BETWEEN

MANUFACTURING SUPPLY AGREEMENT

BETWEEN

SEAMED CORPORATION

AND

COINSTAR INC.

MAY 14, 1998

MANUFACTURING SUPPLY AGREEMENT

LIST OF EXHIBITS

Exhibit A Products

Exhibit A-1 C6005 Pricing

Exhibit B Tooling

Exhibit C Spare Parts Warranty List

Exhibit D Document Change Control
Agreement

Exhibit E Rates

SUPPLY AGREEMENT

This Supply Agreement and all attachments (collectively the "Agreement") is
made by Coinstar, Inc. ("Buyer") its principal place of business at
0000-000xx Xxxxxx X.X., Xxxxxxxx, Xxxxxxxxxx 00000, and SeaMED Corporation
("Seller") its principal place of business at 00000 X.X. 00xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000. This Agreement sets forth the terms and conditions
pursuant to which Buyer and Seller will conduct business for the life of this
Agreement.

Seller and Buyer agree as follows:

SECTION 1. DEFINITIONS

Whenever used in this Agreement, the following terms shall have the following
specified meanings:

1.1 "BUYERS' PLANT" means Buyer's plant located in Bellevue, Washington
or such other location in the United States as Buyer may specify for delivery
of any Product.

1.2 "CUSTOMER" means any customer of Buyer, any subsequent owner,
operator or user of any Product and any other Person that has or acquires an
interest in any Product.

1.3 "ORDER" means Buyer's purchase order for Products.

1.4 "DOCUMENTATION" means Specifications and/or Inspection Procedures.

1.5 "INSPECTION PROCEDURES" means detailed inspection procedures for
Product quality assurance and to assure compliance with Specifications in the
form delivered to Seller.

1.6 "LOT" means the number of Products to be delivered for acceptance
testing at the end of each week pursuant to firm delivery dates under an
Order.

1.7 "PERSON" means any individual, corporation, partnership, trust,
association or other entity.

1.8 "PURCHASED PRODUCT" means Product purchased by Buyer in accordance
with the acceptance procedures under Section 4.1.

1.9 "PRODUCT" means the Coinstar, Inc. Jefferson-1000 Self Service Coin
Machine and Xxxxx System Coin Counting Mechanism (and any spare parts or
components of the same), with the exception of the Xxxxx Retrofit Kits,
manufactured or to be manufactured by Seller, as more particularly described
in the Specifications. Buyer and Seller may mutually agree to amend Exhibit A
to include other electronic assemblies as specified in the future.

1.10 "SPECIFICATIONS" means the specifications for each Product in the
form delivered to Seller, as may be changed from time to time pursuant to
paragraph 2.1.

1.11 "TERM" means the period commencing with the date of this Agreement
and ending on the third anniversary date of this Agreement. Thereafter, the
Agreement shall continue automatically for subsequent one (1) year terms.
Either party can terminate this Agreement by giving written notice to
the other more than thirty (30) days prior to the end of any one (1) year term
upon completion of the initial three (3) year term.

1.12 "TOOLING" means Buyer purchased tooling set forth in Exhibit B, as
the same may be amended from time to time.

1.13 "WARRANTY PERIOD" means, with respect to each Purchased Product
listed in Exhibit A, the period ending upon the expiration of eighteen (18)
months after the date of shipment and invoice of such Product from Seller's
Plant.

1.14 "SPARE PARTS WARRANTY PERIOD" means the period ending upon the
expiration of ninety (90) days after the date of installation of such Spare
Part (but not to exceed six (6) months from the date of delivery of such
spare part to Buyer). However, with respect to the Spare Parts listed in
Exhibit C, Seller shall pass on the benefits of any extended warranty to
Buyer. Upon Buyer's request and under normal circumstances, Seller will use
best efforts to ship a reasonable quantity of the Spare Parts listed in
Exhibit C to Buyer within 30 days.

SECTION 2. PRODUCT CHANGES; TOOLING

2.1 CHANGES TO DOCUMENTATION. Seller shall revise the Documentation only
in accordance with the Document Change Control Agreement set forth in Exhibit
D. Buyer shall be the owner of all Documentation and all associated patent,
copyright, trade secret and other proprietary rights with the exception of
Seller's proprietary manufacturing processes and Seller's proprietary STEMS
software.

2.2 TOOLING. Seller shall hold the Tooling for use in the manufacture,
assembly and testing of Products. Buyer shall bear the cost of manufacturing,
preventative maintenance and normal wear repairing of all Tooling. Buyer
shall be the owner of all Tooling (and Seller shall place a permanent marking
on all Tooling showing Buyer's ownership and shall execute and deliver any
and all documents as Buyer may reasonably request to vest, evidence or give
public notice of Buyer's ownership). Seller shall deliver any and all
Tooling to Buyer promptly on written request and in any event at the end of
the Term in good operating condition and state of repair, ordinary wear and
tear excepted, together with any and all related specifications, drawings,
manuals, documentation and records (e.g., pertaining to the operation,
maintenance and repair of the Tooling).

2.3 BUYER SUPPLIED COMPONENTS. Any parts inventory of Buyer supplied
components shall remain the sole and exclusive property of Buyer.

SECTION 3. PURCHASE AND SALE OF PRODUCTS

3.1 PURCHASE AGREEMENT. This Agreement is a supply agreement whereby the
Buyer agrees to purchase Product for the term shown from the Seller. At a
minimum, Buyer agrees to purchase all of its requirements for Product in the
United States up to and including 1800 units per year during the initial
three (3) year term of this Agreement. Buyer may choose to build Product
itself or through a third party so long as the yearly commitment to Seller of
1800 units is not affected. Should the annual volume of units ordered by
Buyer be greater than or less than 1800 units per year, Seller will
re-calculate the unit price accordingly based on the pricing methodology in
Exhibit A-1 and Exhibit F. Any volume price adjustments will be implemented
as go forward pricing not retroactively. Buyer will provide Seller with an
opportunity to bid on any Products for sale outside of the United States
provided no exclusion of U.S. suppliers exists. Notwithstanding Seller's
right to bid on any Products for sale outside of the United States, Buyer
shall have the right to select any seller at its sole discretion.

3.2 EXCLUSION OF XXXXX RETROFIT KITS. Buyer and Seller agree to exclude
the Product known as "Xxxxx Retrofit Kits" from this Agreement. Buyer and
Seller agree to review Xxxxx System Retrofit Kit pricing within two (2)
months of executing this Agreement. Buyer and Seller will work together to
reduce the cost of the retrofit kits and upon mutual acceptance of terms will
amend this Agreement to add the Xxxxx Retrofit Kits to the Product definition.

3.3 PRODUCTION PRODUCTS. Seller shall manufacture, sell and deliver to
Buyer such Products as Buyer may order from Seller during the Term.

3.4 RIGHT TO BID ON NEW PRODUCT. Seller shall have the right to bid on
the manufacture of any new Product that Buyer may decide to introduce during
the term of this Agreement. For the purposes of this Agreement, new Product
is defined as a Product which differs from the specifications in Exhibit A
by more than 50% of component content, provided that such component content
changes are not resultant from on-going cost reduction efforts or added
product features to the Products listed in Exhibit A. Notwithstanding
Seller's right to bid on new Product, Buyer shall have the right to select
any seller at its sole discretion.

3.5 SEGREGATION OF ENGINEERS AND EARLY NOTIFICATION OF COMPETING
PRODUCTS. During the term of this agreement, Seller agrees that the
employee's of Seller that are engaged or have been engaged in the design and
development of Buyer's product will not be used to develop or manufacture
competing products. Seller further agrees to use it's best efforts to inform
Buyer of the manufacture of competing products prior to any public
announcement. If such disclosure is made, Buyer agrees to treat such
information in confidence.

3.6 ORDERS; DELIVERY SCHEDULE. Each of Buyer's Orders for Products shall
be submitted to Seller substantially in the form of a purchase order or such
other form as may be utilized by Buyer for ordering Products under this
Agreement. Each Order shall contain a description of the Products ordered,
specify the shipping destination (if any at that time), specify the quantity
of Products ordered and specify the dates on which each ordered Product is to
be made available to Buyer for acceptance testing with respect to the first
three month period covered by the Order schedule, along with a forecast of
when additional Product will be acceptance tested for the remaining quarters
covered by the Order. No less than ninety (90) days prior to such forecasted
quarter, Buyer will supply Seller with a definitive schedule for Product
acceptance testing timing and quantities for such quarter. The definitive
quantity may vary from the forecasted quantity by plus or minus thirty
percent (30%). Time is of the essence in this Agreement. If one or more Lots
is not made available for delivery and acceptance testing in accordance with
the definitive schedule provided by Buyer ("Short Lots(s)"), and the
reason(s) for such delay are within the reasonable control of Seller, and
Seller fails to ensure that, within eight (8) weeks from the date of the
first Short Lot, the cumulative number of Products in Lots actually made
available for acceptance testing and delivery is again equal to the number
required through that date under the definitive schedule, Seller shall be in
material breach of this Agreement and Buyer may terminate this Agreement and
all or part of any outstanding Orders at any time thereafter. Upon such
termination, Buyer shall pay Seller an amount equal to Seller's Burdened
Costs (as defined in Section 3.9.2 below) for raw materials which are
purchased by Seller (or which Seller has then placed non-cancelable purchase
orders) specifically for the manufacture of such Products and which are
returned to Seller's suppliers where possible, sold or otherwise disposed of
as directed by Buyer.

3.7 PURCHASED PRICE. As full compensation for the Products and the
performance of Seller's obligations under this Agreement, Buyer shall pay
Seller the price for each Product as established in each order. Buyer
requested changes to (a) the Documentation or (b) to ordering components for
subassemblies resulting in a quantity less than the total purchase quantity
for such Products under such Order, may cause an increase or decrease in
underlying material costs, and therefore in the price of Products. All
increases or decreases in material cost due to such changes will be passed on
to Buyer as direct material cost increases or savings (as the case may be).
Seller will provide Buyer detailed baseline cost and actual costs for any
such changes to support any price adjustments made hereunder. The parties
will work together to ensure that the mechanics and documentation of
implementing price changes occur in an efficient manner for both Buyer and
Seller. Burden rates as stated in Exhibit E will be fixed for the initial
three (3) year term of this Agreement. Buyer and Seller agree to meet every
three (3) months during the term of the Agreement to discuss the methodology
(i.e., tooling, NRE, economic order buys, etc.) towards price reduction and
reduction of actual costs to manufacture Products. Seller and Buyer agree to
work together to continue to reduce the manufacturing cost of the Products
where possible.

3.8 PAYMENT. Seller shall issue its invoice for the price of a Product
upon Buyer's approval of the Product pursuant to paragraph 4.1. Buyer shall
pay Seller the amount due under each of Seller's invoices within thirty (30)
days after Buyer's receipt of the invoice. Seller shall promptly furnish
Buyer with such documentation and information as Buyer may reasonably request
to verify the amount due under any of Seller's invoices. Payments otherwise
due or payable under this Agreement may be withheld by Buyer on account of
any Product that does not comply with the warranty set forth in paragraph 7.1
or the failure of Seller to comply with any of its other obligations under
this Agreement. Applicable taxes will appear as additional amounts owing on
invoices.

3.9 CANCELLATION OF ORDERS.

3.9.1. Buyer may not cancel any Order as it applies to Products
scheduled for delivery within ninety (90) days after Buyer
gives Seller such notice of the cancellation.

3.9.2 Buyer may cancel any Order as it applies to Products
scheduled for delivery more than ninety (90) days after
Buyer gives Seller such notice of the cancellation; provided
that, with respect to canceled Products scheduled for delivery
more than ninety (90) days but less than three hundred sixty
five (365) days after

Buyer gives Seller notice of the cancellation, Buyer shall
agree to pay Seller an amount equal to Seller's Burdened
Costs (as defined below) for raw materials which are
purchased by Seller (or for which Seller has then placed
non-cancelable purchase orders) specifically for the
manufacture of such Products and which are returned to
Seller's suppliers where possible, sold or otherwise disposed
of as directed by Buyer. Seller's "Burdened Costs" shall
equal the difference between the amount paid by Seller for
such materials plus a handling charge of ten percent (10%)
plus any xxxx back by Seller's suppliers for taking less than
amounts ordered with respect to Product Orders and the amount
of any refund, credit, allowance or compensation received
by or on behalf of Seller for such return, sale or other
disposition. Seller shall furnish Buyer such receipts,
documents and other information as Buyer may reasonably
request to verify Seller's net Burdened Costs under this
Agreement.

3.9.3 No cancellation shall relieve Buyer or Seller or any of their
respective obligations under this Agreement as to any
Products not canceled. If Buyer purports to cancel all or any
part of any Order for Seller's breach or default and it is
determined that Seller was not in breach or default that
would permit such cancellation, then such cancellation shall
be deemed to have been a cancellation pursuant to this
paragraph and the rights and obligations of the parties shall
be determined accordingly.

3.10 SPARE PARTS. Seller will produce and sell and provide Buyer with
spare parts for the Products, which are configured and tested to the current
Product Specifications pursuant to Orders for such spare parts. During the
first term year of this Agreement, Buyer shall provide Seller with a 1 year
forecast of spare parts requirements and shall provide firm orders for spare
parts quarterly. Seller shall invoice Buyer for Seller's actual spare part
direct material and assembly labor cost plus 10 percent (10%). For the
subsequent term years of the Agreement, Seller shall invoice Buyer for
Seller's actual spare part direct material and assembly labor cost plus 10
percent (10%) when spare parts are ordered with annual Product Orders. For
spare parts orders not made in connection with annual Product Orders, Seller
shall invoice Buyer for Seller's actual spare part direct material and
assembly labor cost plus seventeen percent (17%). On Orders for spares that
provide for future delivery to Buyer, Seller will reasonably accommodate
Buyer's requests, as necessary, to delay delivery or utilize some portion of
such spare parts in future Product manufacturing.

SECTION 4. ACCEPTANCE, DELIVERY AND SHIPMENT

4.1 ACCEPTANCE. Delivery of Products to Buyer shall be deemed to have
occurred upon acceptance of each lot of Products under any Order in
accordance with the following acceptance procedure. Seller shall notify Buyer
when a particular Product Lot is ready for acceptance testing. Buyer will
promptly inspect all or a portion of such Product Lot at Seller's Plant.
Buyer may conduct a statistical sampling of each such Lots of Products. If
five percent (5%) or more of the lot fails to comply with the warranties set
forth in paragraph 7.1, then Seller shall repair the non-conforming Products
at Seller's plant using Seller's labor, tools, and materials, all at Seller's
expense. However, if Seller will not be able to make, or does not make, such
required repairs within a reasonable time, Buyer may, at its option, repair
the non-complying Products and charge Seller the reasonable cost of the
repair. Even if a Product Lot is accepted, Seller shall remain responsible to
correct non-conformities in any Product in such Lot under paragraph 7.2.

4.2 STORAGE OF COMPLETED PRODUCTS. Accepted product lots shall be stored
in clean and safe condition by Seller at Seller's Plant or any other mutually
acceptable location until Buyer requests shipment of individual Products to
Buyer's Plant. Seller shall retain all risk of loss with respect to such
stored Products until shipment. Once accepted pursuant to Section 4.1, Buyer
shall retain all right, title and interest in and to such Products. Seller
shall execute any and all documents reasonably required in order to protect
Buyer's ownership interest in all accepted and delivered Products. Seller
shall maintain general liability and any other insurance reasonably required
to insure against loss or damage of any nature to the Products and Tooling in
amounts equal to the full insurable value thereof. At Buyer's request, Seller
shall provide a certificate evidencing the above required insurance coverage.

4.3 SHIPMENT. Upon Buyer's request, Seller shall properly xxxx and
otherwise identify each accepted Product for shipment to Buyer's Plant. Buyer
shall arrange and pay for all transportation, handling, transit insurance,
duties, governmental inspections and other requirements for delivery of the
Products in accordance with this Agreement. Shipments shall be F.O.B.
Seller's Plant.

4.4 PACKAGING. Seller shall properly package the Purchased Product
according to Buyer's instructions for protection against damage or
deterioration that may result from shipment, handling, storage or other cause.

4.5 SCHEDULE. Seller shall make the Products available for Buyer's
acceptance testing in accordance with the schedule set forth in the
applicable Order, as revised and updated as described in Section 3.6.
However, Seller shall not be liable for delays in delivery due to causes
which are not reasonably foreseeable, which are beyond Seller's control and
which cannot be overcome by the exercise of reasonable diligence; provided
that Seller gives Buyer prompt written notice of the circumstances giving
rise to the delay, the anticipated duration of the delay and the action being
taken by Seller of overcome or mitigate the delay. The specified delivery date
shall be extended by the period of any such delay and the shipment schedule
shall be recovered in accordance with section 3.6. unless otherwise agreed to
by the parties. Shipment delays requested by the Buyer or due to Buyer
supplied materials, design changes, software or other factors under the
primary control of the Buyer may result in an inventory deposit from the
Buyer to the Seller.

4.6. EXCESS AND OBSOLETE MATERIAL. During the performance of this
Agreement, Seller will purchase materials to support the requirements of the
Buyers program. Certain materials which Seller will acquire will be subject
to minimum-buy requirements and quantity price breaks which may result in
excess material accumulation which will be the responsibility of the Buyer.
Additionally, design changes may cause materials to become obsolete. Obsolete
materials due to a design change will be returned to suppliers when possible.
Non-returnable inventory will be charged to the buyer. During the performance
of this Supply Agreement, Seller will provide the Buyer with periodic updates
of the status and amount of excess or obsolete material. Seller will use its
best efforts to minimize the impact of excess material and/or obsolete
materials on Buyer's program. Seller will return materials to suppliers for
credit, less restocking fees, when appropriate. However, final costs
associated with the accumulation of excess and obsolete materials are
chargeable and payable by the Buyer. Any excess or obsolete inventories will
be charged to the Buyer at Seller's cost plus material burden, but without
profit. Disposition of excess or obsolete materials will be coordinated with
the Buyer to minimize the impact of cost to the Buyer where possible.

SECTION 5. INSPECTION

5.1 SELLER'S PLANT. Seller's Plant and all Tooling shall be subject to
inspection by Buyer at any time during normal business hours upon twenty-four
(24) hours prior notice. Seller shall provide Buyer with safe and sufficient
access for such inspection.

5.2 BY SELLER. Seller shall perform such detailed inspections and tests
of each Purchased Product as are necessary to ensure that such Product
complies with the requirements of this Agreement. Without limiting the
generality of the foregoing, Seller shall:

(a) comply with the Inspection Procedures applicable to each
Purchased Product;

(b) inspect and test all materials and components to be incorporated
in any Purchased Product on receipt in order to assure material
and component quality; and

(c) keep and maintain complete and adequate records of all
inspections and test performed on Purchased Products, and make
such records available to Buyer for examination, copying and
audit.

5.3 BY BUYER. All Products shall at all times be subject to inspection
and testing by Buyer upon 24 hours prior notice to Seller. Seller shall
provide Buyer with safe and sufficient access, equipment and facilities for
any such inspection or test prior to delivery. No acceptance of any Products
shall be construed to result from any inspection, test or delay or failure to
inspect or test by Buyer prior to final inspection and test of such Products
by Buyer. Buyer shall be afforded a reasonable opportunity to inspect each
Product for damage at its specified destination. No inspection, test, delay
or failure to inspect or test, or failure to discover any defect or
noncompliance by Buyer shall relieve Seller of any of its obligations under
this Agreement or impair Buyer's right to reject defective or non-complying
Products or any other right or remedy afforded to Buyer.

SECTION 6. COMPLIANCE WITH LAWS AND STANDARDS

6.1 GENERAL. Seller shall comply (and shall ensure that all Products and
Seller's subcontractors and suppliers of every tier comply) with all
applicable laws, ordinances, rules, regulations, orders, licenses, permits
and other requirements, now or hereafter in effect, of any governmental
authority. Seller shall furnish such documents as may be required to effect
or evidence such compliance. All laws, ordinances, rules, regulations and
order required to be incorporated in agreements of this character are
incorporated in this Agreement by reference.

6.2 INDUSTRY STANDARDS. Seller shall produce all Products in accordance
with, and shall ensure that each Product complies with, the following
requirements as now or hereafter in effect:

(a) Federal Communications Commission ("FCC") Class "A" Standard
agency approvals and;

(b) Underwriters Laboratory ("UL") Standard 751 agency approvals.

Seller shall provide buyer with such specifications, testimony and other
assistance as Buyer may reasonably request in connection with the listing,
approval, registration or satisfaction of similar requirements of any trade
association or other organization, as the same may apply to the Product.

SECTION 7. WARRANTY

7.1 WARRANTY. Seller warrants to Buyer that:

(a) each Product shall be free from defects in material and
workmanship;

(b) each Product shall be free from all defects in design, except
to the extent manufactured to a detailed design furnished by
Buyer;

(c) all materials, parts components and other items incorporated in
any Product shall be new and suitable for its intended purposes;

(d) all Products shall strictly comply with the Documentation; and

(e) each Product shall comply with the requirements of this
Agreement and the Order pursuant to which it is purchased by
Buyer.

7.2 CORRECTION OF NONCOMPLIANCE If at any time during the Warranty
Period Buyer notifies Seller of any failure to comply with the warranty set
forth in paragraph 7.1, Seller shall promptly correct such noncompliance
(e.g., repair or replacement of the noncomplying Product) and remedy any
damage to the Product resulting from such failure. Buyer will pay the costs
of transportation to Seller's Plant for warranty service. Seller will pay all
other transportation and other costs incidental to such correction and
remedying. If Buyer rejects any Products that do not comply with the warranty
set forth in paragraph 7.1, Seller shall have a reasonable time to correct
the noncompliance. If Seller fails to correct the noncompliance within a
reasonable time, Buyer may cancel the Order as it applies to the noncomplying
Products only without any cost, obligation or liability to Buyer with respect
to such noncomplying Products and without prejudice to any other rights or
remedies of Buyer with respect to such noncompliance (e.g., as to damages or
cover).

7.3 SELLER'S FAILURE TO CORRECT NONCOMPLIANCE. If during the Warranty
Period Buyer requests Seller to correct any Product that does not comply with
the warranty set forth in paragraph 7.1 and Seller thereafter fails to
correct the noncompliance or otherwise comply with the requirements of
paragraph 7.2, or indicates its inability or unwillingness to comply, then
Buyer may perform (or cause performance of) the correction or otherwise
achieve compliance by the most expeditious means available to it (by contract
or otherwise) and charge to or otherwise recover (for example, by offset
against the compensation otherwise payable to Seller under this Agreement)
from Seller all reasonable costs thereof that are associated with the direct
repair of the Product. Buyer's right to perform corrections, achieve
compliance and recover the costs thereof from Seller shall not be interpreted
or

construed as obligating Buyer to make any correction or otherwise achieve
compliance. Further, Seller's obligations (including warranty) shall not be
limited or reduced in any way because of any corrections performed or caused
to be performed by Buyer or Buyer's rights to perform the same. However,
Seller will have no obligation for damage to a Product where such damage is
caused by the efforts of Buyer or Buyer's representative in correcting the
noncompliance.

7.4 RESPONSE TIME. Seller shall use its best efforts to perform such
warranty service by a qualified service technician within (10) business days
from the time that Seller receives the defective Product part, assuming
material availability. If the claim is not within Seller's warranty
obligations under this paragraph 7, Seller shall immediately notify Buyer
and, at Buyer's option, shall either return such Product part to Buyer or
shall perform the required service under paragraph 7.5 as directed by Buyer.

7.5 SERVICE NOT COVERED BY WARRANTY. In the event that any Product
requires repair or other service that is not covered by Seller's warranty
obligations under this paragraph 7 (e.g., after expiration of the Warranty
Period), Seller shall provide such service at a rate as may be agreed upon by
the parties. Seller shall use its best efforts to complete such repairs
within four (4) business days in the case of a priority repair and within ten
(10) business days in the case of a normal repair.

7.6 SPARE PARTS. Seller warrants that spare parts shall be free from
defects in material and workmanship. If at any time during the Spare Parts
Warranty Period any spare part provided pursuant to this Section does not
conform with the above, the Buyer or, at the Buyer's option, the Buyer's
designee shall return such spare part to the Seller. The Seller shall, within
seven (7) days following receipt of the part, promptly repair or replace such
spare part (dependent on material availability) without charge and refund to
the Buyer or the Buyer's designee freight paid by the Buyer or the Buyer's
designee for the original and return shipment. Such freight cost shall not
exceed the then current surface rate, freight charge charged by United Parcel
Service ("UPS") or, if such UPS freight charge is not readily available, the
rate charged by a shipping company similar to UPS.

7.7 SPARE PARTS WARRANTY. The Buyer and Seller will jointly create and
periodically review a list of spare components (not to exceed 15 parts) which
require extended (one (1) year) warranty per 1.14. Should the Seller's
suppliers provide an extended warranty to the Seller at no cost that same
warranty will be passed on to the Buyer at no cost. Should the Seller's
supplier not provide such warranty, the Buyer and Seller will negotiate in
good faith on the additional cost associated with supplying an extended
warranty.

7.8 ONGOING ENGINEERING SERVICE. Seller shall provide such technical
support services to Buyer as the parties may agree upon during the Term and
thereafter until the expiration of the Warranty Period for all Products
delivered under this Agreement. Such services may include, without
limitation, engineering consulting services to modify, correct or enhance any
Product to perform according to its specifications or to its intended
function. Seller's engineering hourly rates for the Term are set forth on
Exhibit E.

SECTION 8. ADDITIONAL OBLIGATIONS OF SELLER

8.1 PROPRIETARY NATURE OF PRODUCTS. The Documentation, Tooling and
Products involve valuable patent, copyright, trade secret and other
proprietary rights of Buyer. Accordingly, Seller shall not, without Buyer's
prior written consent;

(a) sell any Product to any person other than the Buyer;

(b) manufacture any product except for sale to Buyer under this
Agreement;

(c) deliver or disclose any Documentation, Tooling, or any
confidential or proprietary information of or relating to Buyer
(e.g., whether of a technical, financial, business, trade secret
or other nature) to any Person other than Buyer; or

(d) use any Documentation or Tooling for any purpose other than the
manufacture of Products for sale to Buyer under this Agreement.

Seller and Buyer shall each maintain as confidential any specifications,
drawings, blueprints, data, business information, trade secrets,
manufacturing processes, or other confidential information which Seller or
Buyer learns or acquires by virtue of this Agreement.

8.2 COMPONENT SPECIFICATIONS. Seller shall provide upon request from
Buyer a complete list of all parts and components used in the Product and the
manufacturers of such parts and components, specifically noting which parts
or components are available only from the manufacturer listed. Seller shall
ensure that all Products and pertinent parts and components of all Products
are serialized and otherwise identified in accordance with any reasonable
requirements by Buyer.

8.3 PRODUCT DEFECT NOTIFICATION. Seller shall immediately notify Buyer
by fax or telephone of any material or recurring defect, deficiency or
nonconformity discovered with respect to the Product.

8.4 MODIFICATION. Seller shall not modify or authorize any modification
affecting form, fit or function of any Product, or which would be significant
with respect to requirements of any governmental authority, without the prior
written consent of Buyer. Seller shall promptly disclose in writing to Buyer
all potential modifications (includin, but not necessarily limited to,
alterations, improvements and enhancements), methods, applications,
inventions, ideas and know-how relating to the Product made by Seller during
the Term.

8.5 IMPROVEMENTS. Seller hereby acknowledges that improvements to the
Product funded by the Buyer, which are unique to Buyer's program, shall be
the sole property of Buyer, and Seller shall provide Buyer, at Buyer's
request and at a reasonable charge, reasonable assistance in securing patents
for such improvements. Seller agrees to promptly disclose improvements to
Buyer and to execute documents reasonably requested by Buyer to evidence
Buyer's ownership of such improvements. Manufacturing process improvements
developed by the Seller shall be the property of the Seller.

SECTION 9. NOTICES

9.1 NOTICES. Any notice, request, authorization, direction or other
communications under this Agreement shall be given in writing and be
delivered in person or by first-class U.S. mail, properly addressed and
stamped with the required postage, to the intended recipient as follows:

If to Seller: If to Buyer:
Xxxxxx X. Xxxx Xxxxx Xxxx
Contracts Manager Director of Manufacturing and Quality
SeaMED Corporation Coinstar, Inc.
00000 XX 00xx Xxxxxx 0000-000xx Xxxxxx XX
Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000

with copies to: with copies to:
Vice President, Operations Vice President, Program Management
and Development

Either party may change its address specified above by giving the other party
notice of such change in accordance with this paragraph.

9.2 INDEPENDENT CONTRACTOR. Seller is an independent contractor, not an
agent or representative of Buyer. Seller shall not have any right, power or
authority to enter into any agreement for or on behalf of, or incur any
obligation or liability of or to otherwise bind Buyer. This Agreement shall
not be interpreted or construed to create an association, joint venture or
partnership between the parties or to impose any partnership obligation or
liability upon either party.

9.3 NONWAIVER. The failure of either party to insist upon or enforce
strict performance by the other party of any provision of this Agreement or
to exercise any right under this Agreement shall not be construed as a waiver
or relinquishment to any extent of such party's right to assert or rely upon
any such provision or right in that or any other instance; rather, the same
shall be and remain in full force and effect.

9.4 SURVIVAL. Paragraphs 6, 7 and 8.1 (and all provisions of this
Agreement which may reasonably be interpreted or construed as surviving the
completion, expiration, termination or cancellation of this Agreement) shall
survive the completion, expiration, termination or cancellation of this
Agreement.

9.5 ENTIRE AGREEMENT. This Agreement and all outstanding purchase orders
from Buyer to Seller for Product set forth the entire agreement, and
supersede any and all prior agreements, of the parties with respect to the
Products. No additional or different provisions proposed by Buyer or Seller
shall apply and are herby rejected, unless provisions are specifically agreed
to in writing by both parties. If any term of this Agreement conflicts with
any term of an issued Purchase Order, this Agreement shall take precedence.
Any terms or conditions in the Purchase Order not covered under this
Agreement must be specified on the front of purchase orders and must be
mutually and explicitly agreed to by both the Buyer and Seller.

9.6 AMENDMENT. No change, amendment or modification of any provision of
this Agreement shall be valid unless set forth in a written instrument signed
by the party to be bound thereby.

9.7 SUCCESSORS AND ASSIGNS. Neither party shall assign (voluntarily, by
operation of law or otherwise) this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of the other
party; provided, however, that either party may assign this Agreement or any
of its rights, interests or benefits in this Agreement without such consent
to any entity which is wholly owned or controlled by, which owns or controls
or which is under common control with the assigning party. No assignment with
or without such consent shall relieve or release either party of any of its
obligations under this Agreement. Subject to the foregoing restriction on
assignments, this Agreement shall be fully binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors, assigns
and legal representatives.

9.8 APPLICABLE LAW. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of Washington, except to
the extent such laws may be preempted by the laws of the United States of
America. Seller shall not commence or prosecute any suit, proceeding or claim
to enforce the provisions of this Agreement, to recover damages for breach of
or default under this Agreement, or otherwise arising under or by reason of
this Agreement, other than in the courts of the State of Washington or the
District Court of the United States, Western Division, State of Washington.
Seller irrevocably consents to the jurisdiction of the courts of the State of
Washington with venue laid in King County and of the District Court of the
United States, Western Division, State of Washington.

9.9 FORCE MAJEURE. Neither party shall be liable for any failure to
perform or delay in performing any of its obligations hereunder when such
failure or delay is due to one or more of the following circumstances: any
natural catatrosphe, fire, war, riot or civil unrest, or any act, regulation,
restriction, order or intervention of any governmental authority. Upon the
occurrence of such circumstance(s), the affected party shall immediately
notify the other party, keep the other party informed of any further
developments and use all commercially reasonable efforts to overcome the
force majeure event. Immediately after such condition is removed, the
affected party shall perform such obligation with all due speed.

IN WITNESS WHEREOF, the authorized representatives of the parties have
executed this Agreement under seal as of the date(s) set forth below.

SEAMED CORPORATION
SELLER BUYER

/s/ Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxx
------------------------------- ---------------------------
(Signature) (Signature)

Xxxxxx Xxxx Xxxxxx X. Xxxxxxx
------------------------------- ---------------------------
(Printed Name) (Printed Name)

President and
Sr. V.P., Operations Chief Operating Officer
------------------------------- ---------------------------
(Title) (Title)

May 14, 1998 May 15, 1998
------------------------------- ---------------------------
(Date) (Date)

EXHIBIT A

PRODUCTS, PRICING & LEAD TIME

Products Pricing
-------- -------

Jefferson-1000 Self Service Coin Exhibit A-1
Machine including the Xxxxx
System Coin Counting Mechanism

(Project Clatskanie including
Project Cascade)

EXHIBIT A-1

SEAMED CORPORATION
COINSTAR
UNIT PRICING FOR THE COINSTAR C6005
(assumes annual volume of 2000/year and a 3 year agreement)

Initial Estimated Price after 6 months Estimated Price after 1 Year
Production Price w/Tooling and Labor Efficiency w/Tooling and Labor Efficiency
---------------- ------------------------------ ------------------------------

Manufacturing Material $ 6,255 $ 6,032 $ 6,032

Outplant Costs 171 171 171

Assembly Labor 19.00 266 18.00 252 17.00 238
------- -------- -------
Direct cost 6,692 6,455 6,441
------- -------- -------
------- -------- -------

Service Fee 2,872 2,776 2,742
------- -------- -------

UNIT PRICE BEFORE SALES TAX 9,564 9,231 9,183
------- -------- -------
------- -------- -------

Sales Tax @8.6% 823 794 790
------- -------- -------

UNIT PRICE INCLUDING SALES TAX $10,387 $10,025 $ 9,973
------- -------- -------
------- -------- -------

*Includes savings from Long-term agreements, learning curve, and design
refinements

**Includes above savings, reduced material costs from tooling and reduced
direct labor

***Includes above savings and reduced direct labor

Page 1 of 1

EXHIBIT B

TOOLING

Number Part Location
-------- ---- --------

2 I/O Board Tester SeaMED - Redmond, WA
1 PC (used for disk replication) SeaMED - Redmond, WA
1 RIM Tool Left Door Design Octaves - Santa Cruz, CA
1 RIM Tool Right Door Design Octaves - Santa Cruz, CA
1 RIM Tool Monitor Bezel Design Octaves - Santa Cruz, CA
1 RIM Tool ISP Module (Jan 97) Design Octaves - Santa Cruz, CA
1 Frame Set Fixture (3 pieces) 3D - Bothell, WA
1 Keypad Tool CRT - Bothell, WA
1 Keypad Tool (Jan 97) Design Xxxx - MA
1 Pressure Form Tool Left Pyramid Accel Plastics - Auburn, WA
1 Injection Mold Coin Chute Accel Plastics - Auburn, WA
Multiple Silk Screens Applied Finishing - Mukilteo, WA
200 Frame Set Shipping Pallets 3D/SeaMED
1 Extrusion Die Technical Dynamics Aluminum -
Portland, OR
1 Injection Mold P/N 60761 & 60917 Vaupell Industrial Plastics - Seattle, WA
1 Injection Mold P/N 60755 Vaupell Industrial Plastics - Seattle, WA
1 Injection Mold P/N 60915 Vaupell Industrial Plastics - Seattle, WA
1 Injection Mold P/N 60754 Vaupell Industrial Plastics - Seattle, WA
1 Injection Mold P/N 60756 Vaupell Industrial Plastics - Seattle, WA

EXHIBIT C

EXTENDED WARRANTY SPARE PARTS LIST

Part Number/Vendor Description Warranty*
------------------ ------------ ---------

61104/Celestica SDRAM 32 MB 168 PIN DIMM Lifetime
61100/DFI Motherboard Assembled 233 MHZ 3 years
61040/US Robotics Modem International 5 years
60957/Cardex Video Card 3D VGA 2MB EDQ DRA 1 year
00000/Xxxxxxx Xxxx Xxxxx 1.7 Gig Enhanced 3 years
60843/Micron RAM 16MB 72 PIN SIMM Lifetime
60839/BTC Sound Card 16 BIT Stereo ISA 1 year

When SEAMED's PC Board Assembly supplier becomes a "turn key" supplier, SeaMED
will add applicable PC Board assemblies to this Exhibit C. The warranty on
these PC Board assemblies is expected to be 1 year.

*The Extended Warranty offered is supplier dependent. A change of supplier
may result in a decreased or incresed warranty. SeaMED will review and update
this list periodically.

EXHIBIT D

DOCUMENT CHANGE CONTROL AGREEMENT
between SeaMED Corporation and Coinstar
for Project Cascade and Project Clatskanie
February 12, 1998

1. Purpose and scope of this agreement.

1.1. The objective of this agreement is to define the document
change control process for documents involved in SeaMED's
manufacture of devices for Coinstar.

1.2. It is a goal of this agreement that there be only one
document and one point of change control for each item and/or
document.

1.3. Since SeaMED is the manufacturer and purchaser of the
device's component parts (but is not the originator of a
large portion of the documentation of components used in the
previous Coinstar product now referred to as Project Celilo),
engineering change control for all related documentation will
reside at SeaMED. To ensure uniform document content,
Coinstar should release only the SeaMED-supplied version of
any document, in those cases where both companies release a
document. Changes should be made by the terms of this
agreement.

1.4. Engineering change control for the unique mechanical design
and manufacturing/test documentation of Project Clatskanie will
reside at SeaMED.

1.5. Coinstar retains ownership of all previous documentation as
well as all Coinstar-related SeaMED generated documentation.

1.6. To ensure uniform drawing content, Coinstar will provide only
released documentation to SeaMED.

1.7. SeaMED will administer change control in accordance with
SeaMED Document Change Procedure (Document # 900319) and
Manufacturing Adjustments Procedure (Document # 1000915),
including determination of change classes as described below.

1.8. Coinstar will control and administer change in accordance
with their standard practices, (Lotus Notes, for example)
including determination of change classes, effectivity, etc.

1.9. This agreement affects all documents at Production-level
release in the Device Master Record Index of products that
SeaMED manufactures for Coinstar.

2. Document Change Procedure. This procedure first defines the classes of
changes; then describes the mechanics of the change process based on
those classifications per SeaMED's Internal Quality Assurance
requirements.

2.1. Document classifications; Documents may be described as
either generic or product-specific. The generic category
includes Source and Specification Control Drawings (SCD) used
for buying and inspecting commercially available "off-the-shelf"
parts. Product-specific documents include all documents that are
unique to the design of the product.

2.2. Document Change Classifications. (SeaMED originated drawings,
i.e. Clatskanie or Cascade Project)

2.2.1. Class 0: Changes to generic documents. Class 0
changes do not fit within the definition of Class 1, 2
or 3 changes. Class 0 changes do not require customer
approval or notification.

2.2.2. Class 1: Changes to product-specific or generic
documents where there is no impact on component or
assembly specifications/limits/dimensions, regulatory
compliance, appearance, cosmetic criteria,
manufacturing or test processes,

Page 1 of 4

qualification status, increase in manufacturing costs,
and scheduled shipping dates. Class 1 changes do not
require customer approval, but do require customer
notification within one (1) working day after approval
by SeaMED.

2.2.3. Class 2: Changes to product-specific or generic
documents where there is no impact on end-item
specifications/limits/dimensions, intended use or
operation, labeling, regulatory compliance, appearance,
cosmetic criteria, special processes, qualification
status, increase in manufacturing or service costs, and
scheduled shipping dates. Class 2 changes do not
require customer approval, but do require customer
notification within one (1) working day after approval
by SeaMED.

2.2.4. Class 3: this is a Class 2 change where there is
impact on end-item specifications/limits/dimensions,
intended use or operation, labeling, regulatory
compliance, appearance, cosmetic criteria, special
processes, design verification status, increase in
manufacturing or service costs, and scheduled shipping
dates. Class 3 changes require customer approval.

3. Mechanics of the change process.

3.1 It is a goal of this agreement that all correspondence
regarding document changes be handled promptly and efficiently.
Delays can seriously upset scheduled buys, work orders, and
shipments.

3.2 SeaMED Documentation Control will handle all correspondence
for SeaMED regarding document changes.

3.3 Coinstar will notify SeaMED by telefax, Lotus Notes Engineering
Change Orders database of change requests to Coinstar-related
drawings.

3.4 SeaMED will notify Coinstar by telefax of Class 1 and 2 changes
as they are signed and implemented.

3.5. SeaMED will submit Class 3 changes to Coinstar by telefax for
approval after SeaMED's Change Control Board has approved the
proposed change.

3.6. Coinstar will designate one representative and one alternate with
authority to approve/disapprove proposed changes as they are
presented by SeaMED. Proposed changes should be addressed within
one week.

3.7. Coinstar may request a change to any document, generic or
product-specific, by submitting a written change request
(or Lotus Notes Engineering Change Orders database). Change
requests are to be signed by the designated Coinstar
representative, or their alternate, with the authority to
approve/disapprove the request. SeaMED should address
requested changes in one week or less.

3.8. As previously agreed to between Coinstar and SeaMED, Coinstar
authorizes Xxxxxx Xxxxxxx the ability to sign for Coinstar to
approve changes in certain instances. SeaMED does not need an
approval signature from Coinstar when Coinstar has generated
an ECO. Xxxxxx is authorized to sign for Coinstar when Coinstar
has already written an ECO or clearly defined and outlined
Coinstar's objectives and intent. The purpose of this
authorization is to allow SeaMED the ability to make changes
expeditiously.

3.9. SeaMED will periodically provide copies of all incorporated
changes to product specific documents.

4. Costs associated with document changes.

4.1. A certain number of changes is normal during the life of a
product. Also, once production is underway, SeaMED or Coinstar
may suggest changes to ease manufacture or inspection. SeaMED
may elect to waive the administrative costs associated with
these changes.

Page 2 of 4

4.2. Changes which occur at Coinstar request, regarding the
established design of the product or affecting parts already
ordered or in SeaMED's inventory, will be considered
individually. In some cases, an administrative charge may be
assessed by SeaMED for the cost of processing and
incorporating a change above and beyond normal processing and
aside from any material costs involved.

Agreed to, for Coinstar, Inc. by /s/ Xxxxxxx Xxxxxxxx on 26 March 1998
----------------------- ----------------

Agreed to, for SeaMED Corp., by /s/ Xxxxxxxx X. Xxxxxxxx on 3/27/98
------------------------ ----------------
Documentation Control

Project Director [ILLEGIBLE] on 3/26/98
------------------------ ----------------

Page 3 of 4

Coinstar designated representatives with authority to approve/disapprove
proposed changes. Coinstar is responsible for providing SeaMED with updated
names of designated representatives.

Name (printed) Signature Initial

Representative Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx RAB
----------------- ---------------------- -----
Alternate Xxxxxx X. Germany /s/ Xxxxxx X. Germany CDG
----------------- ---------------------- -----
Alternate Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx SAD
----------------- ---------------------- -----

Page 4 of 4

EXHIBIT E - RATES

HOURLY RATES FOR ENGINEERING SERVICES

TITLE SUSTAINING ENGINEERING DEVELOPMENT ENGINEERING
HOURLY RATE HOURLY RATE

Project Director $85 $100

Engineer $75 $90

Designer $55 $60

Engineering Tech $40 $50

The level of engineering work required is dependent upon the scope of the
proposed Project. Sustaining Engineering does not require a full Project Team
or a unique Project Plan (i.e. continuous improvements, component
obsolescence). Development Engineering typically requires a full Project
Team and a specific Project Plan.

Engineering Rates will be fixed for the initial three (3) year term of this
Agreement. The rates shall be subject to adjustment as forth on page 2 of
this Exhibit E.

PRODUCTION PRICING RATES*

BURDEN RATE

Material Burden 7.0% of Total Material Costs

Outplant Burden 7.0% of Total Outplant Costs

Assembly Overhead 199.3% of Direct Labor Costs

Warranty 0.5% of Sell Price

Freight 1.0% of Material Costs

SGA 7.8% of Sell Price

Profit Margin 12.0% of Sell Price

*These rates are based on annual volumes of 1800-2200
units.

EXHIBIT E-PAGE 2

ABNORMAL INFLATION CLAUSE FOR ENGINEERING RATES

RATE ADJUSTMENT:

_ _
| S |
| 1 |
RateN = RateN |(----)|
1| S |
|_ 0 _|

Where:

Rate = Fixed rate of services in calendar year N.
N

RateN = Fixed rate of services in calendar year N-1.
1

S = Average of the months October of the year N-1 through November
1 of the year N-1 of the Producer Price Index for SIC Code 8711 as
published by the US. Department of Labor.

S = Average of the months October of the year N-2 through November
0 of the year N-2 of the Producer Price Index for SIC Code 8711 as
published by the US. Department of Labor. Inflation to be
adjusted prior to December 31, of year N-1 for services in year
N.

The hourly rates for engineering services for the base year (1998)
will remain in effect through the term of the agreement and shall
only be subject to adjustment for "abnormal" inflation. Abnormal
inflation shall be defined as any increase in excess of 7% in the
Producer Price index for Engineering Design, analysis and consulting
services (Standard Industrial Classification 8711). The inflation
percentage shall be calculated annually and rates, if necessary, will
adjust at the beginning of the calendar year. The first review period
will be January 1999. In the event that the inflation is in excess of
7% the hourly rates will adjust by one-half of the calculated
inflation rate. The newly calculated rate would then be used as the
base year for future adjustments.

In the event the US. Department of Labor - Bureau of Labor Statistics
discontinues or alters its method of determining the index listed
herein, the parties shall agree upon appropriate substitute or
adjustment of basis for use in this Article.

Document Metadata

Table of Contents

BETWEEN

Document Metadata