illegal or unenforceable, the remaining provisions of this AGREEMENT remain in full force, if the essential terms and conditions of this AGREEMENT for each party remain valid, binding, and enforceable.

7. Merger

Except for the written terms of the Supplemental Agreement between HITRAN and JINPAN International USA Ltd, an Affiliate of Hainan JINPAN (as shown in Exhibit A):

a. This Agreement constitutes the final agreement between the PARTIES and serves as the complete and exclusive expression of the PARTIES’ agreement on the matters contained in this AGREEMENT.

b. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this AGREEMENT are expressly merged into and superseded by this AGREEMENT.

c. The provisions of this AGREEMENT may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.

d. In entering into this AGREEMENT, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this AGREEMENT.

e. There is no conditions precedent to the effectiveness of this AGREEMENT, other than those expressly stated in this AGREEMENT.

8. Survival

The parties’ rights and obligations under Article VIII, Article IX, Article X, and Article XI (1), (2), (3), (8), (17), and (18) shall survive the expiration or termination of this AGREEMENT for any reason.

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9. Counterparts

The parties may execute this AGREEMENT in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the PARTIES need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this AGREEMENT in the presence of the other parties to this Agreement. This AGREEMENT is effective upon delivery of one executed counterpart from each party to the other parties. In proving this AGREEMENT, a PARTY must produce or account only for the executed counterpart of the PARTY to be charged.

10. Force Majeure Event

a. Suspension of Performance

If a FORCE MAJEURE EVENT occurs, the NONPERFORMING PARTY is excused from

i. whatever performance is prevented by the FORCE MAJEURE EVENT to the extent prevented; and

ii. satisfying whatever conditions precedent to the PERFORMING PARTY’s obligations that cannot be satisfied, to the extent they cannot be satisfied.

b. Resumption of Performance

When the NONPERFORMING PARTY is able to

i. resume performance of its obligations under this AGREEMENT, or

ii. satisfy the conditions precedent to the PERFORMING PARTY’s obligations,

it shall immediately give the PERFORMING PARTY written notice to that effect and shall resume performance under this AGREEMENT no later than two working days after the notice is delivered.

c. Exclusive Remedy

The relief offered by this Force Majeure provision is the exclusive remedy available to the NONPERFORMING PARTY with respect to a FORCE MAJEURE EVENT.

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11. Transaction Costs

Except as expressly provided in this AGREEMENT, each PARTY shall pay its own fees and expenses (including, without limitation, the fees and expenses of its agents, representatives, attorneys, and accountants) incurred in connection with the negotiation, drafting, execution, delivery, and performance of this AGREEMENT and the transactions it contemplates.

12. Assignment and Delegation

a. Limited Right of Assignment

No PARTY may assign any of its rights under this AGREEMENT, except by merger, consolidation, dissolution, operation of law, or with the prior written consent of the other Party. That Party shall not unreasonably withhold its consent.

b. Limited Right of Delegation

No Party may delegate performance under this AGREEMENT, except by merger, consolidation, dissolution, operation of law, or with the prior written consent of the other Party. That Party shall not unreasonably withhold its consent.

13. Successors and Assigns

a. The Non-assigning Party’s Performance Obligations

If there is an assignment of rights, the non-assigning party is deemed to have agreed to perform in favor of the assignee.

b. The Assignee’s Performance Obligations

i. If there is an assignment of rights, a contemporaneous delegation is deemed to have occurred, and

ii. the assignee is deemed to have assumed the assignor’s performance obligations in favor of the non-assigning party, except if in either instance there is evidence to the contrary.

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c. Assignability of Rights and Delegation of Performance

This section does not address, directly or indirectly, whether

i. rights under this Agreement are assignable; or

ii. performance under this Agreement is delegable.

Article XI (12) addresses these matters.

14. Third Party Beneficiaries

This AGREEMENT does not and is not intended to confer any rights or remedies upon any person other than the PARTIES hereto.

15. Number and Gender

Any reference in this AGREEMENT to the singular includes the plural where appropriate, and any reference in this AGREEMENT to the masculine gender includes the feminine and neutral genders where appropriate.

16. Captions

The descriptive headings of the articles, sections and subsections of this AGREEMENT are for convenience only, do not constitute a part of this AGREEMENT, and do not affect this AGREEMENT’s construction or interpretation.

17. Governing Law/Dispute Resolution/Jurisdiction

The laws of the State of New Jersey (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this AGREEMENT and the transactions it contemplates including, without limitation, its interpretation, construction, performance, and enforcement and specifically excluding from application to this AGREEMENT that law known as the United Nations Convention on the International Sale of Goods. The Parties agree to negotiate in good faith any and all disagreements or disputes arising out of this AGREEMENT. Exclusive venue for all disputes arising out of or relating to this AGREEMENT shall be the State and Federal courts in New Jersey, and each party irrevocably consents to such personal jurisdiction and waives all objections thereto.

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18. Rights and Remedies Cumulative

Unless this AGREEMENT explicitly states that a right or remedy is exclusive, any enumeration of a party’s rights and remedies set forth in this AGREEMENT is not intended to be exhaustive. The party’s exercise of any right or remedy under this AGREEMENT does not preclude the exercise of any other right or remedy. All of party’s rights and remedies are cumulative and are in addition to any other right or remedy set forth in this AGREEMENT, any other agreement between the parties, or which may now or subsequently exist at law or in equity, by statute or otherwise.

19. Bankruptcy

The PARTIES herein stipulate that all licenses granted under or pursuant to this AGREEMENT by HITRAN shall be deemed, for purposes of Section 365(n) of the U.S. Bankruptcy Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(52) of the Bankruptcy Code. The PARTIES agree that JINPAN, as a licensee of such rights under this AGREEMENT, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The PARTIES further agree that, in the event of the commencement of a bankruptcy proceeding by or against HITRAN under the Bankruptcy Code, JINPAN shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property in the most current version thereof and all documentation as of the commencement of a bankruptcy proceeding. Such materials, if not already in its possession, shall be promptly delivered to JINPAN (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by JINPAN, unless HITRAN elects to continue to perform all of its obligations under this AGREEMENT, or (ii) if not delivered under (i) above, upon the rejection of this AGREEMENT by or on behalf of HITRAN upon written request therefor by JINPAN.

HITRAN Corporation	Jinpan International (USA) Ltd.
Authorized Representative	Authorized Representative:
/s/ James S. Hindle	/s/ Yuqing Jing
James S. Hindle, President	Yuqing Jing, President
November 19, 2008	November 14, 2008
(date)	(date)

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Hainan Jinpan Electric Company, Ltd.

Jinpan Electric (China) Company, Ltd.

Wuhan Jinpan Electric Company, Ltd.

Shanghai Jinpan Electric Company, Ltd.

Authorized Representative:

/s/ Zhiyuan Li                                    

Zhiyuan Li, President

November 14, 2008                          

(date)

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SCHEDULE A

LICENSED DESIGNS

DESIGN SPECIFICATIONS		PERFORMANCE SPECIFICATIONS		ROYALTY	COMMENTS
HITRAN DESIGN #	REV. #	GE PART #	REV. #
ZP0205-80	6	151X1227CM 03C01B_OL	5	5%
ZP0206-80	8	151X1227CM 04C01B_OL	4	5%

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SCHEDULE B⁽¹⁾

TAXES AND FEES

P.R. CHINA
Tax / Fee	Rate
Value Added Tax(2)	17%
Business Tax on Royalty Fee (3)	5%
Income Tax for Payment to Foreign Entity (4)	10%
United States
N/A	N/A

(1) Both the number of applicable taxes and fees and the applicable rates are subject to change due to changes in the laws and regulations of the United States and the People’s Republic of China.

(2) Value Added Tax is levied on the purchase price. It is listed as a separate item on the customer’s invoice and excluded from Net Sales.

(3) Business Tax on Royalty Fee is levied on the Royalty payable to Hitran. It is not a charge to the customer and does not appear as a separate item on the customer’s invoice. Under P.R.C law, Jinpan has a legal obligation to withhold this tax from Royalty payments.

(4) Income Tax for Payment to Foreign Entity is levied on payments to Hitran. It is not a charge to the customer and does not appear as a separate item on the customer’s invoice. Under P.R.C law, Jinpan has a legal obligation to withhold this tax from payments to a foreign entity.

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EXHIBIT A

Supplement Agreement

THIS SUPPLEMENT AGREEMENT is made and entered into as of November 14, 2008 by and between HITRAN Corporation, a New Jersey corporation with its registered office at 362 Hwy 31, Flemington, New Jersey 08822 U.S.A. (“HITRAN”) and Jinpan International (USA) Ltd., a New York corporation with its registered office at 560 Sylvan Ave., Englewood Cliffs, NJ 07532 U.S.A (“JINPAN USA”).

WHEREAS Hitran Corporation, a New Jersey corporation with its registered office at 362 Hwy 31, Flemington, New Jersey 08822 U.S.A., and its AFFILIATE (defined in Article I Paragraph 1 of the LICENSE AGREEMENT) (collectively “HITRAN”) has entered into a license agreement (“LICENSE AGREEMENT”) on November 14, 2008 with Jinpan International (USA) Co. Ltd., a New York Corporation with its registered office at 560 Sylvan Ave. (Third Floor), Englewood Cliffs, New Jersey 07632, Hainan Jinpan Electric Co. Ltd., a sino-foreign cooperative joint venture with its registered office at 4-1 No. 100 Nanhai Ave, Haikou, Hainan Province, 570216 P.R. China, Jinpan Electric (China) Co. Ltd. , a PRC limited liability company, and Wuhan Jinpan Electric Co. Ltd., a PRC limited liability company both with registered office at No. 90 Nanhu Road, East Lake High Tech Development Zone, Wuhan, Hubei Province, 430205 P.R. China, and Shanghai Jinpan Electric Co. Ltd., a PRC limited liability company with its registered at No. 999 Huijin Road, Qingpu District, Shanghai, 201700 P.R.China and their AFFILIATES (collectively “JINPAN”)

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows.

1. Within fifteen (15) business days after the end of each calendar year during which the LICENSE AGREEMENT  is in effect or the date of the termination of the License Agreement, JINPAN USA shall pay to HITRAN in lump sum the balance of any ROYALTY (as defined in Article 1 Paragraph 12 of the LICENSE AGREEMENT) owed to HITRAN by JINPAN.

2. The ROYALTY paid is subject to taxes and fees required by the applicable laws and regulations of the United States and People’s Republic of China.  JINPAN USA shall withhold from royalties paid taxes and fees as required by law.

3. JINPAN USA’s payment of ROYALTY owed by JINPAN to HITRAN shall extinguish any HITRAN claim against JINPAN for payment of ROYALTY owed.

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4. JINPAN USA shall pay HITRAN by bank transfer in U.S. dollars (USD) to HITRAN.  Payment is considered effective when the following account is credit.

HITRAN Corporation

Name of Bank: Wachovia Bank

Account No: 2000011745624

Telex: 4990118WACH_PA

Swift: PNBPUS33

ABA: 026005092

Chipe: 0285

HITRAN Corporation	Jinpan International (USA) Ltd.
Authorized Representative	Authorized Representative:
/s/ James S. Hindle	/s/ Yuqing Jing
James S. Hindle, President	Yuqing Jing, President
November 19, 2008	November 14, 2008
(date)	(date)

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Exhibit 4

Exhibit 5

Schneider Electric

Notice of Confirmation

Schneider Electric (China) Investment Co. Ltd. (“Schneider Electric”) hereby confirms that Hainan Jinpan Electric Co. Ltd (“Hainan Jinpan Electric”) is a licensee of Schneider Electric’s Blokset low voltage switchgear equipment. Hainan Jinpan Electric’s production and assembly techniques with respect to Blokset low voltage switchgear equipment has been thoroughly audited by Schneider Electric and are compliant with Schneider Electric’s quality standards. The main components of the Blokset low voltage switchgear equipment are supplied by Schneider Electric.

Schneider Electric will provide full support to Hainan Jinpan and its customers in the area of technology and customer service, and will, together with Hainan Jinpan Electric pursuant to relevant agreements, assure product quality.

Shneider Electric hereby declares that it possesses the following trademarks within the People’s Republic of China:

Schneider Electric authorizes Hainan Jinpan Electric to use the Blokset trademark on Blokset low voltage switchgear equipment manufactured by it. Hainan Jinpan Electric’s right to use the trademark terminates upon the expiration of the license agreement between the parties or termination of the license agreement for any other reason.

The notice of confirmation is effective until December 2010.

Schneider Electric (China) Investment Co. Ltd.

Switchgear and Medium Voltage Marketing Department

April 10, 2008

Exhibit 6

Summary of Construction Contracts with Jiangsu Qi An Construction Group Ltd.

Shanghai Jinpan Electric Co. Ltd. (the “Company”), a PRC subsidiary of Jinpan International Ltd., entered into a series of agreements with Jiangsu Qi An Construction Group Ltd., a Chinese corporation, from September 6^th, 2008 to October 31^st, 2008, in connection with the construction and renovation of the Company’s Shanghai facility, located at 999 Huijin Road, Qing Pu District, Shanghai, China (the “Agreements”). The Agreements provide for -

(1) the construction and renovation of the manufacturing facility;

(2) the demolition of certain walls;

(3) the construction of an indoor and in ground water holding tank;

(4) the construction of wear resistant flooring and foundation for tracks;

(5) the coating of indoor facility with fireproofing materials; and

(6) the construction of pipes and plumbing systems.

According to the Agreements, the scheduled completion for the aforementioned projects range from October 11^th, 2008 to November 11^th, 2008. Total contract price is RMB 3,821,217.