Exhibit 10.2
VTECH LOGO
MANUFACTURING AGREEMENT
Agreement made, entered into and effective as of the last date of signing, by
and between Essential Reality, LLC (hereinafter called "Client"), a limited
liability company existing under the laws of the state of Delaware, USA, and
having an office for the transaction of business in 00 Xxxx 00xx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000, XXX, and VTech Communications Ltd. (hereinafter
called "VTech"), a limited company existing under the laws of Hong Kong and
having an office for the transaction of business in Hong Kong, 00xx Xxxxx, Xxx
Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 1, 57 Xxxx Xxx Road, Tai Po, New Territories, Hong
Kong.
Witnesses that the parties hereto agree as follows:
ARTICLE 1.0 UNDERTAKING OF MANUFACTURE
1.1 VTech shall manufacture, on a non-exclusive basis, the Products for Client
according to the design and specifications provided by Client.
ARTICLE 2.0 DEFINITIONS
2.1 "Product" or "Products" shall mean each of the Products described on the
confirmed Purchase Orders from the client, as such products may be changed,
developed, improved or modified in accordance with the terms of this Agreement
from time to time by or on the behalf of either Client or VTech with Client's
prior written approval, provided that the Client agrees to a mutually agreeable
price adjustment (increase or decrease) reflecting the cost of the changes,
developments, improvements or modifications versus the original cost and accepts
any reasonable related delivery schedule changes.
2.2 "Technical Information" shall mean all technical know-how, information,
data, drawings, trade secrets, manufacturing and test data, and specifications
involving or relating to the manufacture, production, maintenance and operation
of the Products as have heretofore been or may hereafter be disclosed by Client
to VTech.
2.3 "Delivery" shall mean Delivery of Products to Client, F.O.B. vessel at the
port of export as noted in section 6.1 below, or to any other place with the
prior written consent from Client, taking into account any increased shipping
costs.
2.4 "Engineering Change" shall mean any change(s) to the electrical or
mechanical design of the Product(s) and/or manufacturing process therefore
proposed by Client and/or VTech and which would affect the cost, performance,
reliability, safety, serviceability, appearance, dimensions, tolerances, or
composition of materials thereof. All such changes shall include testing for
reliability, safety and regulatory compliance.
ARTICLE 3.0 GENERAL AND INTELLECTUAL PROPERTY
3.1 Client shall provide VTech with all Technical Information that is reasonably
necessary to enable VTech to manufacture the Products covered by this Agreement.
All Technical Information relating to the Product supplied by the Client is
original to the Client and owned by the Client and subject to Intellectual
Property ownership by the Client. VTech shall not copy, duplicate or manufacture
any Technical Information without the written consent of the Client . VTech
represents and warrants that it will not transfer in any manner, either directly
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or indirectly (other than to Client), any of the Products or Technical
Information, information about the Products or Technical Information, or
derivatives of the Products or Technical Information, without first obtaining
the specific written approval of Client.
3.2 VTech acknowledges that it does not obtain any right, title or interest in
or to the Technical nformation or to any change, development, improvement, or
modification involving or relating to the Technical Information of Client made
or conceived exclusively by Client. Any Technical Information furnished to VTech
under or in contemplation of this Agreement shall remain the Client's property
and shall be kept strictly confidential by VTech.
3.3 Any changes to the Product(s) requiring rework of the design or
manufacturing process will be negotiated between the parties.
3.4 Any improvements used or useful in the development and/or manufacture of the
Product made by VTech or made by VTech in cooperation with the Client, or based
on the Technical Information, shall belong to the Client and shall be treated as
Technical Information under this Agreement. Furthermore, VTech agrees to
complete any document and cooperate with the Client in perfecting Client's
rights to such improvements.
3.5 VTech will package individual units of the Product according to the
Packaging Specification as defined by the appropriate Xxxx of Materials or an
acceptable substitute as may be agreed between Client and VTech.
3.6 Client may make available to VTech certain materials for use in
manufacturing the Product, which VTech shall take for such purpose and pay
therefore, with price and payment terms to be negotiated between the parties.
3.7 Any tools, models, dies, molds, prototypes or the like, made according to
the Technical Information becomes the property of the Client. Such shall be
treated as confidential and cannot be used for anyone else but the Client. They
shall be delivered to the Client upon demand FOB vessel at the port of export
noted in section 6.1.
ARTICLE 4.0 ORDERS, PRICE, AND PAYMENTS
4.1 The manufacture and sale of Products under this Agreement shall be
implemented through purchase orders placed by Client and accepted by VTech.
Client shall provide VTech with a separate Purchase Order for any tooling
charges necessary for the manufacture of the Product(s). Such tooling charges
will be clearly delineated and detailed to Client by VTech. Payment for the
tooling charges shall be made 50 % in advance and the balance to be paid upon
completion and approval of tooling.
4.2 Client shall provide VTech with its estimated non-binding order forecasts
six (6) months prior to the desired date of delivery and shall issue a confirmed
purchase order to VTech at least three (3) months prior to the shipment date
designated therein. When a confirmed purchase order is issued, Client shall
advise shipment method (whether by sea or air) for the shipment to be effected
within the month of projected delivery by VTech.
4.3 According to Client's confirmed purchase order, VTech shall procure material
for and on behalf of Client so as to meet the delivery in the first three (3)
months of the forecast as reflected on the confirmed purchase order. Client
shall pay in advance to VTech by way of cash transfer or letter of credit
payable against copies of VTech's orders (translated into English if necessary)
for the material procurement so as to meet the delivery requirement of the
purchase order. VTech shall proceed to procure the material upon receipt of the
advanced payment from Client. Furthermore, VTech shall render to Client a list
of long-lead time material within a week after receiving the rolling forecast
from Client. VTech shall seek approval from Client to procure the long lead time
material for and on behalf of Client in order to meet the shipment forecast
during the forth to sixth month or later. Client shall pay in advance to VTech
(in the same manner as noted above) for the procurement of the long lead-time
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material. VTech shall proceed with the procurement of the long lead-time
material upon receipt of an approval and the advanced payment (in the same
manner as noted above) from Client.
The letter of credit should enable VTech to draw the amount of money at any time
due to the fact that the Client is unable to consume the ordered quantity within
the manufacture completion date in accordance with terms and conditions of the
confirmed purchase order.
4.4 For the first purchase order under this Agreement, the F.O.B. price (on
board a vessel at the port of Hong Kong or Yantian, China as selected by Client
under section 6.1) for Products covered hereby shall be as set forth in Exhibit
A. Unless otherwise stated, all prices in all purchase orders to be issued under
this Agreement are inclusive of (1) state and local sales, use and similar taxes
imposed by the Peoples Republic of China or any jurisdiction or agency therein
including Hong Kong; and (2) freight and insurance charges until the Products
are FOB vessel or air craft.
4.5 Client's payment for Products purchased hereunder shall be settled by an
Irrevocable Letter of Credit at sight opened by Client with the bank of their
choice, thirty (30) days prior to shipment date, which letter of credit shall be
payable in the currency of the United States of America and shall name VTech as
Beneficiary and which shall be payable to VTech upon presentation of (a) a
commercial invoice in customary form, (b) clean on board ocean xxxx of lading or
clean air waybill, (c) tally sheets showing storage of the Products as cargo
signed by an officer of the vessel or air craft transporting the Products, and
(d) the certificate of inspection as specified on Exhibit B.
ARTICLE 5.0 CHANGES TO ORDERS
5.1 No changes as to quantity are allowed within 4 weeks from the scheduled date
of shipment ex-factory. 50% changes are allowed between 4 to 8 weeks from the
scheduled date of shipment ex-factory. Any changes are allowed beyond 8 weeks
from the scheduled date of shipment ex-factory. If there is any excess material
created by the Client due to the change, 1/2% carrying cost per month will be
paid by the Client. If the excess material is not consumed in six months, VTech
will charge and xxxx the Client for the cost of the material and the xxxx(s)
should be paid within 30 days. VTech shall offer to ship the excess material FOB
vessel to Client at Client's request. Nothing in this section 5.1 shall limit
Client's rights under section 12.2 below. Client and VTech will agree upon the
change in cost (up or down) and any adjustments in the delivery schedule based
upon any changes made under this section. Further, if defects are noted in the
Product as produced by VTech changes to cure these defects must be made without
additional cost to Client and with the shortest possible delay in delivery.
5.2 Engineering Changes (Engineering Change Order - ECO's and Engineering Change
Note -ECN's) for processes or components may be made by the Client or VTech.
Such changes must be documented in writing using forms and procedures to be
agreed upon between VTech and Client. In the case of a change precipitated by
VTech, Client must grant approval before the change is implemented. If an
engineering change creates unused material or order cancellations, all excess
material shall be the responsibility of Client. Client and VTech will agree upon
the change in cost (up or down) and any adjustments in the delivery schedule
based upon any changes made under this section.
5.3 Client will provide evidence of regulatory compliance certification in
certain countries and VTech agrees that no changes of any type will be made that
will result in failure to comply with all applicable regulations in the
countries identified by Client.
ARTICLE 6.0 SHIPMENTS
6.1 The VTech factory is in China and the port of export is in Hong Kong or
Yantian, China at Client's option.
6.2 Client may at its option and expense elect to have the Product(s) shipped by
air freight, in which event VTech shall take all actions required to facilitate
such shipment by air and shipment shall be FOB aircraft. In the event that VTech
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is late in shipping, based upon the dates in the confirmed Purchase Order
accepted by VTech, and Client requires the late Products to be sent via air
freight then VTech shall pay the extra expense of air freight in excess of ocean
freight.
6.3 The title to and risk of the Products shall transfer to Client when the
Products are placed on board a vessel or aircraft at the port of export, as
noted in section 6.1, against clean on board bills of lading. Shipment of
Products does not constitute acceptance (despite any inspections by Client's
agent) and Client reserves its rights under sections 7.2 and 7.3 below.
ARTICLE 7.0 TESTS, QUALITY CONTROL AND INSPECTION
7.1 VTech will build the product according to ANSI 001B and/or Test
Specifications as provided by Client and accepted by VTech.
7.2 Client reserves its rights to inspect the Products upon arrival at its
facilities in the United States or elsewhere in the world.
7.3 Client or its agent (as noted on Exhibit B or as may be substituted for the
agent named) will inspect each shipment from VTech before it leaves the VTech
manufacturing facility according to MIL-STD-105E, Single Sampling Plan, Level II
with an Acceptable Quality Level (AQL) of 2.5% for minor (that is,
non-functional and minor appearance related) defects and 0.25% for major and
critical (that is, serious appearance, functional, safety or regulatory) defects
during the first three moths of full production and, thereafter, the 0.25% limit
shall be increased to 0.40%. Client shall have the right to further inspect each
shipment and confirm non-acceptance of the shipment within 30 days after receipt
of the shipment at its own facility. In case a shipment fails to meet the
quality criteria as agreed by both VTech and the Client as noted above, the
Client shall notify VTech in writing (or by email) of the nature of the defect
and VTech will correct the problem as quickly as commercially reasonable and
will confer with Client, within five days, to reach agreement upon a recovery
plan. The cost of the recovery plan will be paid solely by VTech.
7.4 In the event that it is determined that the Products in question are not in
compliance with the quality criteria as agreed above, VTech shall bear all costs
of re-inspection.
ARTICLE 8.0 WARRANTY
8.1 VTech warrants to Client that all Products manufactured for Client under
this Agreement will strictly comply with the specifications and designs supplied
to VTech by Client and will be free from all defects in workmanship and
materials for a period of one year from the date of delivery. However, this
warranty will not cover defects caused by any additional manufacturing processes
performed by the Client or any third party, or by any improper actions of the
Product's end users. VTech shall within ten days after notice by Client either
(at its option) repair or provide new replacement Products for the defective
Products qualified for this warranty or provide a cash credit to Client at FOB
value including freight and insurance costs. VTech shall have the right to
promptly inspect the claimed defective Products in Client's warehouse in the
USA. Client may accumulate a reasonable quantity of such defective Products,
which, after notice to VTech, will be returned to VTech at VTech's expense. The
replacement Products will be returned to Client with freight and insurance
prepaid by VTech to Client's warehouse in the United States of America. If after
replacement it is determined that the Products were not defective and did comply
with this Agreement then Client will pay for the replacement Products as new
purchases.
8.2 There are no other warranties than those stated in this Agreement. VTech
disclaims all other warranties to Client or third parties by virtue of this
Agreement or otherwise, either expressed or implied, including but not limited
to implied warranties of merchantability, of fitness for a particular purpose,
and arising from usage of trade or course of dealing or performance, with
respect to the Products and accompanying written materials. This limited
warranty gives you specific legal rights, you may have others that vary from
state to state or country to country.
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8.3 Except as stated herein, in no event shall EITHER PARTY be liable to THE
OTHER, ITS SUPPLIERS, CUSTOMERS or ANY OTHER third parties by virtue of this
Agreement or otherwise, for any damages whatsoever including any consequential,
incidental, indirect or special damages, whether based on contract, tort,
warranty or other legal or equitable grounds, including, without limitation,
damages for loss of business profits, business interruption, loss of business
information, or other pecuniary loss, arising out of the use of or inability to
use the Products, even if advised of the possibility of such damages. Because
some states or countries do not allow the exclusion or limitation of liability
for consequential or incidental damages, the above limitation may not apply.
8.4 In no event will VTech's aggregate liability to Client or third parties
whether for negligence, breach of contract, misrepresentation or otherwise
exceed the cost of the defective, damaged or undelivered Products as determined
by the net price invoiced to Client in respect of any single occurrence or
series of occurrences. Client understands that VTech's charges depend in part on
this exclusion of representations, terms and liabilities but Client does not
warrant or assure VTech in any manner that claimed limitations on the rights of
third parties are enforceable or valid.
8.5 VTech warrants to Client that there are no legal, administrative or
regulatory restrictions imposed by the Peoples Republic of China or any other
government, governmental or similar agency or authority, national, provincial or
local, on the export of the Products as contemplated by this Agreement.
ARTICLE 9.0 CONFIDENTIALITY/NON-COMPETITION
9.1 VTech agrees that all confidential information, including, without
limitation, the Technical Information, furnished to it by or belonging to
Client, will be received and held in confidence by VTech and will be used by
VTech for the sole purpose of manufacturing the Products as set forth herein.
VTech shall take at least as stringent measures to safeguard such confidential
information or Technical Information as it uses for its own confidential
information, but no less than a reasonable degree of care. All such information
or Technical Information shall be the sole and exclusive property of Client.
VTech has or will require all of its employees, consultants, agents, or others
who have access to any of such confidential information or Technical Information
owned by Client to execute agreements with it similar in content to this section
9.1 and will exercise due diligence to obtain compliance therewith.
9.2 VTech agrees that it will not publish or otherwise use for its own benefit
confidential information or Technical Information received from Client without
the prior written consent of Client. The provisions of this Article 9 shall
survive any expiration or termination of this Agreement, but shall not apply to
confidential information of Client which (i) was known to VTech, as evidenced by
its written records, prior to the receipt of such confidential information from
Client, or (ii) was publicly available at the time of disclosure or subsequently
becomes publicly available through no act or failure to act of VTech, or (iii)
is subsequently disclosed to VTech by a third party who is under no obligation
of confidentiality to Client, or (iv) is developed by VTech independent and
without the use of the received or referenced material from the Client. VTech
shall, upon request from Client, provide reasonably satisfactory written
evidence to Client to support its claim of exclusion of information from the
definition of confidential information as described above in this section.
9.3 During the period during which the parties are doing business and for the
two years following, VTech will not manufacture or sell, or assist others to
manufacture and sell, similar or competitive Products other than to or for the
Client.
ARTICLE 10.0 INDEMNIFICATION AND LIMITATION OF LIABILITY
10.1 VTech shall indemnify and hold the Client harmless from and against all
losses, costs, claims and damages, relating to or arising out of any allegation
that VTech's manufacturing processes furnished under this Agreement infringe or
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violate any patent, copyright, trade secret or any other proprietary right,
provided that this indemnity shall not apply to any infringement which is due
wholly to VTech's compliance with the design or instruction furnished or given
by the Client.
10.2 Client shall indemnify and hold VTech harmless from and against all losses,
costs, claims and damages, resulting from VTech's compliance with the design or
instructions furnished or given by the Client, other than those resulting from
the gross negligence or willful misconduct of VTech or its representatives.
ARTICLE 11.0 TERM OF AGREEMENT
11.1 This non-exclusive Agreement, which shall become effective upon the
effective date as noted above, shall continue for a period of twelve (12) months
after the date of first delivery to Client at the port of export, unless this
Agreement is otherwise terminated pursuant to Article 12 hereof, and shall be
renewed every six (6) months thereafter unless either party gives the other
written notice of termination at least ninety (90) days prior to the expiration
of the original term or any extension thereof
ARTICLE 12.0 TERMINATION OF AGREEMENT
12.1 Client and VTech shall be entitled to terminate this Agreement and cancel
all outstanding purchase orders immediately upon written notice to the other
party on the occurrence of any of the following events:
12.1.1 Client or VTech breaches any provision of this Agreement or
fails to perform any of its obligations hereunder (Client's
pending merger with JPAL, Inc. and related sale of shares of
stock of the merged company, whose name will be changed to
Essential Reality, Inc. shall not be deemed a breach of this
Agreement), which breach or failure shall not have been
remedied by the breaching party within thirty (30) days after
written notice thereof; or
12.1.2 under the law of any applicable jurisdiction, Client or VTech
becomes insolvent, suspends business or goes into liquidation,
bankruptcy or receivership or becomes a party to any procedure
for the settlement of its debts or to a dissolution
proceeding, or the equivalent of any of the foregoing in their
own country; or
12.1.3 upon one hundred twenty (120) days written notice to the other
party following sale, assignment, lease or other disposition
of/or voluntary parting with the control (whether in one
transaction or series of transactions) of a material portion
of the assets of Client or VTech to any person or entity
except for sales or other dispositions of assets in the
ordinary course of business Anything contained in this
Agreement to the contrary notwithstanding, Client shall not be
in default or breach under this Agreement by virtue of its
merger with or into any other company or by virtue of the sale
at any time of any membership interests or shares of stock in
Client or the merged company.
12.2 Notwithstanding anything contained in section 5.1, Client may cancel
confirmed purchase orders under this Agreement for any reason by notifying VTech
in writing. Cancellation shall become effective after twenty-four (24) hours
following the sending by Client of an email or a telex or cable to VTech
promptly followed by VTech's receipt from Client of a written cancellation
notice in the form of a registered air mail letter or facsimile from Client, or
thereafter upon the date specified in such email, telex, cable, facsimile, or
letter. VTech shall cease operation on all existing purchase order(s) in
accordance with the cancellation notice. Client shall have no liability for
cancelled purchase orders other than as set forth in this section. In the event
of a cancellation under this section, Client will pay VTech for the materials
and labor costs incurred prior to the effective date of the cancellation for
Products which are in process or completed under the outstanding Client purchase
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orders, and VTech will deliver to Client all completed products, assemblies in
process, manuals, spare parts, and all components processed or purchased on
account of outstanding purchase orders.
12.3 Upon termination of this Agreement, VTech shall promptly return to Client
all Technical Information or other confidential information and related data
that is in written, graphic or other tangible form and is then in the possession
of VTech or in its custody or control, including, but not limited to, all
documentation concerning the Product provided by Client or by VTech at any time
during the term of this Agreement, and VTech shall warrant to Client in writing,
within ten (10) days of returning all confidential information, that it has
permanently destroyed all computer records or files containing any such
information and inform and confirm to Client in writing that it no longer
possesses any of the Technical Information or confidential information in any
form.
ARTICLE 13.0 FORCE MAJEURE
13.1 Any failure of Client or VTech to comply with the terms of this Agreement
if such failure is caused by circumstances not directly under the control of the
party concerned, including but not limited to failures resulting from force
majeure, acts of God, natural disasters, fire, storm, flood, earthquake,
explosion, accident, acts of the public enemy, war, rebellion, insurrection,
sabotage, epidemic, quarantine restrictions, riots, labor disputes,
transportation embargoes, boycotts, failures or delays in transportation or the
mails, inability to secure necessary materials (including but not limited to
fuel) after reasonable efforts to find alternative sources, acts of any
government, whether national, state, local or otherwise, or any agency thereof,
or judicial action, shall be excused, provided that the nonperforming party uses
its best efforts to anticipate and mitigate the effect of the intervening
condition, and promptly performs when said condition ceases to exist.
ARTICLE 14.0 NOTICES
14.1 Any notice required or permitted to be given hereunder shall be in writing
and shall be deemed to be properly given when sent by registered air mail,
return receipt requested, and simultaneously sent via email and fax addressed as
follows:
If to Client:
Essential Reality, LLC
00 Xxxx 00xx Xxxxxx, Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000, XXX
Attn: President
Tel: 000-000-0000
Fax: 000-000-0000
Email - xxxxxxx@xxxxxxxxxxxxxxxx.xxx
If to VTech:
Xxxx Xxxxx
General Manager
VTech Communications Ltd. (Contract Manufacturing)
23/F, Tai Ping Industrial Centre
Xxxxx 0, 00 Xxxx Xxx Xxxx
Xxx Xx, X.X. Xxxx Xxxx
Tel: 000-00000000
Fax: 000-00000000
Email - xxxx_xxxxx@xxxxx.xxx
or to such other address as either party may give the other party notice of
pursuant to this section 14.1. Any notice given by mail shall be deemed to have
been given on the tenth day after the mailing thereof; provided, however, that
if the contents of any such notice are sent simultaneously by both fax and
email, such notice shall be deemed to have been received on the business day
following the date of such fax and email.
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ARTICLE 15.0 GOVERNING LAW/JURISDICTION
15.1 It is expressly agreed that the laws of the State of New York, USA, with
regard to contracts to be performed entirely within the State of New York, shall
govern the validity, performance and construction of this Agreement. Further,
the parties agree that the exclusive forum for resolution of any disputes that
they cannot settle by discussion shall be the London Court of International
Arbitration sitting in London, England and proceeding in accordance with its
rules with a panel of three arbitrators whose decision shall be final and
binding on both parties, not be subject to appeal and be enforceable in any
applicable jurisdiction..
ARTICLE 16.0 WAIVERS; AMENDMENTS
16.1 No waiver of any right hereunder by either party shall operate as a waiver
of any other rights, or of the same right with respect to any subsequent
occasion for its exercise, or of any right to damages. No waiver by either party
of any breach of this Agreement shall be held to constitute a waiver of any
other breach or a continuation of the same breach. All remedies provided by this
Agreement are in addition to all other remedies provided by law. This agreement
may not be amended except by writing signed by each of the parties hereto.
ARTICLE 17.0 ASSIGNMENT
17.1 VTech shall, with the prior written consent of Client, be entitled to
subcontract or assign some or all of its rights and obligations hereunder,
provided, however, that any such transfer shall not relieve VTech of its
responsibilities or obligations hereunder. Further, VTech shall obtain from such
subcontractor its written agreement, comparable in duration and scope to this
Agreement, acknowledging the ownership of Client of the Technical Information
and confidential information, requiring the subcontractor to maintain the
confidentiality of all such information and to not assist a competitor of
Client. VTech shall furnish to Client promptly after signing a complete copy of
the subcontractor's agreement in its original language and, if not in English,
an accurate translation of such agreement into English.
17.2 Any assignment by Client of any of its rights or obligations hereunder
without VTech's prior written consent shall be void. The Client may assign its
rights and obligations to any successor entity and complete its pending merger
into JPAL, Inc. and such actions shall not be a breach or violation of this
Agreement.
ARTICLE 18.0 SEVERABILITY
18.1 Every provision hereof is intended to be severable. The unenforceability,
invalidity, or illegality of any provision for any reason whatsoever, shall not
render the other provisions unenforceable, invalid or illegal. If any provision
of this Agreement is or becomes or is deemed invalid, illegal or unenforceable
under the applicable laws or regulations of any jurisdiction, either such
provision will be deemed amended to conform to applicable laws or regulations
or, if it cannot be so amended without materially altering the intention of the
parties, it shall be stricken and the remainder of this Agreement shall remain
full force and effect.
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ARTICLE 19.0 ENTIRETY
19.1 The foregoing Agreement and purchase orders issued hereunder constitutes
the entire agreement of the parties and supersedes and cancels all prior
communications, negotiations and agreements, oral and written, with respect to
the subject matter hereof.
IN WITNESS WHEREOF, Client and VTech have caused this Agreement to be executed
by their respective officers duly authorized as of the date written below.
VTECH COMMUNICATIONS LIMITED ESSENTIAL REALITY, LLC
By: By:
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Title: CEO Title: PRESIDENT
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Date: 15th May 2002 Date: 05-08-02
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Exhibit A
Client to insert all relevant terms here.
EXHIBIT B - this would be the client's inspection agent's certificate that they
have inspected the Products and found them to be in compliance with the
specifications and purchase order.
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