BRAEMAR, INC. OEM AGREEMENT REV.5

OEM PURCHASE AGREEMENT

BY AND BETWEEN

PHILIPS MEDICAL SYSTEMS AND

BRAEMAR, INC.

OEM AGREEMENT

REV.5

Philips Confidential

TABLE OF CONTENTS

1. SCOPE OF AGREEMENT.......................................................3

2. DEFINITIONS..............................................................4

3. ORDERS AND SHIPMENT OF OEM PRODUCTS......................................5

4. PRICES AND PAYMENT TERMS.................................................6

5. NONCOMPLYING PRODUCTS....................................................6

6. RETURN OF PRODUCTS.......................................................6

7. ENGINEERING PROCESS OR DESIGN CHANGES....................................7

8. QUALITY..................................................................8

9. WARRANTIES...............................................................8

10. SUPPORT SERVICES......................................................8

11. OBSOLESCENCE AND MANUFACTURING RIGHTS................................10

12. TRAINING.............................................................11

13. MARKETING AND LICENSING..............................................11

14. INTELLECTUAL PROPERTY PROTECTION.....................................12

15. COUNTRY OF MANUFACTURE AND DUTY DRAWBACK RIGHTS......................12

16. GOVERNMENTAL COMPLIANCE..............................................12

17. FORCE MAJEURE EVENTS.................................................13

18. EVENTS OF DEFAULT....................................................13

19. CONFIDENTIAL INFORMATION.............................................14

20. INSURANCE REQUIREMENTS...............................................14

21. LIMITATION OF LIABILITY..............................................15

22. TERMINATION..........................................................15

23. MISCELLANEOUS........................................................15

Philips Confidential

OEM PURCHASE AGREEMENT

THIS AGREEMENT is entered into between PHILIPS MEDICAL SYSTEMS, a division of
Philips Electronics North American Corporation, a Delaware corporation
("Philips") and BRAEMAR, INC., a North Carolina corporation ("Supplier"),
effective as of September 1, 2003 (the "Effective Date"). The parties hereby
agree as follows:

1. SCOPE OF AGREEMENT

1.1 General. This Agreement specifies the terms and conditions under which
Supplier will sell, license and support the OEM Products listed in
Exhibit A to this Agreement. The OEM Products are regarded as "Original
Equipment Manufacturer" products that will either be sold separately or
incorporated into Philips Products for resale worldwide under the
Supplier's label or under Philips private label. The OEM Products and the
Philips Products will be marketed, serviced, and supported by Philips
field organization and channel partners, subject to the marketing,
service, and support obligations of Supplier pursuant to this Agreement.

1.2 Eligible Purchasers. This Agreement enables Philips, Philips Subsidiaries
and Philips Subcontractors to purchase OEM Products from Supplier under
the terms of this agreement or any subsequent Product Addendum. Unless a
Product Addendum specifically refers to and amends a term of this
Agreement, the terms and conditions of this Agreement will control and
take precedence over any conflicting terms in a Product Addendum.

1.3 Term Of Agreement. This Agreement will commence as of the Effective Date
and continue for a three-year period (the "Term"), unless terminated
earlier under the terms of this Agreement. After the initial Term, this
Agreement will continue automatically for two additional one-year
periods. This Agreement may be terminated at the end of the initial Term
or at the end of any subsequent renewal period if one party provides the
other at least 60 days prior notice of its intent to terminate.

1.4 Non-exclusive Appointment. Subject to the terms and conditions of this
Agreement the Supplier appoints Philips as the Supplier's non-exclusive
distributor of the OEM Products worldwide commencing on the Effective
Date. Philips' distribution rights shall extend to any improved OEM
Products for Xxxxxx and event monitoring recorders.

1.5 Exclusive Appointment. Subject to the terms and conditions of this
Agreement and commencing on the Effective Date, the Supplier appoints
Philips as the Supplier's exclusive distributor of the OEM Products that
have been made compatible with [****]. The Supplier has the royalty free
rights to distribute through Philips the OEM Products that have been made
compatible with the [****] technology. The royalty free license for
[****] in the OEM Products is in effect only for the period of the
Agreement.

1.6 Product Ownership.
(1) Philips owns the case, mold, and [****] circuit. Braemar owns the
electrical design, circuits, firmware, cabling, and developer
software.
(2) 7XX Event Recorders Braemar owns 100%.
(3) 930 Event Recorder with [****] front end in the [****] case: Philips
will own 40% of the ER930 case with planned NRE funds. If the 930
Event Recorder with [****] front end is released in the new [****]
improved case -- Philips owns the case and the associated tools.
(4) For simplicity, Braemar will sell the ER 930 with [****] only to
Philips.

1.7 Sub-distributors and Manufacturer's Representatives. Philips may appoint
Sub-distributors, sales agents and manufacturer's representatives to
promote, distribute and sell the OEM Products in Accordance with this
Agreement. Philips shall be entitled to use its standard form of
distribution agreement for such Sub-distributors; provided, however, that
Philips shall at all times remain responsible for performance of all of
its obligations under this Agreement and shall use its commercially
reasonable efforts to bring its Sub-distributors into compliance with
this Agreement. If Supplier has actual knowledge of improper acts or
omissions on the part of such Sub-distributors, it will use reasonable
efforts to inform Philips of such acts or omissions; provided, however,
that such obligation shall not relieve Philips of any of its obligations
under this Agreement with respect to such Sub- distributors.

1.8 Alliance Managers and Meetings. Each of the parties has appointed an
individual, to facilitate communications between the Parties relating to
the OEM Products and the relationship contemplated herein. These
individuals are shown in Exhibit C. These individuals shall meet not less
than quarterly to discuss the marketing, distribution, forecasts, sales
and business issues of the OEM Products as contemplated hereunder;
provided, however, that

Philips Confidential

nothing in this Agreement shall limit Philips' ability to set prices
or ASP for the OEM Products which charges to third parties. Notice of
any change to these appointed individuals shall be provided to the
other party.

2. DEFINITIONS

The following capitalized terms will have these meanings throughout this
Agreement.

2.1 "Delivery Date" means the date specified in an Order for the delivery of
OEM Products by Supplier to the destination required under the Order.

2.2 "Documentation" means the user and technical manuals and other
documentation that Supplier will make available with the OEM Products.

2.3 "Eligible Purchasers" mean those parties authorized to purchase OEM
Products under this agreement as listed in Section 1.2 above.

2.4 "Failure Rate" means defects in design, material and workmanship
(excluding customer abuse) that occurred in warranted product over the
past year divided by the number of OEM products under warranty in the
past year.

2.4 "Forecast" means Philips' estimate of its purchase requirements over a
six-month period, or such other period designated by the parties.

2.5 "Intellectual Property Rights" means all rights in patents, copyrights,
moral rights, trade secrets, mask works, Marks and other similar rights.

2.6 "Lead Time" means the time between the date an Order is sent and the
Delivery Date.

2.7 "Marks" means the trademarks, service marks, trademark and service xxxx
applications, trade dress, trade names, logos, insignia, symbols, designs
or other marks identifying a party or its products.

2.8 "Noncomplying Product" means any OEM Product received by Philips that
does not comply with the Specifications, or otherwise does not comply
with the requirements of an Order or other provisions of this Agreement.
Noncomplying Products include, without limitation, dead-on-arrival
products, overshipment and early shipments.

2.9 "OEM Products" means the products listed in Exhibit A all related
Documentation, Parts and other Deliverables provided pursuant to this
Agreement.

2.10 "Orders" means a written or electronic purchase order or release issued
by Philips to Supplier for purchase of the OEM Products.

2.11 "Parts" means the replacement parts, components, consumables or other
products that may be supplied in conjunction with or as additions to the
OEM Products.

2.12 "Philips Products" means the Philips products or systems that will
incorporate or be sold with the OEM Products and that will be marketed
and sold to end-user customers by Philips and its distributors.

2.13 "Philips Property" means all property, including without limitation,
models, tools, equipment, copies of designs, documentation and other
materials that may be furnished to Supplier by Philips or on Philips'
behalf or separately paid for by Philips for use by Supplier in
connection with this Agreement.

2.14 "Product Addendum" means an addendum to this Agreement entered into
between Supplier and an Eligible Purchaser naming additional OEM Products
and product specific requirements in addition to those requirements
specified in this Agreement.

2.15 "Software" means any software or firmware included or bundled with the
OEM Products, as designated in the description of OEM Products in Exhibit
A.

2.16 "Specifications" means the technical and functional requirements for the
OEM Products as specified or referenced in Exhibit A or as agreed to by
the parties.

Philips Confidential

2.17 "Subcontractor" means Philips dealers, distributors and manufacturers
representatives that may purchase OEM Products under the terms of this
Agreement on behalf of Philips.

2.18 "Subsidiary" means an entity controlled by or under common control with a
party to this Agreement, through ownership or control of more than 50% of
the voting power of the shares or other means of ownership or control,
provided that such control continues to exist.

2.19 "Support" means ongoing maintenance and technical support for the OEM
Products provided by Supplier to Philips as more fully described in
Exhibit D.

2.20 "Technical Information" means Information means Supplier's manufacturing
information and technology deemed necessary by Philips to support OEM
Products and to exercise any manufacturing rights provided under this
Agreement, including, but not limited to: (i) specifications, software,
schematics, designs, drawings or other materials pertinent to the most
current revision level of manufacturing of the OEM Products; (ii) copies
of all inspection, manufacturing, test and quality control procedures and
any other work processes; (iii) jig, fixture and tooling designs; (iv)
supplier history files; (v) support documentation; and (vi) any
additional technical information or materials listed in the Escrow
Agreement (as described in Exhibit F hereto) agreed to by the parties.

2.21 "Technical Materials" means jigs, fixtures, production software and tools
used by Supplier to manufacture the OEM Products.

3. ORDERS AND SHIPMENT OF OEM PRODUCTS

3.1 Orders, Order Acknowledgment, Forecasts, Lead Time, Inventory
Requirements, Order Changes, Shipment Requirements, Philips Options to
Accept Overshipments, Requirements for Meeting Delivery Dates and
Information Regarding No Advance Shipments. Each delivery of OEM Products
will be initiated by an Order issued to Supplier by Philips. Philips' and
Supplier's purchasing terms are listed in Exhibit G SMI Agreement and the
Philips Purchase Order Terms and Conditions attached to each purchase
order.

3.2 Emergency Orders. If Philips deems it necessary, Philips may order OEM
Products by facsimile on an emergency basis ("Emergency Order") subject
to the availability of such OEM Products in Supplier's inventory.
Supplier will use its best efforts to ship the Emergency Order to
Philips' stipulated destinations within [****] after the receipt by
Supplier. Subject to Philips' approval, Philips will pay any additional
expenses related to such Emergency Orders.

3.3 Title and Risk of Loss. Unless otherwise specified in writing by Philips,
shipments will be F.O.B. destination. If Philips designates the carrier,
shipments will be F.O.B. carrier. Title to OEM Product hardware and media
ordered under this Agreement and risk of loss or damage will pass from
Supplier to Philips upon Supplier's delivery of the OEM Products to the
common carrier specified by Philips, subject to the provisions in
Sections 3.4 and 3.5 below with respect to packing and handling.

3.4 Packing List. Each delivery of OEM Products to Philips must include a
packing list that contains at least:
(a) The Order number and the Philips part number;
(b) The quantity of OEM Products or Parts shipped; and
(c) The date of shipment.

3.5 Packaging. Supplier must preserve, package, handle, and pack all OEM
Products so as to protect the OEM Products from loss or damage, in
conformance with good commercial practice, the Specifications, Government
Regulations, and other applicable standards. Special static protection
must be provided for OEM Products requiring such packaging.

3.6 Responsibility for Damage. Supplier will be liable for any loss or damage
due to its failure to properly preserve, package, handle, or pack OEM
Products. Philips will not be required to assert any claims for such loss
or damage against the common carrier involved. Further, Philips will not
be liable for any loss or damage due to a release of chemicals or other
hazardous materials to the environment prior to Philips' actual receipt
of the corresponding OEM Products.

Philips Confidential

4. PRICES AND PAYMENT TERMS

4.1 OEM Product Prices. Supplier's prices for the OEM Products are listed in
Exhibit B in U.S. currency unless otherwise stated, and may not be
increased without Philips' consent. The prices for Parts will be
Supplier's published prices, less any applicable discounts, unless the
parties agree to a price schedule for Parts. OEM Products and Parts will
also be subject to any applicable prompt payment discounts. Supplier and
Philips agree to review OEM Product prices semi-annually. If, during the
term, Supplier effectuates cost reductions in its manufacturing and
delivery processes, it will pass such reductions to Philips and amend the
prices accordingly.

4.2 Changed Prices. If during the Term changed prices or price formulas are
put in effect by mutual agreement of Philips and Supplier, or reduced
prices or price formulas are otherwise put in effect by Supplier, such
prices or price formulas (if resulting in lower prices than the then
current price) will apply to all Orders issued by Philips after the
effective date of such prices or price formulas and to all unshipped
Orders.

4.3 Payment Procedure. Philips' and Supplier's purchasing terms are listed in
Exhibit G SMI Agreement and the Philips' Purchase Order Terms and
Conditions attached to each purchase order.

4.4 [****]. [****]. In addition, Philips may credit any amounts due under
this Agreement against future invoices.

4.5 Sales Taxes And Duties. Prices are exclusive of all taxes or duties after
delivery to the designated destination (other than taxes levied on
Supplier's income) that Supplier may be required to collect or pay upon
shipment of the OEM Products. Any such taxes or duties must appear as a
separate item on Supplier's invoice. Philips agrees to pay such taxes or
duties unless Philips is exempt from such taxes or duties. Where
applicable, Philips will provide Supplier with an exemption resale
certificate.

5. NONCOMPLYING PRODUCTS

5.1 Repairs Or Replacement. Philips may elect in its sole discretion, subject
to the provisions of Article 18 below, to return a Noncomplying Product
for replacement at Supplier's expense. In addition, Philips may return
for replacement an entire lot of OEM Products if a tested sample of that
lot contains Noncomplying Products. In the event of an overshipment,
Philips may elect to keep the additional units, subject to the payment
procedures in Section 4.3.

5.2 Repair Period. Supplier will return the replacement OEM Products as soon
as possible but in no event later than [****] workdays after receipt of
the Noncomplying Product from Philips. Supplier's opportunity to cure any
failure to meet such deadline, pursuant to Article 18 below, will apply
to only one such breach per part number during the Term.

5.3 Product Defect. Supplier will notify Philips should a defect in any of
the OEM Products be found which it believes is likely to be associated
with an Epidemic Failure as set forth in Section 10.5 or cause a Safety
Standard Change as set forth in Section 7.5.

6. RETURN OF PRODUCTS

6.1 Return Materials Authorization. All OEM Products returned by Philips to
Supplier must be accompanied by a Return Materials Authorization ("RMA")
as noted in Exhibit D. Unless further verification is reasonably required
by Supplier, Supplier will supply an RMA within [****] of Philips'
request. Philips may return the OEM Product without an RMA if Supplier
fails to provide one.

6.2 Return Charges. All Noncomplying Products returned by Philips to
Supplier, and all replacement or repaired OEM Products shipped by
Supplier to Philips to replace Noncomplying Products, will be at
Supplier's risk and expense, including transportation charges (round trip
charges for replacement or repaired OEM Products).

6.3 Duty To Remove Marks Or Destroy Noncomplying Products. Supplier agrees
not to sell, transfer distribute or otherwise convey any part, component,
product or service bearing or incorporating Philips Marks, part numbers
or other identifiers, including any Philips packaging, copyrights or
code, to any party other than to Eligible Purchasers. Supplier will
remove from all rejected, returned or un purchased OEM Products any such
Philips Marks or identifiers, even if such removal would require
destruction of the OEM Products. Supplier further agrees not to represent
that such OEM Products are built for Philips or to Philips
specifications. Supplier will defend and indemnify Philips

Philips Confidential

against any claims, losses, liabilities, costs or expenses that Philips
may incur as a result of Supplier's breach of this obligation.

7. ENGINEERING PROCESS OR DESIGN CHANGES

7.1 Supplier Proposed Changes. Supplier will not, without the prior written
consent of Philips, make or incorporate in OEM Products any of the
following changes (collectively, "Engineering Changes"):

(1) Process or design changes;

(2) Geographical relocation of manufacturing processes; or

(3) Process step discontinuances affecting the electrical performance,
the mechanical form, fit, or function, the environmental
compatibility or chemical characteristics, software compatibility,
or the life, reliability, or quality of OEM Products.

7.2 Notice Of Proposed Change. Supplier will give Philips notice of any
proposed Engineering Change, and xxxx provide evaluation samples and
other appropriate information as specified by Philips at least 90 days
prior to the first proposed shipment of any OEM Products involving an
Engineering Change. Regardless of whether Philips approves a proposed
Engineering Change, Lead Time will not be changed except as provided in
Section 3.1 above.

7.3 Philips Proposed Changes. Philips may change Philips-supplied drawings,
designs, or Specifications at any time prior to manufacture of
corresponding released OEM Products. Any such change will be effective
upon notice to Supplier. If any such change reasonably and directly
affects the prices or delivery schedules of OEM Products, an equitable
adjustment will be made provided that Supplier makes a written claim for
an adjustment within 30 days from the date Philips gives notice to
Supplier of the change and Philips agrees in writing to the adjustment.

7.4 Option To Terminate. If the parties are unable to agree, acting
reasonably and in good faith, upon an adjustment pursuant to Section 7.3
above, Philips may without any liability terminate this Agreement as to
any OEM Products affected.

7.5 Safety Standard Changes. Supplier will immediately give notice to Philips
if any upgrade, substitution or other change to an OEM Product is
required to make that product meet applicable safety standards or other
governmental statutes, rules, orders or regulations, even those that are
not defined as Engineering Changes is Section 7.1 above. All affected OEM
Products already purchased by Philips may, at Philips' election, either
be returned to Supplier for upgrade to current revisions or upgraded by
Philips in the field pursuant to the procedures outlined in Section 10.7
below. If an OEM Product meets applicable safety standards and other
governmental requirements at the time of manufacture, Supplier will
absorb the costs of any subsequent upgrade; substitution or other
required change between the parties. If such discussions render no
equitable solution, the parties may either mutually agree to escalate the
matter to their respective vice presidents or general managers, as
applicable, or in the alternative, divide the costs equally between them.

7.6 Supplier Product Development. Supplier agrees to integrate Philips'
algorithm and software code into the OEM Products with NRE funding as
specifically identified in the addendums attached. Philips retains
ownership of the design of the OEM Products as adapted to work with the
[****] algorithm. Specific ownership rights are detailed in Section 1.6.
Supplier will be responsible for improvements to the design, manufacture
and verification of the OEM Products. Philips will be responsible for NRE
to complete product improvements above and beyond product specification.
Supplier agrees to supply Philips updateable software releases with
complete documentation to aid the Philips in updating the OEM Products.
Philips is responsible for using best efforts to fully implement all
Supplier provided software releases across the entire installed product
base in a timely manner. [****].

7.7 Philips Product Development. Philips will be available to support the
Supplier's efforts to integrate the [****] algorithm and as apart of the
acceptance testing of the adapted OEM Products (which include the [****]
algorithm), will test to verify that the Xxxxxx software and the OEM
Products continue to be compatible. It is understood by both parties that
the PC platforms to be tested include Windows 98, Windows 2000, and
Windows XP. Philips agrees to fund this testing as well as any
incremental regulatory approvals and localizations of the manuals that
are not covered in Exhibit A.

Philips Confidential

8. QUALITY

8.1 Quality Program. Supplier agrees to maintain an objective quality program
for all OEM Products. Supplier's program will be in accordance with the
current revision of Philips' Supplier Quality System Requirements, and if
applicable, any additional or substitute quality requirements agreed to
by the parties. Supplier will, upon Philips' request, provide to Philips'
copies of Supplier's program and supporting test documentation.

8.2 Philips' Right To Inspect. Philips has the right to inspect, at
Supplier's plant, the OEM Products and associated manufacturing
processes. Manufacturing processes may be inspected at any time during
the Term. Philips' inspection may be for any reason reasonably related to
this Agreement, including assuring Supplier's compliance with Philips'
requirements. Philips' right of inspection will apply as well to any
vendor or subcontractor of Supplier. Supplier will inform such vendors
or, subcontractors of Philips' right to inspect, and, if necessary, use
all reasonable effort to secure such rights for Philips.

8.3 Supplier's Right to Audit. Supplier has the right to audit, at Philips
repair facilities, the service and repair processes at any time during
the Term. Supplier's audit may be Philips compliance with Supplier's
service repair requirements. This includes any vendor of Philips. Philips
will inform such vendors of Supplier's right to audit.

9. WARRANTIES

9.1 Product Warranties. Supplier warrants that all OEM Products will:

(1) Be manufactured, processed, and assembled by Supplier or by
companies under Supplier's direction.

(2) Conform to the Product Specifications, and other criteria referred
to in this Agreement or agreed to by the parties in writing.

(3) Be new, except as otherwise provided by the parties.

(4) Conform strictly to the requirements of all Orders.

(5) Be free from defects in Supplier's design, material and workmanship.

(6) Be free and clear of all liens, encumbrances, restrictions, and
other claims against title or ownership.

(7) Not violate or infringe any third party Intellectual Property Rights
and Supplier warrants that it is not aware of any facts upon which
such claim could be made. If Supplier learns of any claim or any
facts upon which claim could be made, it will promptly notify
Philips of this information.

(8) The [****] 24 hour, 48 hours, and [****] labeled OEM products are
sold to Philips with the understanding that Philips will absorb the
cost of repair up to the repair rate identified in Section 10.5.

(9) Excluded from this Warranty are expendable supply items including,
but not limited to electrodes, lead wires, patient cables and
batteries. End user abuse of any kind is also excluded from the
limited warranty.

9.2 Epidemic Failure Warranty. In addition to the warranties specified above,
Supplier warrants all OEM Products against epidemic failure for a period
of three years after receipt of that OEM Product or the associated
Philips Product by Philips customers. An epidemic failure means the
occurrence of same failure in any [****] or [****]% of OEM Products,
within a one-year time frame.

10. SUPPORT SERVICES

10.1 General. Philips will provide Primary Support for the Products supplied
by Supplier. Supplier will provide Philips with Secondary Support as
outline in Exhibit D. Supplier will maintain such number of qualified
personnel as necessary to provide timely and knowledgeable maintenance
and support service. Supplier warrants that all Support will be provided
in a professional and workmanlike manner. However, in no event may
Supplier us Philips Confidential Information or Philips Property to
provide such support without Philips' prior consent.

Philips Confidential

10.2 New Philips Products. Upon request by Philips, Supplier will use all
reasonable efforts to provide Philips with the OEM Products adapted for
use with new releases of Philips Products within timeframes and at such
additional costs, if any, to be negotiated by the parties, provided that
Philips makes available to Supplier such Philips Property as may be
reasonably necessary for Supplier to develop any adaptation.

10.3 Philips Property. Philips may provide to Supplier Philips Property solely
for use in Supplier's manufacturing, testing, adapting and supporting the
OEM Products. This includes latest versions of Philips Analysis Software
for product development and testing. All Philips Property will be clearly
segregated from Supplier's property and identified as the sole property
of Philips. Philips Property may not be transferred, assigned, loaned or
otherwise encumbered in any way. Philips Property may be provided to
third parties for fulfillment of Supplier's obligations hereunder only
upon Philip's prior written consent. Philips property will be returned to
Philips, at Supplier's expense, upon termination of this Agreement.

10.4 Substitute Products. If Supplier develops any products that are more
efficient or less expensive than the comparable OEM Products available
under this Agreement, Philips will have the right to substitute the newer
products at the same price as the comparable OEM Products for all
subsequent purchases under this Agreement. Such substitute products must
be compatible with the current version of the Philips Products.

10.5 Failure Rate. Notwithstanding that the warranties given in Section 9.1
above apply to 100% of OEM Products, Supplier and Philips acknowledge
that the OEM Products are software based and it is expected that defects
will be addressed through software patches designed to be installed
directly by the Customers. Any defects that prohibit the normal use of
the OEM Products, as defined, or that require significant workarounds
must be addressed in a timely fashion, free of charge to all Customers
for the life of the OEM Products. A failure rate (as defined in Section
2.4) of [****]% per year or less is expected. If the actual failure rate
for OEM Products exceeds this expected rate, Supplier will provide
additional engineering and technical support as needed to bring the
actual failure rate within the specified failure rate. Supplier and
Philips will review this data quarterly. Complete documentation (as
attached to Exhibit D), and reporting of product failures, service,
repair, and any RMA documentation shall be reported monthly to Supplier
as per Supplier's written requirements. Defective materials, parts shall
be returned with documentation monthly by the tenth of each month to
Supplier for ongoing Quality Improvement initiatives.

10.6 Cost of Repair. The expected annualized failure rate is [****]%
(excluding customer abuse). Philips will absorb the cost of repair for
all products below that rate. Philips agrees to service, repair OEM
products in accordance with Supplier service and repair standards.
However, cost sharing for failure rate analysis will commence six months
after contract signature and final agreement of Supplier service/repair
form with monthly service/repair data is fully functional. Failed parts
will be sent with service forms to Supplier for product quality analysis
and continual quality improvement. After these conditions have been met
for every percentage point above [****]% that has been calculated at the
quarterly review the Supplier will cover the cost of parts and direct
labor costs of product repair above [****]% annualized failure rate until
the rate falls below [****]; (excluding any unit opened outside Supplier
factory after original ship date). This Cost of Repair basis assumes that
the actual measured failure rate during the period from Contract signing
until June 1, 2004 is around [****]%. If the actual failure rate is
substantively different Philips and the Supplier may renegotiate the
failure rate for cost of repair.

10.7 Class Failure Remedies. Upon the occurrence of any of the following
events: (i) a failure rate exceeding the rate specified in Section 10.5
above; (ii) an epidemic failure as described in Section 9.2; or (iii) a
safety standard change under Section 7.5 above (each referred to as a
"Class Failure"), Philips will have the following additional remedies for
a three-year period commencing upon receipt by Philips' end-user customer
of the OEM Product or the corresponding Philips Product.

(1) In the event of a Class Failure, Supplier will provide Philips no
later than [****] days following the Class Failure a root cause
analysis and corrective action plan. Philips will make available
such information and assistance reasonably required to allow
Supplier to conduct its root cause analysis and provide its
corrective action report.

(2) If, after review of the root cause analysis and corrective action
plan, Philips determines in its reasonable opinion that the Class
Failure necessitates a field stocking recall or customer based
recall or retrofit, Philips may then elect to have the OEM Products:
(i) updated by Supplier (via Customer installable updater); (ii)
replaced by Supplier in the field; or (iii) replaced by Philips in
the field, including products in distributor inventory and Philips'
installed base. If Philips chooses to perform a field repair,
Supplier will cover the costs of the Philips Support organization as
well as provide the appropriate replacement OEM Products, Parts or
upgrades free of charge to Philips. Such OEM Products, Parts or
upgrades will have the highest shipping priority.

Philips Confidential

(3) Except as provided in Section 7.5 above regarding safety standard
changes, Supplier will, within [****] days after completion of the
recalls or retrofits, reimburse Philips for its reasonable and
direct costs in performing such services.

10.8 Survival Of Support Obligations. Supplier's maintenance and support
obligations specified in this Section 10, and in the Support Terms in
Exhibit D will run for the Term and any additional periods under Section
1.3 above and will continue for a period of five years after Philips
ships the last Philips Product or an OEM Product. This obligation
includes making necessary Parts available to Philips, as further provided
in the Support Terms.

11. OBSOLESCENCE AND MANUFACTURING RIGHTS

11.1 Lifetime Buy Rights. Supplier acknowledges its obligation to manufacture,
supply and support the OEM Products without interruption for the Term.
If, however, after the first year of shipment of such products, Supplier
seeks to discontinue the supply or support of any OEM Product (a
"Discontinued Product"), Supplier will give notice to Philips no less
than [****] months in advance of the last date the Discontinued Product
can be ordered. After receipt of notice of discontinuance, Philips may,
at its option:

(1) Purchase from Supplier such quantity of the Discontinued Product as
Philips deems necessary for its future requirements; and

(2) Manufacture the Discontinued Product under the manufacturing rights
granted in Section 11.2 below, without payment to Supplier of any
royalties or other charges.

11.2 Philips' Right To Manufacture. Subject to the terms of Section 11.1
above, Supplier grants to, under Supplier's Intellectual Property
Rights, a perpetual, non-exclusive, worldwide, royalty-free license to
use, modify, reproduce, import, manufacture, distribute, offer for sale
and sell the Discontinued Product. Philips may sublicense these rights to
third parties, provided any such third party complies with the terms of
this license and any associated obligations of confidentiality. In the
event Philips elects to exercise this right:

(1) Supplier will release to Philips all Technical Information or other
materials deposited under the terms of the Deposit Agreement,
described below in Section 11.4, necessary for the manufacture of
the Discontinued Product. Philips will keep all Technical
Information confidential in accordance with the terms of Article 19
below. If Supplier has failed to place Technical Information in
escrow or to update the escrow as provided below, Philips might use
the measures described in paragraph (b) below to obtain such
information.

(2) Supplier will furnish to Philips all Technical Materials at their
book value within [****] days after Philips has notified Supplier of
its exercise of its rights under this Article 11. If the materials
are not delivered within this time period, Philips will have the
right to collect such materials at Supplier's plant or offices and
Supplier agrees to assist Philips in such collection. Philips will
pay amounts due on such materials within [****] days after receipt
of Supplier's invoice or receipt of the materials, whichever is
later. If Philips has to use measures to collect the materials
itself, it may deduct its costs from the book value of the
materials.

(3) Supplier will furnish to Philips within seven days after Philips'
written request, the names and addresses of Supplier's sources for
Parts not manufactured by Supplier, including the appropriate part
numbers for commercially available equivalents of electronic parts.
Supplier will use all reasonable efforts to ensure that Philips will
have the right to purchase all such Parts directly from Supplier's
vendors.

(4) Supplier will furnish to Philips without charge all Parts
catalogues, schematics, material lists, engineering change orders,
and other servicing documentation deemed necessary by Philips to
service and support the Discontinued Product.

(5) Supplier will assign to Philips any license rights it may have with
third parties for software, documentation or any intellectual
property used in the manufacture of the Discontinued Product.

11.3 Consulting Services. In support of Technical Information conveyed to
Philips, Supplier will provide:

(1) Up to [****] hours of consulting services, as required by Philips,
provided that Philips bears the cost of reasonable travel expenses;
and

Philips Confidential

(2) Additional consulting services at the rate of [****] per eight-hour
workday, plus reasonable travel expenses of those so engaged.

11.4 Escrow Agreement. At Philips' request and as security for the fulfillment
of Supplier's obligations under this Agreement, Supplier will deposit a
copy of the Technical Information, including any source code for all
software contained in the OEM Products (the "Deposit") pursuant to the
terms of Philips' standard Deposit Agreement, [attached as Exhibit F].
Philips will have the right to inspect and verify that the appropriate
Deposit of current and complete information is being made. Supplier will
update the Deposit on a regular basis, but no less than semi-annually,
and at least once immediately prior to Philips' exercise of its rights
hereunder.

12. TRAINING

12.1 Technical Training. Supplier will provide to Philips up to three
technical/service training sessions for up to one day each, sufficient to
allow Philips to become fully familiar with the technical/support
attributes, service, and repair requirements/standards for each new OEM
Product. Training will be at no charge to Philips. Supplier xxxx provide
product literature, learning products and service manuals for each new
OEM Product. Training may be conducted at the Supplier factory or at the
Philips repair center.

12.2 Sales Training. Supplier will develop for Philips to use with Customers a
computer based or web based training for use for each new OEM Product. In
addition Supplier will hold up to three sales training sessions for up to
one day each to allow Philips to become fully familiar with each new OEM
Product and its market. Training will be at no charge to Philips.
Supplier will provide product literature, learning products; laptop based
sales demonstration software, and all other sales tools that have been
created (such as PowerPoint presentations) for each new OEM Product.

12.3 Additional Training. Philips may further request and Supplier will
provide additional training at no charge as reasonably necessary to
inform Philips personnel of upgraded, enhanced or new versions of the OEM
Products. Other training will be provided upon mutually agreeable terms
and conditions.

12.4 Philips' Rights In Training Classes And Materials. Philips may at no
charge use, reproduce, modify, display and perform either internally or
for Philips' customers, all training classes, methods, and materials
supplied or developed by Supplier under this Agreement. Philips' use may
be in any manner Philips reasonably deems appropriate.

13. MARKETING AND LICENSING

13.1 Marketing Authority. Philips will have the authority to market the OEM
Products and the Philips Products containing the OEM Products to the
extent it deems appropriate, in its sole discretion. Without limiting the
generality of the foregoing sentence, nothing in this Agreement will be
construed or interpreted to place a "best efforts" obligation upon
Philips with respect to marketing the Philips Products or OEM Products or
preclude Philips from independently developing, purchasing, licensing, or
marketing any product which performs the same or similar function as the
OEM Products. Philips will have the right to use its own business and
license terms for all marketing and distribution of the OEM Products and
Philips Products.

13.2 No Rights In Marks. Except as otherwise specified in the private labeling
section below, nothing in this Agreement should be construed to grant
either party any rights in the Marks of the other party. Supplier
acknowledges, however, that Philips may use the name of Supplier and the
name of the OEM Products in advertising and marketing the OEM Products or
the Philips Products. The OEM Products will be affixed with copyright
notices sufficient to give notice as to the rights of the parties in
their respective products.

13.3 Private Labeling. If Philips decides during the Term to create Philips
private label versions of the OEM Products, Supplier will ensure that the
OEM Products contain the Philips Marks, serial number format and
packaging specified by Philips and conforming to Philips specifications
for external appearance (which will not require any material change in
form or dimensions of the OEM Products or require commercially
unreasonable actions). Except as provided herein, Supplier will have no
other right or license in any Philips and are Philips private labels.

13.4 Software License. If the OEM Products include Software, Supplier hereby
grants to Philips, under Supplier's Intellectual Property Rights in such
Software, a non-exclusive, worldwide, fully paid-up license to use,
import, offer for sale and distribute the Software in object code form as
integrated with the OEM Products or the Philips Products. These rights
will extend to Philips Subsidiaries and third party channels of
distribution.

Philips Confidential

13.5 Documentation License. Supplier hereby grants Philips a non-exclusive,
non-transferable, worldwide, fully paid up license to use, reproduce,
distribute and prepare derivative works in Philips' name all
Documentation and other information, other than confidential information,
furnished by Supplier under this Agreement. Philips may reproduce such
Documentation without Supplier's logo or other identification of source,
subject to affixing copyright notices to all copies of Documentation.
These rights with respect to the Documentation will extend to Philips
Subsidiaries and third party channels of distribution.

14. INTELLECTUAL PROPERTY PROTECTION

14.1 Supplier's Duty To Defend. Except as provided in Section 14.4 below,
Supplier will defend and hold harmless Philips and its Subsidiaries,
Subcontractors and customers from any claim that any OEM Product, any
combination of an OEM Product with an Philips Product, any Software,
Documentation or a Supplier Xxxx, or any product provided as part of
Supplier's Support services constitutes an unauthorized use or
infringement of any third party's Intellectual Property Rights. Supplier
will pay all costs; damages and expenses (including reasonable attorneys'
fees) incurred by Philips, its Subsidiaries, Subcontractors or customers
and will pay any award with respect to any such claim or agreed to in any
settlement of that claim.

14.2 Philips' Duty To Notify. Philips will give Supplier prompt notice of any
such claim or action, and will give Supplier the authority, information,
and reasonable assistance (at Supplier's expense) necessary to defend. If
Supplier does not diligently pursue resolution of the claim nor provide
Philips with reasonable assurances that it will diligently pursue
resolution, then Philips may, without in any way limiting its other
rights and remedies, defend the claim.

14.3 Remedies For Infringing Products. If the use or combination of any
product provided hereunder is enjoined (the "Infringing Product"),
Supplier will, at its sole expense and option:

(1) Procure for Philips and its customers the right to continue using or
combining the Infringing Product;

(2) Replace the Infringing Product with a non-infringing product of
equivalent function and performance; or

(3) Modify the Infringing Product to be non-infringing, without
detracting from function or performance.

14.4 Limitations. Supplier will be relieved of its indemnification obligations
under this Article 14 to the extent that the claim arises solely and
directly from Supplier's compliance with an Philips Specification
provided that all implementations of that Specification constitute an
unauthorized use or infringement of a third party Intellectual Property
Right.

15. COUNTRY OF MANUFACTURE AND DUTY DRAWBACK RIGHTS

15.1 Country Of Origin Certification. Upon Philips' request, Supplier will
provide Philips with an appropriate certification stating the country of
origin for OEM Products, sufficient to satisfy the requirements of the
customs authorities of the country of receipt and any applicable export
licensing regulations, including those of the United States.

15.2 Country Of Origin Marking. Supplier will xxxx each OEM Product, or the
container if there is no room on the OEM Product, with the country of
origin. Supplier will, in marking OEM Products, comply with the
requirements of the customs authorities of the country of receipt.

15.3 Duty Drawback. If OEM Products delivered under this Agreement are
imported, Supplier will when possible allow Philips to be the importer of
record. If Philips is not the importer of record and Supplier obtains
duty drawback rights to OEM Products, Supplier will, upon Philips'
request, provide Philips with documents required by the customs
authorities of the country of receipt to prove importation and to
transfer duty drawback rights to Philips.

16. GOVERNMENTAL COMPLIANCE

16.1 Duty To Comply. Supplier agrees to comply with all federal, state, local
and foreign laws, rules, and regulations applicable to its performance of
this Agreement or to OEM Products. Without limiting the generality of the
foregoing sentence, Supplier represents that:

(1) Supplier will comply with all equal employment opportunity and
non-discrimination requirements prescribed by Presidential Executive
Orders, including the requirements of Executive Order 11246, the
Vocational Rehabilitation Act, and the Vietnam Era Veterans'
Readjustment Assistance Act.

Philips Confidential

(2) Each chemical substance contained in OEM Products is on the
inventory of chemical substances compiled and published by the
Environmental Protection Agency pursuant to the Toxic Substances
Control Act;

(3) All OEM Products will be shipped in conformance with government or
freight regulations and requirements applicable to chemicals; and

(4) Supplier will provide complete and accurate material safety data
sheets prior to shipping any OEM Product.

16.2 Procurement Regulations. For OEM Products purchased under this Agreement
for incorporation into products to be sold under a federal contract or
subcontract, those applicable procurement regulations that are required
by federal statute or regulation to be inserted in contracts or
subcontracts will be deemed incorporated in this Agreement and made to
apply to all Orders.

16.3 Ozone Depleting Substances. Supplier hereby certifies that no OEM Product
nor any component of any OEM Product:

(1) Contains any "Class I Substance" or "Class 2 Substance", as those
term are defined in 42 USC Section 767: and implementing regulations
of the United States Environmental Protection Agency at 40 CFR Part
82; as now in existence or hereafter amended; or

(2) Has been manufactured with a process that uses any Class or Class 2
Substance within the meaning of 42 USC Section 7671 and implementing
regulations of the United States Environmental Protection Agency at
40 CFR Part 82, as now in existence or hereafter amended.

17. FORCE MAJEURE EVENTS

17.1 Delaying Causes. Subject to the provisions of this Article, Supplier will
not be liable for any delay in performance under this Agreement caused by
any "act of God" or other cause beyond Supplier's control and without
Supplier's fault or negligence (a "delaying cause"). Notwithstanding the
above, Supplier will not be relieved of any liability for any delay or
failure to perform its defense obligations with respect to third party
Intellectual Property Rights or furnish remedies for Infringing Products
as described in Article 14 above.

17.2 Philips Option. Supplier will immediately give Philips notice of any
delaying cause and its best estimate of the expected duration of such
case. In the event of a delaying cause, Philips agrees to work with
Supplier to resolve the delay in a reasonable timeframe acceptable to
both parties. If agreement is not reached, Philips may act in its sole
discretion to:

(1) Terminate this Agreement or any part hereof as to OEM Products not
shipped; or

(2) Suspend this Agreement in whole or in part for the duration of the
delaying cause, buy similar products elsewhere, and deduct from any
quantities specified under this Agreement the quantity so purchased.

17.3 Resumption Of Agreement. If Philips elects to purchase other similar
products in the event of a delaying cause, Philips may resume performance
under this Agreement once the delaying cause ceases and extend the Term
up to the length of time the delaying cause endured. Unless Philips gives
notice of termination as provided above within 30 days after notice from
Supplier of the delaying cause, Philips will be deemed to have elected to
suspend this Agreement for the duration of the delaying cause.

18. EVENTS OF DEFAULT

18.1 Notice Of Breach. If either party is in breach of any provision of this
Agreement, the non-breaching party may, by notice to the breaching party,
except as otherwise prohibited by the United States bankruptcy laws,
terminate the whole or any part of this Agreement or any Order, unless
the breaching party cures the breach within 30 days after receipt of
notice.

18.2 Causes Of Breach. For purposes of Section 18.1 above, the term "breach"
includes without limitation any:

(1) Proceeding, whether voluntary or involuntary, in bankruptcy or
insolvency by or against a party;

Philips Confidential

(2) Appointment, with or without a party's consent, of a receiver or an
assignee for the benefit of creditors;

(3) Failure by Supplier to make a delivery of OEM Products in accordance
with the requirements of this Agreement or any Order;

(4) Failure by Supplier to replace or repair Noncomplying Products in a
timely manner as required by Article 5 above; or

(5) Other failure by a party to comply with any material provision of
this Agreement with additional failure to provide the non-breaching
party, upon request, with reasonable assurances of future
performance.

18.3 Philips' Rights Upon Breach by Supplier for Cause. In the event Philips
terminates this Agreement in whole or in part as provided above, in
addition to any other remedies provided Philips under this Agreement,
Philips may procure, upon such terms and in such manner as Philips
reasonably deems appropriate, products similar to the OEM, Product as to
which this Agreement is terminated. Supplier agrees to reimburse Philips
upon demand for all additional costs incurred by Philips in purchasing,
qualifying and testing such similar products. Supplier further agrees to
continue the performance of this Agreement to the extent not terminated
under the provisions of this Section.

18.4 Purchase Hold. If any Eligible Purchaser having the right to purchase an
OEM Product under this Agreement or under any other agreement with
Supplier believes in good faith that an OEM Product is defective, then,
irrespective of any other rights provided Philips hereunder, Philips may
implement a purchase hold to suspend purchases of such OEM Products
without any liability. Such purchase hold may be removed if Philips
reasonably believes that Supplier has taken sufficient action to correct
the defect or given sufficient assurances that such defect will be
corrected within a reasonable time.

19. CONFIDENTIAL INFORMATION

19.1 Confidential Information. During the Term, a party (the "Recipient") may
receive or have access to certain information of the other party (the
"Discloser") that is marked as "Confidential Information," including,
though not limited to, information or data concerning the Discloser's
products or product plans, business operations, strategies, customers and
related business information. The Recipient will protect the
confidentiality of Confidential Information with the same degree of care
as the Recipient uses for its own similar information, but no less than a
reasonable degree of care, under the terms of the Confidential Disclosure
Agreement attached as Exhibit E (the "CDA"). To the extent any term of
this Agreement conflicts with any term in the CDA, the terms of this
Agreement will control and take precedence. Confidential Information may
only be used by those employees of the Recipient who have a need to know
such information for the purposes related to this Agreement. The parties
acknowledge that all Technical Information and Forecasts are deemed
Confidential Information to be protected for a term of three years from
the date of disclosure.

19.2 Exclusions. The foregoing confidentiality obligations will not apply to
any information that is (a) already known by the Recipient prior to
disclosure, (b) independently developed by the Recipient prior to or
independent of the disclosure, (c) publicly available through no fault of
the Recipient, (d) rightfully received from a third party with no duty of
confidentiality, (e) disclosed by the Recipient with the Discloser's
prior written approval, or (f) disclosed under operation of law.

20. INSURANCE REQUIREMENTS

20.1 Insurance Coverage. Supplier will maintain Comprehensive or Commercial
General Liability Insurance (including but not limited to premises and
operations, products and completed operations, broad form contractual
liability, broad form property damage and personal injury liability) with
the following minimum limits:

Comprehensive General Liability: $1,000,000 combined single limit
Bodily Injury/Property Damage per occurrence and $1,000,000
Products/Completed Operations Aggregate.

Commercial General Liability: $1,000,000 combined single limit Bodily
Injury/Property Damage per occurrence; and $1,000,000 General
Aggregate (where applicable); $1,000,000 Products/Completed
Operations Aggregate; and $1,000,000 Personal/Advertising Injury.

Philips Confidential

Coverage provided will extend to Supplier's legal liabilities that may
arise from use of the OEM Products or acts or omissions of Supplier under
this Agreement. Each policy obtained by Supplier will name Philips, its
officers, directors and employees as additional insureds. In addition,
such policies will permit Supplier to waive, on its own behalf and on
behalf of its insurers, any rights of subrogation against Philips.

Such insurance policies will be written with appropriately licensed and
financially responsible insurers, and will provide for a minimum of 30
days written notice to Philips of any cancellation or reduction in
coverage. Certificates of insurance evidencing the required coverage and
limits will be furnished to Philips before any work is commenced
hereunder, and Supplier will deliver copies of policies or certificates
to the Philips contact listed in Exhibit C.

20.2 Claims Made Coverage. If any policies have "claims made" coverage,
Supplier will maintain such coverage with named as an additional insured
for a minimum of three years after termination of this Agreement. Any
such coverage must have a retroactive date no later than the date upon
which work commenced under this Agreement.

20.3 Additional Requirements. All deductibles on policies providing coverage
will be paid by Supplier. In the event Supplier is self insured for
matters described in Section 20.1, Supplier agrees to respond to any
claims or losses made against or incurred by Philips in the same fashion
as if insurance had been purchased with the same or broader coverage
terms than what is generally available to similar suppliers. In no event
will the coverages or limits of any insurance required under this
Article, or the lack or unavailability of any other insurance, be deemed
to limit or diminish Supplier's obligations or liability to Philips under
this Agreement.

21. LIMITATION OF LIABILITY

UNLESS OTHER WISE STATED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE
FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER ARISING OUT OF ANY
PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR
OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE
BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE,
SUPPLIER WILL BE RESPONSIBLE FOR ANY DAMAGES OF ANY KIND INCLUDED IN AN
AWARD OR SETTLEMENT OF A THIRD PARTY CLAIM UNDER ARTICLE 14 ABOVE.

22. TERMINATION

22.1 Outstanding Orders. All Orders issued prior to the expiration of this
Agreement must be fulfilled pursuant to and subject to the terms of this
Agreement, even if the Delivery Dates are after expiration. Upon
termination of this Agreement for Supplier's breach, Philips may cancel
any outstanding Order or require Orders to be fulfilled even if a
Delivery Date is after the date of termination.

22.1 Return Of Property. Supplier must return all Philips Property to Philips
upon expiration or termination. All such property must be in good
condition, normal wear and tear expected. Philips will determine the
manner and procedure for return. Philips will bear all return freight
costs if return is due to Philips convenience or an uncured breach by
Philips. Otherwise, Supplier will bear all such costs.

22.2 Surviving Provisions. Notwithstanding the expiration or early termination
of this Agreement, the provisions regarding Warranties in Article 9,
Support in Article 10, Manufacturing Rights in Article 11, Marketing and
Licensing in Article 13, Intellectual Property in Article 14,
Confidentiality in Article 19, Insurance Requirements in Article 20,
Limitation of Liability in Article 21, and the Miscellaneous provisions
below will each survive in accordance with their terms.

23. MISCELLANEOUS

23.1 Notices. All notices to be given under this Agreement must be in writing
addressed to the receiving party's designated recipient specified in
Exhibit C. Notices are validly given upon the earlier of confirmed
receipt by the receiving party or three days after dispatch by courier or
certified mail, postage prepaid, properly addressed to the receiving
party. Notices may also be delivered by telefax and will be validly given
upon oral or written confirmation of receipt. Either party may change its
address for purposes of notice by giving notice to the other party in
accordance with these provisions.

23.2 Exhibits. Each Exhibit attached to this Agreement is deemed a part of
this Agreement and incorporated herein wherever reference to it is made.

Philips Confidential

23.3 Independent Contractors. The relationship of the parties established
under this Agreement is that of independent contractors and neither party
is a partner, employee, agent or joint venturer of or with the other.
Nothing in this Agreement precludes either party from independently
developing, manufacturing, selling or supporting products similar to the
OEM Products.

23.4 Assignment. Neither this Agreement nor any right, license, privilege or
obligation provided herein may be assigned, transferred or shared by
either party without the other party's prior written consent, and any
attempted assignment or transfer is void. Any merger, consolidation,
reorganization, transfer of substantially all assets of a party, or other
change in control or ownership will be considered an assignment for the
purposes of this Agreement {other than an Philips merger into a wholly
owned subsidiary}. This Agreement will be binding on the successors and
permitted assigns of the parties and the name of the party appearing
herein will be deemed to include the names of such party's successors or
permitted assigns to the extent necessary to carry out the intent of this
Agreement.

23.5 No Waiver. The waiver of any term, condition, or provision of this
Agreement must be in writing and signed by an authorized representative
of the waiving party. Any such waiver will not be construed as a waiver
of any other term, condition, or provision except as provided in writing,
nor as a waiver of any subsequent breach of the same term, condition, or
provision.

23.6 Reference To Days. All references in this Agreement to "days" will,
unless otherwise specified herein, mean calendar days.

23.7 Headings. The Section headings used in this Agreement are for convenience
of reference only. They will not limit or extend the meaning of any
provision of this Agreement, and will not be relevant in interpreting any
provision of this Agreement.

23.8 No Publication. Neither party may publicize or disclose to any third
party, without the written consent of the other party, the terms of this
Agreement. Without limiting the generality of the foregoing sentence, no
press releases may be made without the mutual written consent of each
party.

23.9 Severability. If any provision in this Agreement is held invalid or
unenforceable by a body of competent jurisdiction, such provision will be
construed, limited or, if necessary, severed to the extent necessary to
eliminate such invalidity or unenforceability. The parties agree to
negotiate in good faith a valid, enforceable substitute provision that
most nearly effects the parties' original intent in entering into this
Agreement or to provide an equitable adjustment in the event no such
provision can be added. The other provisions of this Agreement will
remain in full force and effect.

23.10 Entire Agreement. This Agreement comprises the entire understanding
between the parties with respect to its subject matters and supersedes
any previous communications, representations, or agreements, whether oral
or written. For purposes of construction, this Agreement will be deemed
to have been drafted by both parties. No modification of this Agreement
will be binding on either party unless in writing and signed by an
authorized representative of each party.

23.11 Governing Law. This Agreement will be governed in all respects by the
laws USA without reference to any choice of laws provisions.

APPROVED AND AGREED TO:

SUPPLIER: PHILIPS TECHNOLOGIES, INC.

By: /s/ Xxxxx X. Xxxxxxxxxxx By: [****]
-----------------------------------

Typed Name: Xxxxx X. Xxxxxxxxxxx Typed Name: [****]
--------------------

Title: Vice President/General
Title: President and CEO Manager - [****]
----------------- -------------------------------

Philips Confidential

EXHIBIT A - EXISTING OEM PRODUCTS AND SPECIFICATIONS

------------------------------ ---------------------- --------------------------
PHILIPS SUPPLIER PRODUCT NAME
PART NO. PART NO.
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------
[****] [****] [****]
------------------------------ ---------------------- --------------------------

ACCESSORIES / SPARES / EVENT RECORDERS / SCANNERS

LANGUAGES: English, Spanish, French, German, Italian and Dutch. All languages
are included on each recorder.

Philips Confidential

EXHIBIT B - EXISTING OEM PRODUCTS SUPPLIER PRICING
OCTOBER 1, 2003

---------------------------- ------------------ -------------------------------------------- -----------------------
PHILIPS SUPPLIER PRODUCT NAME PHILIPS COST
PART NO. PART NO.
---------------------------- ------------------ -------------------------------------------- -----------------------

[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------
[****] [****] [****] [****]
---------------------------- ------------------ -------------------------------------------- -----------------------

ACCESSORIES AND SPARES

------------------------------- ------------------- --------------------------------------------- ----------------------
PHILIPS SUPPLIER PRODUCT NAME PHILIPS COST
PART NO. PART NO.
------------------------------- ------------------- --------------------------------------------- ----------------------

[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------
[****] [****] [****] [****]
------------------------------- ------------------- --------------------------------------------- ----------------------

Philips Confidential

EXHIBIT C- RECIPIENTS FOR RECEIPT OF NOTICES

[****]
Materials Manager
Philips Medical Systems
0000 X. Xxxx Xxx.
Xxxxxx, XX 00000
(000) 000-0000 phone
(000) 000-0000 fax

Xxxxxx Xxxxxxxxxxx
President & CEO
BRAEMAR, Inc.
00000 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
(000) 000-0000 phone
(000) 000-0000 fax

Philips Confidential

EXHIBIT D -SUPPORT TERMS

[****]

Philips Confidential

EXHIBIT E - CONFIDENTIAL DISCLOSURE AGREEMENT

PHILIPS CONFIDENTIAL DISCLOSURE AGREEMENT

--------------------------------------------------------------------------------

Effective Date: 4/1/02

The parties as specified below agree on the following terms:

I. DEFINITION OF CONFIDENTIAL INFORMATION

In this Agreement, Confidential Information shall mean information
exchanged on or after the Effective Date, which:
is disclosed by both parties, or, if checked here, is disclosed only by
Participant or only by Philips, concerns WIRELESS CONNECTIVITY, [****]
ALGORITHM AND XXXXXX FORECAST/FUTURE PLANS AND EVENT RECORDER FUTURES is
MARKED AS BEING CONFIDENTIAL at the time of disclosure, or if unmarked
(e.g. orally or visually disclosed), is designated as being confidential
at the time of disclosure and is confirmed as such in writing by the
disclosing party within thirty days of the disclosure, and prior to
receipt from the disclosing party was neither publicly available nor in
the receiving party's possession without a duty of confidentiality.
Information shall cease to qualify as Confidential Information once it
becomes publicly available without breach of this Agreement, is
rightfully obtained by the receiving party from another source without a
duty of confidentiality, or is independently developed or ascertained by
the receiving party.

1. In this Section 1, the term 'receiving party' shall include such party's
Associates. An Associate is any subsidiary, parent, subsidiary of the parent, or
corporate affiliate of a receiving party, whether any such relationship is of
direct or indirect nature.

II. OBLIGATIONS

1. Confidential Information may only be used:
(a) if received by Participant or its Associates, for the purpose of:
DEVELOPING FUTURE PRODUCT PLANS AND ENHANCING THE PARTNERSHIP. THIS
INFORMATION IS ACCEPTED "AS IS" PHILIPS MEDICAL SYSTEMS MAKES NO
WARRANTY, EXPRESSED OR IMPLIED TO THE FITNESS OF THIS INFORMATION FOR
ANY PURPOSE. NO SUPPORT, TECHNICAL OR OTHERWISE, WILL BE PROVIDED BY
PHILIPS MEDICAL SYSTEMS IN CONNECTION WITH THE USE OF THIS
INFORMATION, AND PHILIPS MEDICAL SYSTEMS DOES NOT GUARANTEE THAT THIS
APPLICATION WILL FUNCTION.

(b) if received by Philips or its Associates, for the purpose of:

2. A party receiving Confidential Information shall use the same degree of
care, but in any case no less than a reasonable degree of care, to
prevent unauthorized use, dissemination or publication thereof, as it
uses to protect its own information of a similar confidential nature.

3. The obligations under this Section II shall terminate three years or,
if filled in here, then 10 years after the Effective Date.

III. WARRANTIES

4. A receiving party may pass Confidential Information to its Associates
and hereby warrants that these Associates will abide by all terms and
conditions of this Agreement.

5. Each party warrants that it has the right to make the disclosures under
this Agreement.

Philips Confidential

6. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT.
CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH NO WARRANTY AS TO ITS
ACCURACY OR COMPLETENESS.

IV. MISCELLANEOUS

7. Without regard to choice of law provisions, this Agreement is governed
by and will be construed in accordance with the laws of the State of
New York and the USA or, if filled in here, then the laws of:_______

8. Neither party acquires any intellectual property rights under this
Agreement except the rights granted in Section 11.1.

9. This Agreement imposes no obligation on either party to purchase, sell,
license, transfer or otherwise dispose of any technology, services or
products.

10. This Agreement does not create any agency or partnership relationship.

Philips Participant

Philips Medical Systems North America Company Company Name: BRAEMAR, Inc

Address: [****] Address: 00000 Xxxx Xxxxx

Address: [****], [****] Address: Xxxxxxxxxx, XX 00000
Functional Mgr.'s Signature:
Authorized Signature: /s/ Xxxxx Xxxxxxxxxxx

Printed Name: [****] Printed Name: Xxxxxx Xxxxxxxxxxx

Title, Entity/Division: Marketing/OP Manager [****] Title: Vice President and General Manager

Philips Confidential

EXHIBIT F- THREE PARTY ESCROW AGREEMENT

AND

AMONG

PHILIPS MEDICAL SYSTEMS,

BRAEMAR, INC.

AND
[****]

DATED

OCTOBER 1, 2003

Philips Confidential

THREE PARTY ESCROW AGREEMENT

Account Number: __________________________

THIS ESCROW AGREEMENT is entered into by and among, [****] ESCROW SERVICES,
INC., a Delaware corporation located at [****], Xxx Xxxxx, XX 00000 ("[****]");
BRAEMAR, Inc., a corporation with offices at 00000 Xxxx Xxxxx, Xxxxxxxxxx, XX
00000 ("Supplier") and Philips Medical Systems, a Delaware corporation with
principal offices at Philips, [****] [****] ("[****]").

AGREEMENT

The parties hereby agree as follows:

1. GENERAL. This Escrow Agreement is entered into in furtherance of the
provisions and objectives of that certain OEM Purchase Agreement
effective as of September 1, 2003 between Philips and Supplier (the
"Master Agreement") regarding supply of those products specified in
such Master Agreement ("Product(s)"). This Escrow Agreement is
effective as of (the "Effective Date"). Contrary terms contained in the
Master Agreement will supersede and take precedence over the terms
contained in this Escrow Agreement.

2. DEPOSIT.

2.1 Supplier will deposit with [****] those materials specified in
Exhibit I (the "Deposit"), and keep the Deposit at the current
revision level on a quarterly basis commencing with the
Effective Date. All Deposits will be in either printed or
machine-readable format. The Deposit must also include current
regulatory concurrence letters.

2.2 In addition, during the initial or any renewal term of this
Escrow Agreement, Supplier will promptly update the Deposit
whenever Supplier issues a new version or release of the
product that is the subject matter of the Master Agreement, or
otherwise makes any revisions or changes to its manufacturing
process relating to the Deposit. Supplier also agrees to
comply with [****]'s reasonable requests for the replacement
of Deposit materials likely to physically degrade.

2.3 [****] will destroy any replaced Deposit unless Philips
instructs [****] to retain it within twenty (20) days of
notice from [****] of such replacement. Retention of the
replaced Deposit may incur an additional fee, as specified in
[****]'s fee schedule.

3. VERIFICATION AND DELIVERY. The Deposit will be packaged for storage as
reasonably instructed by [****] and accompanied by a cover sheet
identifying the contents as indicated in Exhibit 2. Risk of loss or
damage to the Deposit during shipment will lie with the party sending
it. Philips will have the right to verify, at Supplier's site, each
Deposit before shipment. Supplier will give Philips fifteen (15) days
advance written notice and opportunity to inspect, witness
compilation, test and otherwise reasonably assure itself of the
contents of the Deposit to be shipped. Philips may authorize a third
party to act in its place, provided that the third party agrees to any
confidentially obligations assumed by Philips in the Master Agreement.
Supplier hereby grants Philips and [****], free of charge, the right
to use the facilities of Supplier, including its computer systems, to
verify the Deposit. Supplier will make available technical support
personnel as necessary to verify the Deposit.

Philips Confidential

4. STORAGE OF DEPOSIT. [****] will safe keep the Deposit in a security
vault and exercise the same high standard of care to protect the
Deposit which [****] would use to protect other items of this nature
which [****] might hold, but in no event less than that standard of
care customary in the industry.

5. USE AND NONDISCLOSURE. Except as provided in this Escrow Agreement,
[****] will not disclose or make any use of the Deposit, nor will
[****] disclose or make use of any confidential information provided to
[****] by Supplier or Philips in connection with this Escrow Agreement
without the prior written consent of Supplier or Philips, respectively.
These obligations will continue indefinitely notwithstanding
termination of this Escrow Agreement.

6. RECORDS AND AUDIT RIGHTS. [****] will keep complete written records of
the activities undertaken and materials prepared pursuant to this
Escrow Agreement. Upon reasonable notice to [****] during the term of
this Escrow Agreement, Supplier and Philips will be entitled to inspect
the records of [****] with respect to this Escrow Agreement at
reasonable times during normal business hours at [****]'s facilities
and to inspect the Deposit required then to be held by [****];
Provided, however, that Supplier shall be given the opportunity to be
present whenever Philips inspects the Deposit.

7. RELEASE OF DEPOSIT

7.1. The Deposit will be released to Philips upon the occurrence of any
of the following events:

Failure of Supplier, within ninety (90) days after Philips'
giving notice, to fulfill a material obligation as required in
the Master Agreement (e.g. manufacturing, required engineering
changes, support);

Failure of Supplier, within (90) days after Philips' giving
notice, to fulfill its obligations to update the Deposit as
required hereunder;

Immediately upon breach by Supplier of Section 11.6 or 11.7 of
the Master Agreement;

Failure of the Supplier to continue to do business in the
ordinary course;

Unless prohibited by law, the filing of a petition by or against
Supplier for relief under the United States Bankruptcy Code; a
general assignment for the benefit of creditors by Supplier; the
appointment of a general receiver or trustee in bankruptcy for
Supplier's business or property; or action by Supplier under any
state insolvency or similar law for the purpose of its
bankruptcy, reorganization, or liquidation. However, the
occurrence of the described events will not apply if, within
thirty days thereafter, Supplier (including its receiver or
trustee in bankruptcy) provides assurances, reasonably
satisfactory to Philips, of Supplier's continuing ability and
willingness to fulfill all of its material obligations under the
Master Agreement; or

The occurrence of a force majeure, event relating to an
obligation of Supplier under the Master Agreement uncured within
120 days after its occurrence.

7.2 If Philips notifies [****] of the occurrence of a release
condition as defined above, and a request for release, [****]
will immediately notify Supplier and provide Supplier with a copy
of the notice from Philips. Supplier will have ten (10) business
days from the date [****] sends its notice to notify [****], with
a copy to Philips, that the release condition has not occurred or
has been cured. Failing such timely notice, [****] will release a
copy of the Deposit to Philips. However, if [****] receives
timely notice from Supplier, [****] will not, unless Philips
exercises its rights to the procedures as specified below in
Section 9,

Philips Confidential

release a copy of the Deposit but will instead institute the
Dispute Resolution Process in Section 10 within ten (10) business
days of such timely notice.

8. RELEASE PENDING DETERMINATION. In the event that Philips, despite
Supplier's assertion otherwise, determines in good faith that an
uncured release condition has occurred, then Philips will have the
right to demand immediate release of the Deposit, subject to the
following. Prior to the release of the Deposit, Philips will be
required to post a bond with Supplier, payable to Supplier, in an
amount to be mutually agreed not to exceed the total amount Philips
would owe Supplier under the Master Agreement with respect to the
Product that is subject of the Deposit. Should the Dispute Resolution
Process ultimately determine that an uncured release condition has in
fact not occurred, then Philips will immediately return the Deposit to
[****] and Philips will release the bond to Supplier. Philips'
aggregate liability to Supplier under this Article for causing a
release of the Deposit under this Section 8 based on an alleged
uncured release condition which has in fact not occurred will be
limited to the sum of: (a) the $1,000 royalties for each [****] and
[****] Software Kit payable to Supplier in accordance with Section
12.2 of the Master Agreement; and (b) $2,000 for each [****] and $500
for each [****] Software Kit which is sold by Philips after such
release of the Deposit.

9. DISPUTE RESOLUTION PROCESS. [****] will first notify Supplier and
Philips in writing of contrary instructions from Philips and Supplier
for release of the Deposit. Within ten (10) business days after the
date the notice is sent by [****], three neutral, independent
arbitrators will be appointed from a list supplied by either the
American Arbitration Association or JAMS Endispute, one each by
Supplier, Philips and [****]. Each party will notify the others of its
arbitrator's identity within the ten-day (10) period or forfeit its
right to appoint one.

On the tenth (10th) business day after the dispute notice from [****]
notifying Supplier and Philips of the receipt of contrary instructions,
the arbitrators will meet at the offices of [****] and will hear
testimony and other evidence that Supplier and Philips may wish to
present with respect to the dispute. The meetings will proceed with at
least two appointed arbitrators who attend the meetings, and will be
conducted from 8:00 am. to 5:00 p.m. on no more than five (5)
consecutive business days, national holidays excluded. Philips will
present up to two days of evidence followed by up to two days of
presentation from Supplier, followed by a final day reserved for
rebuttal by each party in the morning and afternoon, respectively.
Supplier, Philips and [****] agree that the evidence and, results of
the hearings will not be disclosed to third parties.

Within two (2) business days after the close of the presentations, the
arbitrators will resolve the dispute by majority vote. An abstention
will be deemed a vote in favor of release. The parties agree that this
decision will be final, binding, not subject to appeal and enforceable
by a court of competent jurisdiction. All costs of the arbitrators will
be borne by the unsuccessful party.

10. JOINT RELEASE. Philips and Supplier may, by joint written instruction
to [****], authorize the release of the Deposit or a copy of it to the
party named in the instruction.

11. RIGHTS IN THE DEPOSIT

11.1 [****]'s Rights. Supplier hereby grants to [****] ownership of
and title to those physical copies of the Deposit delivered to
[****] subject to [****]'s agreement to use, reproduce and
release the Deposit only as necessary to fulfill its
obligations under this Escrow Agreement.

11.2 Philips' Rights. Supplier hereby grants to Philips a present
license in the intellectual property content of the Deposit,
exercisable upon release of the Deposit by [****] to Philips.
Philips' license is worldwide, non-exclusive and royalty
bearing in accordance with Section 12.2 of the Master
agreement. Philips' license is Limited in duration to the term
of the Master Agreement, as may be renewed. Philips' license
is restricted to the furtherance of Philips' rights or
fulfillment of Supplier's obligations as set forth in the
Master Agreement, as may be amended or extended. If the Master
Agreement is terminated before, concurrently with or after the
exercise of Philips' right to access the Deposit under this
Escrow Agreement, the duration and scope of the foregoing
license will be interpreted as if the Master Agreement was not
so terminated. The foregoing license includes the right to
reproduce, translate, modify and distribute copies,

Philips Confidential

translations, derivative works, compilations and collective
works of any Deposit user documentation or software (in
machine-readable form only). For all other intellectual
property content of the Deposit, Philips' license includes the
right to make, have made, use, sell, import, offer for sale
and distribute products based on the Deposit under any
intellectual property right including patent, copyright, mask
work, trade secret or other similar right. In all cases,
Philips' license includes the right to use subcontractors or
sublicensees provided they comply with any confidentiality
obligations assumed by Philips in the Master Agreement. In
addition, Supplier grants to Philips the right to use the
materials from Supplier's vendors and subcontractors
reasonably required for the manufacture, support and
distribution of the products to Which the Deposit relates
("Related Materials") or Will use its best efforts to allow
Philips to procure the Related Materials from Supplier's
vendors and subcontractors. Philips will treat the Deposit and
Related Materials as confidential information according to the
terms of the Master Agreement. If permitted by local
authority, Supplier hereby grants to Philips the right to
utilize its manufacturing and distribution approvals anywhere
in the world.

12. TERM AND TERMINATION. This Escrow Agreement will have an initial term
of one (1) year, renewable upon receipt by [****] of the specified
renewal fee. If [****] does not receive the renewal fee by the
anniversary date of this Escrow Agreement, [****] will give notice to
Supplier and Philips. If the fee is not received from Supplier or
Philips within thirty (30) days of such notice, this Escrow Agreement
will expire. Upon expiration of this Escrow Agreement, [****] will, at
Supplier's option, either destroy or return the Deposit to Supplier.
All obligations of [****] under this Escrow Agreement will terminate
thereafter, except for those stated in the Use and Nondisclosure
Section of this Escrow Agreement.

13. FEES. Unless otherwise agreed, all fees will be due from Philips in
full upon receipt of [****]'s invoice. Fees will be those specified in
[****]'s schedule of fees in effect for the initial term of this Escrow
Agreement plus taxes. [****] shall notify Supplier and Philips at least
ninety (90) days prior to expiration of the initial term (or any
renewal term) of this Escrow Agreement of any scheduled increase for
the succeeding renewal term.

14. INDEMNIFICATION. [****] will be responsible for performing its
obligations under this Agreement and to act in a reasonable and prudent
manner with regard to this escrow arrangement. Provided [****] has
acted in the manner stated in the preceding sentence, Supplier and
Philips each agree to indemnify, defend and hold harmless [****] from
any and all claims, actions, damages, arbitration fees and expenses,
costs, attorney's fees and other liabilities incurred by [****]
relating in any way to this escrow arrangement.

15. MISCELLANEOUS.

15.1 Account Representatives and Notices. Supplier, Philips and
[****] will each designate an authorized individual(s) to
receive notices and otherwise act on behalf of Supplier in
connection with this Escrow Agreement, as set forth in Exhibit
3 Representatives may be changed by written notice to the
other parties. Notices are validly given upon the earlier of
confirmed receipt. by the receiving, party or three days after
dispatch by courier or certified mail, postage prepaid,
properly addressed to the receiving party. Notices may also be
delivered by telefax and will be deemed received upon oral or
written confirmation of receipt. Unless otherwise provided in
this Agreement, all documents and communications may be
delivered by first class mail.

15.2 Authenticity. [****] may act in reliance upon any instruction;
instrument or signature believed to be genuine and may assume
that it has been duly authorized. [****] will not be required
to inquire into the truth or evaluate the merit of any
statement or representation contained in any notice or
document.

15.3 Merger. The Master Agreement and this Escrow Agreement,
including the Exhibits, constitutes the entire agreement
between the parties concerning the subject matter hereof and
will supersede all previous communications, representations,
understandings, and agreements, oral or written, between the
parties. [****] is not a party to the License Agreement
between Supplier and Philips and has no knowledge of the terms
or provisions of any such License Agreement. [****]'s only
obligations to Supplier and Philips are as set forth in this
Agreement.

Philips Confidential

15.4 Depositor's Representations. Supplier represents as follows:
Supplier lawfully possesses all of the Deposit Materials
deposited with [****]; With respect to all of the Deposit
Materials, Supplier has the right and authority to grant to
[****] and Philips the rights as provided in this Agreement;
The Deposit Materials are not subject to any lien or other
encumbrance.

15.5 Right to Make Copies. [****] shall have the right to make
copies of the Deposit Materials as reasonably necessary to
perform this Agreement. [****] shall copy all copyright,
nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by
[****]. With all Deposit Materials submitted to [****],
Supplier shall provide any and all instructions as may be
necessary to duplicate the Deposit Materials including but not
limited to the hardware and/or software needed.

15.6 Disposition of Deposit Materials Upon Termination. Subject to
the foregoing termination provisions, and upon termination of
this Agreement, [****] shall destroy, return, or otherwise
deliver the Deposit Materials in accordance with Supplier's
instructions. If there are no instructions, [****] may, at its
sole discretion, destroy the Deposit Materials or return them
to Supplier. [****] shall have no obligation to destroy or
return the Deposit Materials if the Deposit Materials are
subject to another escrow agreement with [****].

15.7 Regulations. Supplier and Philips are responsible for and
warrant compliance with all applicable laws, rules and
regulations, including but not limited to customs laws,
import, export, and re-export laws and government regulations
of any country from or to which the Deposit Materials may be
delivered in accordance with the provisions of this Agreement.

15.8 Assignment. No party may assign any rights or obligations of
this Escrow Agreement without the prior written consent of the
others Notwithstanding the foregoing, PHILIPS, or its
permitted successive assignees or transferees, may assign or
transfer this Agreement or delegate any rights or obligations
hereunder without consent in connection with a merger,
reorganization, transfer, sale of assets or product lines, or
change of control or ownership of PHILIPS or all or
substantially all of the assets or business of the [****], or
its permitted successive assignees or transferees. Without
limiting the foregoing, this Agreement will be binding upon
and inure to the benefit of the parties and their permitted
successors and assigns. However, [****] shall have no
obligation in performing this Agreement to recognized any
successor or assign of Depositor or Preferred Beneficiary
unless [****] receives clear, authoritative and conclusive
written evidence of the change of parties.

15.9 Exhibits. Each Exhibit attached to this Agreement is deemed a
part of this Escrow Agreement and incorporated herein wherever
reference to it is made.

15.10 Independent Contractors. The relationship of the parties
established under this Agreement is that of independent
contractors and neither party is a partner, employee, agent
or joint venturer of or with the other.

15.11 No Waiver. The waiver of any term, condition, or provision of
this Agreement must be in writing and signed by an authorized
representative of the waiving party. Any such waiver will not
be construed as a waiver of any other term, condition, or
provision except as provided in writing, nor as a waiver of
any subsequent breach of the same term, condition, or
provision.

15.12 Definition Of Days. All references in this Agreement to "days"
will, unless otherwise specified herein, mean calendar days.

15.13 Headings. The Section headings used in this Agreement are for
convenience of reference only. They will not limit or extend
the meaning of any provision of this Agreement, and will not
be relevant in interpreting any provision of this Agreement.

15.14 No Publication. Neither party may publicize or disclose to any
third party, without the written consent of the other party,
the terms of this Agreement. Without limiting the generality
of the foregoing sentence, no press releases may be made
without the mutual written consent of each party.

15.15 Severability. If any provision in this Agreement is held
invalid or unenforceable by a body of competent jurisdiction,
such provision will be modified or, if

Philips Confidential

necessary, severed to the extent necessary to eliminate such
invalidity or unenforceability. The parties agree to negotiate
in good faith a valid, enforceable substitute provision that
most nearly effects the parties' original intent in entering
into this Agreement or to provide an equitable adjustment in
the event no such provision can be added. The other provisions
of this Agreement will remain in full force and effect.

15.16 Governing Law. This Agreement will be governed in all respects
by the laws of the State of California without reference to
any choice of laws provisions. The parties hereby consent to
the exclusive jurisdiction and venue of the courts located in
California. The parties hereby waive any application of the
United Nations Convention on the Sale of Goods with respect to
the performance or interpretation of this Agreement.

15.17 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original.

Philips Confidential

EXHIBIT 1: DEPOSIT

Hardware Manufacturing Materials (whenever relevant)

1. Design Specifications for the Product.
2. Electronic or paper copies of manufacturing drawings, specifications,
schematics, and other drawings pertinent to manufacture Products and
Spare Parts at the revision level then in effect.
3. Final test procedures.
4. Printed circuit board layouts in machine-readable form.
5. Materials lists, broken down by assembly, including reference
designators.
6. Source code of and master samples of programmable hardware, such as
ROM/PROM firmware, PALs,
7. Vendor contact information.

Source Code (whenever relevant)
1. A copy of source code.
2. A description of the development system, hardware, software,
compilers and the like sufficient for Philips to continue
development and support of the software included in the Master
Agreement.

Philips Confidential

EXHIBIT 2: DEPOSIT COVER SHEET

Deposit Account Name ____________________________

Deposit Account Number _________________________

_____ Deposit _____ Supplement to Deposit _____ Replacement of Deposit

Program Name ______________________________________________________ Version ____
Date _____________CPU/OS _____________ Compiler______________
Application ___________
Utilities needed ___________
Special Operating Instructions _________________________________________________
Media _______________________________________ Quantity _____

Philips Confidential

EXHIBIT 3: ACCOUNT REPRESENTATIVES

SUPPLIER:
Copy to:
Name
---------------------------------------
Title
--------------------------------------
Address
-------------------------------------

Phone
--------------------------------------

PHILIPS:
Copy to:
Name
---------------------------------------
Title
--------------------------------------
Address
-------------------------------------

Phone
--------------------------------------

HOLDER:
Name
---------------------------------------

Philips Confidential

EXHIBIT G -[****] AGREEMENT

1. This Agreement is effective as of _____4/01/03______ (Effective Date)
between Philips Medical Systems, 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000
XXX, and BRAEMAR INC., XXXXXXXXXX, XX 00000

2. The intent of this Agreement is to outline items and topics specific to the
[****] ([****]) Program. This Agreement, and attached exhibits, represent
the entire agreement of the parties with respect to supply of Philips
Product and notice of objection to any additional or different terms or
conditions is hereby given. No modification of any of the terms or
conditions of this Agreement shall be binding on either party unless in
wilting and signed by the authorized representative of each party. In the
event of a conflict between the terms in the body of this Agreement and the
terms in the Exhibits to this Agreement or purchase order terms, the terms
stated in the body of this Agreement shall control.

3. Supplier shall deliver the finished goods inventory listed in Exhibit B to
Philips as Philips Product.

4. The Agreement Term shall be for a period of [ONE (1) YEAR], unless
otherwise terminated. This Term may be extended by mutual agreement between
Philips and Supplier. Upon expiration of the Term, existing stock will be
carried over to the next agreement.

5. This [****] Agreement may be terminated at the option of either party upon
[SIXTY (60)] days written notice to the other. Philips will only be
responsible for finished goods inventory as described in Exhibit A plus raw
materials and work in process required to support the Upper Stock Limits
(USL) and Lower Stock Limits (LSL) for the finished goods inventory, up to
the maximum commitment levels associated with each part number.

Upon notice of termination of Agreement, Supplier agrees (a) to offer
Philips first right of purchase, then (b) to dispose of finished goods
inventory described in Exhibit A, raw materials and work in process at no
charge to Philips where possible, and to inform Philips of potential
charges for disposal otherwise. Supplier agrees not to sell, transfer,
distribute or otherwise convey any part, component, product or service --
bearing or incorporating Philips Marks, part numbers or other identifiers,
including any Philips packaging, copyrights or code, to any other party.
Upon Philips approval, Supplier will remove from all Philips Products at
Supplier any such Philips Marks or identifiers, even if such removal would
require destruction of the Philips Products. Supplier further agrees not to
represent that such Philips Products are built for Philips or to Philips
specifications. Supplier will defend and indemnify Philips against any
claims, losses, liabilities, costs or expenses that Philips may incur as a
result of Supplier's breach of this obligation.

The rights and obligations of this Agreement, which by their nature extend
beyond the termination or expiration of this Agreement, shall survive and
continue after any termination or expiration of this Agreement.

6. Philips will issue blanket purchase orders to serve as authorizations for
receipt of Philips Product. Supplier will use the [****] forecasts, USL and
LSL in determining shipment quantity and frequency for each Philips Product
listed in Exhibit A. At any time during the term of this agreement, [****]
forecast quantities may be increased or decreased by Philips.

Philips Confidential

If during the Term changed prices or price formulas are put in effect by
mutual agreement of Philips and Supplier, or reduced prices or price
formulas are otherwise put in effect by Supplier, such prices or price
formulas (if resulting in lower prices than the then current price) will
apply to all purchase orders issued by Philips after the effective date of
such prices or price formulas and to all unshipped purchase orders.

7. Supplier has the responsibility to direct their procurement, production,
and shipping activities in part by utilizing the tools/data available in
the Noctume daily reports to deliver Philips Product at levels driven by
the agreed upon metrics/parameters. The primary measures of success are the
Supplier's ability to maintain inventory levels between the USL and LSL,
and further to meet the targeted inventory levels for each part. If due to
Supplier's failure to timely ship Philips Product the specified method of
transportation would not permit Supplier to maintain the LSL, the actions
and consequences specified in Section 3.2 of Philips Purchase Order Terms
and Conditions ([****]) apply. If the Supplier exceeds the USL by more than
three days of inventory over the Average Usage reported by Nocturne for the
previous thirty (30) days, the actions and consequences specified in
Section 3.3 of Philips Purchase Order Terms and Conditions ([****]) apply.

8. The parties designated the following persons as their agreement
Coordinators. Each party will advise the other party in writing of any
successor or designee of the named Agreement Coordinator. Unless otherwise
agreed by the parties, notices concerning this Agreement will be provided
to the appropriate Agreement Coordinator and addressed as follows:

-------------------------------------- -----------------------------------------
PHILIPS MEDICAL SYSTEMS BRAEMAR INC.
-------------------------------------- -----------------------------------------
Coordinator: [****] Coordinator: Xxxxx Xxxxxxxxxxx President
-------------------------------------- -----------------------------------------
[****] 00000 XXXX XXXXX
[****], [****] XXXXXXXXXX, XXXXXXXXX 00000-0000
-------------------------------------- -----------------------------------------
Phone: [****] Phone: 000-000-0000
Fax: [****] Fax: 000-000-0000
-------------------------------------- -----------------------------------------
By signing and dating this document, the parties below indicate their agreement
with and acceptance of this Agreement, including all Exhibits.

/s/ Xxxxx Xxxxxxxxxxx
-------------------------------- ----------------------------------
Name Date Name Date
Title: Title: President & CEO
--------------------------- ----------------------------
PHILIPS MEDICAL SYSTEMS BRAEMAR INC.

Philips Confidential

EXHIBIT H- NEW EVENT RECORDER WITH LCD SPECIFICATION
([****] REPLACEMENT)

1. SCOPE

This device is intended to replace the [****] model [****] product. The design
is to incorporate the [****] case with new LCD and utilize the new technology
(ER800) platform. Hardware, interfaces, and programming, etc. will be the same
as existing [****] device as much as possible to speed time to market and
minimize costs. This document is to define the market requirements for an EGG
measurement device to be used by the patient in the home. The device will
automatically send the ECG data file via RF to another device in the house. The
cost of the device is a primary consideration. Cost goal does not include
accessories (manuals, cases, lead set, or batteries) but these designs are to be
equally cost effective.

This document is to be superseded by an Engineering Specification at an
appropriate point in the project as defined by the project plan.

2. APPLICABLE DEVICE REQUIREMENTS: THE DEVICE WILL MEET THE REQUIREMENTS OF
THE FOLLOWING:
2.1. ANSI/AAMI EC38-1998
2.2. FDA 510K
2.3. Medical Device Directive
2.4. FDAQSR
2.5. EN60601-1-1 Safety
2.6. EN60601-1-2 Emissions & Immunity
2.7. EN60601-2-47

3. DEVICE DESIGN

3.1. The [****] is to incorporate all the features and functions of the
current [****] and the new ER800 series device with the following
requirements of this document.

3.2. Physical Requirements

3.2.1. Case Design
3.2.1.1. [****]
3.2.1.2. [****]
3.2.1.3. [****]
3.2.1.4. [****]
3.2.1.5. [****]
3.2.1.6. [****]
3.2.1.7. [****]
3.2.1.8. [****]
3.2.1.9. [****]
3.2.1.10. [****]
3.2.1.11. [****]
3.2.1.12. [****]
3.2.1.13. [****]

3.2.2. Case LCD
3.2.2.1. [****]
3.2.2.2. [****]

3.2.3. Case Power
3.2.3.1. [****]
3.2.3.2. [****]
3.2.3.3. [****]
3.2.3.4. [****]

3.2.4. Case Ruggedness
3.2.4.1. [****]
3.2.4.2. [****]
3.2.4.3. [****]
3.2.4.4. [****]

3.2.5. Patient Cabling
3.2.5.1. [****]
3.2.5.2. [****]
3.2.5.3. [****]
3.2.5.4. [****]
3.2.5.5. [****]

3.2.6. Programming
3.2.6.1. [****]
3.2.6.2. [****]
3.2.6.3. [****]
3.2.6.4. [****]
3.2.6.5. [****]

3.2.7. Speaker
3.2.7.1. [****]
3.2.7.2. [****]
3.2.7.3. [****]
3.2.7.4. [****]

3.3.Functional requirements

3.3.1 .Algorithm
3.3.1.1. [****]
3.3.1.2. [****]
3.3.1.3. [****]
3.3.1.4. [****]
3.3.1.5. [****]
3.3.1.6. [****]
3.3.1.7. [****]
3.3.1.8. [****]

3.3.2. Data Communication
3.3.2.1. [****]
3.3.2.2. [****]
3.3.2.3. [****]
3.3.2.4. [****]
3.3.2.5. [****]
3.3.2.6. [****]
3.3.2.7. [****]
3.3.2.8. [****]
3.3.2.9. [****]
3.3.2.10. [****]

3.3.3. Patient Cable
3.3.3.1. [****]
3.3.3.2. [****]
3.3.3.3. [****]
3.3.3.4. [****]
3.3.3.5. [****]
3.3.3.6. [****]

3.3.4. Program Protocols - Pre/Post (exact) recording time TBD by
Philips
3.3.4.1. [****]
3.3.4.2. [****]
3.3.4.3. [****]
3.3.4.4. [****]
3.3.4.5. [****]
3.3.4.5.1. [****]
3.3.4.5.2. [****]
3.3.4.5.3. [****]
3.3.4.5.4. [****]
3.3.4.5.5. [****]
3.3.4.5.6. [****]
3.3.4.6. [****]

3.3.5. Audible Indicators - Polite Tones
3.3.5.1. [****]
3.3.5.2. [****]
3.3.5.3. [****]
3.3.5.4. [****]
3.3.5.5. [****]
3.3.5.6. [****]

Philips Confidential

3.3.6. Battery Life
3.3.6.1. [****]
3.3.6.2. [****]

3.3.7. Upgrade Strategy
3.3.7.1. [****]
3.3.7.2. [****]
3.3.7.3. [****]

3.4. Electrical Requirements similar new technology ER800 platform

3.4.1. [****]
3.4.2. [****]
3.4.3. [****]
3.4.4. [****]
3.4.5. [****]
3.4.6. [****]
3.4.7. [****]
3.4.8. [****]
3.4.9. [****]
3.4.10. [****]

3.5. Data Communications requirement

3.5.1. [****]
3.5.2. [****]
3.5.3. [****]

3.6. Patient Interface requirements

3.6.1. [****]
3.6.2. [****]
3.6.3. [****]
3.6.4. [****]
3.6.4.1. [****]
3.6.4.2. [****]
3.6.4.3. [****]
3.6.4.4. [****]
3.6.4.5. [****]
3.6.4.6. [****]

3.7.Language Support requirements

3.7.1. Same as [****]
3.7.2. Will support Philips CE Xxxx
3.7.3. Operation/Service manuals must be localized and available on a
single CD - Dutch, French, German, Italian, Spanish

3.8. ESD/EMC requirements
3.8.1. [****]
3.8.2. [****]

4. DESIGN VERIFICATION AND VALIDATION

4.1. [****]
4.2. [****]
4.3. [****]

5. PROJECT DELIVERABLES

5.1. [****]
5.2. [****]
5.3. [****]
5.4. [****]
5.5. [****]
5.6. [****]
5.7. [****]

6. NRE REQUIREMENTS

6.1.[****]

6.1.1. [****]
6.1.1.1. [****]
6.1.1.2. [****]
6.1.1.3. [****]

6.1.2. [****]

6.1.3. [****]

6.1.4. [****]

6.1.5. [****]

7. DEVICE COST

7.1. Complete kit cost including device, cable, case, IFU, physician
user IFU, foam, patient use card will be $[****] per unit.

8. PRODUCT FORECAST

8.1. Philips to provide six month rolling forecast

9. PROJECTED SCHEDULE

9.1.[****]
9.2.[****]
9.3.[****]
9.4.[****]

Philips Confidential

EXHIBIT I - NEW EVENT RECORDER WITHOUT LCD SPECIFICATION
([****] REPLACEMENT)

1.0 SCOPE
This document is intended to define the market requirements for a next
generation Philips Event Recorder targeted at the low cost market segment. The
device is not to have an LCD and provide similar functionality as the [****]
with ER 800 platform technology - I channel recording, with and without
algorithm, basic feature set. It is designed to be a low end offering along with
an updated [****] with LCD full-featured model. The Low Cost ER will be cased in
the [****] case (without LCD) and will be offered with the updated LCD model to
Philips customers. The Low Cost ER will replace the [****] device. This document
is to define the market requirements for an ECG measurement device to be used by
the patient in the home. The device will automatically send the ECG data file
via RF to another device in the house. The cost of the device is a primary
consideration. Cost goal does not include accessories (manuals, cases, lead set,
or batteries) but these designs are to be equally cost effective. Utilize parts
from the [****] and [****] programs if they are compatible with the design
concepts of this ER. Likely candidates may be patient cables, battery doors,
belt clips, necklaces, program plugs, etc.

2. APPLICABLE DEVICE REQUIREMENTS: THE DEVICE WILL MEET THE REQUIREMENTS OF
THE FOLLOWING:
2.1. ANSI/AAMI EC38-1998
2.2. FDA 510K
2.3. Medical Device Directive
2.4. FDA QSR
2.5. EN60601-1-1 Safety
2.6. EN60601-1-2 Emissions & Immunity
2.7. EN606601-2-47

3. DEVICE DESIGN

3.1. The [****] is a low cost design intended to incorporate the BASIC
features and functions of the ER800 series device with the following
requirements of this document. The device will not incorporate lead
loss or two channel recording.

3.2. Physical Requirements

3.2.1. Case Design
3.2.1.1. [****]
3.2.1.2. [****]
3.2.1.3. [****]
3.2.1.4. [****]
3.2.1.5. [****]
3.2.1.6. [****]
3.2.1.7. [****]
3.2.1.8. [****]
3.2.1.9. [****]
3.2.1.10. [****]
3.2.1.11. [****]

3.2.2. Case Power
3.2.2.1. [****]
3.2.2.2. [****]
3.2.2.3. [****]

3.2.3. Case Ruggedness
3.2.3.1. [****]
3.2.3.2. [****]
3.2.3.3. [****]
3.2.3.4. [****]

3.2.4. Patient Cabling
3.2.4.1. [****]
3.2.4.2. [****]

3.2.5. Programming
3.2.5.1. [****]
3.2.5.2. [****]
3.2.5.3. [****]
3.2.5.4. [****]
3.2.5.5. [****]
3.2.5.6. [****]
3.2.5.7. [****]
3.2.5.8. [****]
3.2.5.9. [****]
3.2.5.10. [****]
3.2.5.11. [****]
3.2.5.12. [****]
3.2.5.13. [****]

3.2.6. Speaker
3.2.6.1. [****]
3.2.6.2. [****]
3.2.6.3. [****]
3.2.6.4. [****]
3.2.6.5. [****]
3.2.6.6. [****]

3.3. Functional requirements

3.3.1. Algorithm
3.3.1.1. [****]
3.3.1.2. [****]
3.3.1.3. [****]
3.3.1.4. [****]
3.3.1.5. [****]
3.3.1.6. [****]
3.3.1.7. [****]
3.3.1.8. [****]
3.3.1.9. [****]

3.3.2. Recording Time
3.3.2.1. [****]
3.3.2.2. [****]
3.3.2.3. [****]
3.3.2.4. [****]
3.3.2.5. [****]

3.3.3. Data Communication
3.3.3.1. [****]
3.3.3.2. [****]
3.3.3.3. [****]
3.3.3.4. [****]
3.3.3.5. [****]
3.3.3.6. [****]
3.3.3.7. [****]
3.3.3.8. [****]
3.3.3.9. [****]
3.3.3.10. [****]
3.3.3.11. [****]
3.3.3.12. [****]
3.3.3.13. [****]

Philips Confidential

3.3.4. Audible Indicators - Polite Tones
3.3.4.1. [****]
3.3.4.2. [****]
3.3.4.3. [****]
3.3.4.4. [****]
3.3.4.5. [****]
3.3.4.6. [****]

3.3.5. Battery Life
3.3.5.1. [****]
3.3.5.2. [****]

3.3.6. Upgrade Strategy
3.3.6.1. [****]
3.3.6.2. [****]

3.4. Electrical Requirements similar new technology ER800 platform

3.4.1. [****]
3.4.2. [****]
3.4.3. [****]
3.4.4. [****]
3.4.5. [****]
3.4.6. [****]
3.4.7. [****]
3.4.8. [****]
3.4.9. [****]
3.4.10. [****]

3.5. Data Communications requirement

3.5.1. [****]
3.5.2. [****]
3.5.3. [****]

3.6. Patient Interface requirements

3.6.1. [****]
3.6.2. [****]
3.6.3. [****]
3.6.4. [****]

3.7. Language Support requirements

3.7.1. Same as [****]
3.7.2. Will support Philips CE Xxxx
3.7.3. Operation/Service manuals must be localized and available on a
single CD - Dutch, French, German, Italian, Spanish

3.8. ESD/EMC requirements

3.8.1. [****]
3.8.2. [****]

4. DESIGN VERIFICATION AND VALIDATION

4.1. [****]
4.2. [****]
4.3. [****]

5. PROJECT DELIVERABLES

5.1. [****]
5.2. [****]
5.3. [****]
5.4. [****]
5.5. [****]
5.6. [****]
5.7. [****]

6. NRE REQUIREMENTS

6.1.[****]
6.2.[****]
6.3.[****]

7. DEVICE COST

7.1. The device is intended to fill a low cost product niche for Event
Recording identified by Philips. Complete kit cost (no LCD, without
algorithm) including device, cable, case, IFU, physician user IFU,
foam, patient use card will be $[****] per unit.
7.2. Complete kit cost (no LCD, with algorithm) including device, cable,
case, IFU, physician user IFU, foam, patient use card will be $[****]
per unit.

8. PRODUCT FORECAST

8.1. Philips to provide six month rolling forecast. Currently projected at
[****] levels but Philips has had historically low unit sales
experience. Therefore, this device will be launched with minimal
inventory and sales will drive inventory levels and finished goods
levels.

9. PROJECTED SCHEDULE

9.1. [****]
9.2. [****]
9.3. [****]

Philips Confidential

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BRAEMAR, INC. OEM AGREEMENT REV.5

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