Exhibit 10.22
PURCHASE AGREEMENT
This Agreement made and entered into as of October 22, 1998 by and between
Advanced Optics Electronics, Inc., a Nevada corporation having its principal
place of business at 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxx, XX 00000
("ADOT") as Seller and Wang Family Trust LTD., a Hong Kong corporation having
its North American office Wang Tr, c/o Leggat Xxxxxxx Keesmaat, 00 Xxxxxxx Xx.
Xxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, as buyer.
WHEREAS, ADOT is in the process of manufacturing products for electronic
outdoor flat panel displays ("the Products" and/or "the Units"), and is the sole
owner of certain proprietary rights relating to such Products including, but not
limited to all rights relating to United States Patent Number 5198920 and United
States Patent Pending Number 8298422, therefore it is agreed:
A. That ADOT will utilize its proprietary semiconductor processing
technology to maximize pixel density and reduce activation voltage
increasing light transmission (brightness) through a reduction in the
surface area of the PLZT material required for the non-transmissive
electrodes. Advanced Optics Electronics, Inc. will provide a high
density electro-optic light valve array which has reduced operating
voltage, enhanced speed of operation, minimum cross-talk between
pixels, and high brightness. Additionally, Advanced Optics
Electronics, Inc. will provide a manufacturing process for a high
density electro-optic light valve array using modified silicon
semiconductor photolithography, etching, and thin film deposition
technology and equipment.
Advanced Optics Electronics, Inc. shall provide a high density
electro-optic light valve array with reduced operating voltages
compatible with or to exceed current commercially available silicon
large scale integration technology and display circuitry for use with
liquid crystal displays.
Advanced Optics Electronics, Inc. shall provide a high density
electro-optic light valve array with minimized electrode line widths
and maximized light transmission capabilities and provide a
manufacturing process capable of producing electro-optic light valve
arrays with densities of up to 1.5 million pixels per square inch.
B. That such reduction is an important inducement and benefit to Buyers
and to significantly reduce Buyer's cost of operations of the
Products.
C. That Wang desires that ADOT build, test, and install two large scale
electronic flat panel moving color image display boards, hereinafter
referred to as Units A and B capable of being viewed by interstate
motorists at a distance of no less than one hundred and fifty feet by
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employing the above referenced developments by ADOT to minimize
operating voltages that will be required by Buyer to employ in its
operation of the Products.
D. Due to the confidential nature of technical processes and systems
described in this Agreement and matters of confidential concern to
Buyer in its industry; Buyer and Seller jointly agree not to disclose
the terms and conditions herein unless to a U.S. domestic bank for
financing of all or a portion of the purchase herein. When this
Agreement is completed disclosure may be made.
E. In the event that any part of this Agreement is breached or violated,
Buyer then shall have the option terminate this Agreement. In the
event this Agreement is terminated all unused funds shall be remitted
to the Buyer including interest at seven (7%) per cent per annum.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
ADOT and Wang agree as follows:
1. Product Description
(a) Two large scale outdoor flat panel displays Units Size 13 ft high
X 36 Ft. wide.
(b) Employment of ADOT's Patented Spatial Light Modulator (SLM)
optical light valve and all other Patents pending or applied for
held by ADOT related to flat panel displays.
(c) Levels of Achievement Required Pixel Density: minimum 40 Framing
Rate: minimum 2,000 Contrast Ratio: minimum 200
2. Installation Per Unit Display.
(a) Delivery allowance $4,500
(b) Erection/site Preparation Allowance $16,250
(c) Computer interface Allowance $12,500
(d) All sites are to have reasonable access, at ground level or not
more than 30' of elevation.
3. Price.
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(a) $885,000 for first Display unit "A"
(b) $825,000 for second Display unit "B"
4. Verification Unit A.
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(a) Phase I - Draw Unit A. A New Mexico based partner of a mutually
acceptable accounting firm will verify the serial number of the
designated board for Wang. Said verification must indicate that
said board is under construction. At this point ADOT shall
receive payment via check or Letter of Credit for $65,000 to be
applied on the purchase of the first Display Unit.
(b) Phase II - Draw Unit A. Upon verification by a New Mexico based
partner of a mutually acceptable accounting firm that the Levels
of Achievement required herein have been demonstrated, ADOT shall
receive additional payment via check or Letter of Credit for
$265,000 to be applied on the purchase of the first Display Unit.
5. Verification Unit B.
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(a) Phase I - Draw Unit B. A New Mexico based partner of a mutually
acceptable accounting firm will verify the serial number of the
designated board for Wang. Said verification must indicate that
said board is under construction. At this point ADOT shall
receive payment via check or Letter of Credit for $65,000 to be
applied on the purchase of the first Display Unit.
(b) Phase II - Draw Unit B. Upon verification by a New Mexico based
partner of a mutually acceptable accounting firm that the Levels
of Achievement required herein have been demonstrated, ADOT shall
receive additional payment via check or Letter of Credit for
$265,000 to be applied on the purchased of the first Display
Unit.
6. Payment Upon Completion of Unit A.
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(a) Upon delivery to the designated installation site and field
testing of electronic display lighted circuitry, ADOT shall
receive additional payment via check or Letter of Credit for
$165,000.
(b) The balance shall be payable as follows: $100,000 within 5
business days after installation and testing is complete.
(c) $290,000 within 60 days thereafter.
7. Payment Upon Completion of Unit B.
----------------------------------
(a) Upon delivery to the designated installation site and field
testing of electronic display lighted circuitry ADOT shall
receive additional payment via check or Letter of Credit for
$165,000.
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(b) The balance shall be payable as follows: $100,000 within 5
business days after installation and testing is complete.
(c) $230,000 within 60 days thereafter
8. Buyer Inspection Units A and B.
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(a) ADOT shall pay the costs for up to two representatives of Wang to
travel (including lodging) business class, to ADOT's assembly
factory in order to observe testing procedures in an outdoor
venue of each board ordered herein.
(b) After two boards have been successfully delivered and installed,
ADOT shall have no further obligation to pay for travel costs of
representatives of Wang.
9. Delivery Times.
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(a) ADOT shall be required to deliver the initial flat panel display,
Unit A, no later than August 31, 1999, or at the time that ADOT
has commenced limited or full production of flat panel displays,
whichever shall occur first.
(b) ADOT shall be required to deliver the second flat panel display,
Unit B, no later than February 15, 2000.
10. Territory Provision. ADOT agrees that it shall not sell directly or
allow the indirect sale of any large scale outdoor flat panel
display(s) to any other third party customer/user, licensee or agent
located within 50 miles of either location identified herein of Wang
wherein said display will be to promote directly or indirectly any
retail product which is sold or displayed by Wang. This Agreement to
restrict shall be valid for two years after completion of installation
by ADOT of the initial display for Wang and is offered by ADOT as an
inducement to Wang.
11. Product Testing. Upon notification by ADOT to Wang of the completion
of the initial assembly and testing of the Product by or under the
direction of ADOT, any Acceptance Test shall be performed at a
mutually designated location in the presence of representatives of
Wang. If the Acceptance Test is successfully completed, Wang will
complete the agreed upon payment schedule. If the Acceptance Test is
not successfully completed, ADOT shall use its best efforts to make
the necessary corrections to the Product within thirty days of receipt
of Wang's notice of nonacceptance, at which time the
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Acceptance Tests shall again be conducted. The Acceptance Test may be
repeated until it is successfully completed as provided herein.
12. Obligations of ADOT under this Agreement during Construction Period.
(a) Progress Reports and Meetings. During the construction period at
such times and in such manner or format as Wang shall reasonably
request, ADOT shall submit to Wang reports summarizing ADOT's
progress on the construction of
the Panel.
(b) Maintenance. During the development period, ADOT shall provide at
Wang's expense, up to two (2) liaison persons and such training
and instruction as is reasonably necessary to provide Wang with
sufficient technical understanding of the Product and its
operation and use.
13. Representations Warranties and Covenants of ADOT.
(a) ADOT represents, warrants and covenants as follows:
(i) It is duly organized, validly existing as a Nevada
corporation and has full legal right, power and authority to
enter into, execute and perform its obligations under this
Agreement, which constitutes the legal, valid and binding
obligation of ADOT, enforceable in accordance with its
terms.
(ii) It is the sole owner or otherwise has all rights to the
patents, patent applications, trademarks, technology and
know-how which are the subjects of this Agreement and such
rights are not subject to any encumbrance, lien or claim of
ownership by any third party.
(iii)All of the patents, patent applications and the trademarks
which are the subject of this Agreement are valid and
enforceable in all material respects.
(iv) ADOT is aware of no fact which puts in question the validity
or enforceability of any of the patents, patent applications
or the trademarks, nor does or will the use of the patents,
patent applications, trademarks, technology or know-how
infringe upon the patents, trademarks or proprietary
property of anyone else.
(v) To the best of ADOT's knowledge no third party is engaged in
any activity which would constitute a misappropriation of
any of the subject matter of this Agreement.
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14. Technical Services of ADOT. During the term of this Agreement up to
Wang's Acceptance at Wang's expense, ADOT agrees to provide such
reasonable technical assistance including training, testing, specific
consultations, and other technological support services as may be
reasonably required by Wang to enable Wang to use the display in a
productive manner.
15. Definition of Improvements. For purposes of this Agreement the term
"Improvements" shall mean all modifications, revisions, upgrades, new
technology, new models, or other improvements to the Product, know-how
or technology which are incorporated into or relate to the Product or
any part thereof, or the commercial applications presently utilizing
the Product, as well as all processes, machines, manufacturers or
composition of matter which ADOT of any affiliate may conceive,
develop, acquire or otherwise obtain rights to during the term of this
Agreement which relate to the Product or any of its parts or the
commercial applications presently utilizing such Product. ADOT further
agrees that:
1. The flat panel displays will include a spatial light
modulating semiconductor device, which will be
line-addressed and of compact size. More particularly,
the display should include a line-addressable spatial
light modulator, wherein a detectable metallized
membrane defining a deformable mirror is mounted above
a semiconductor substrate in spaced relationship with
respect thereto.
2. The membrane in the modulator will have a matrix array
of floating conductive field plates disposed on an
insulating layer covering the substrate to define an
array of air gap capacitor cells addressable by an x-y
matrix array of field effect address transistors formed
in the substrate with the degree of membrane deflection
of each air gap capacitor cell being dependent upon the
corresponding field effect address transistor.
3. The application for such a solid state spatial light
modulator is in combination with a large matrix-area
charge coupled device light imager for use in obtaining
real-time, two-dimentional optical transforms. The
solid state spatial light modulator will include a
membrane modulator on the backside of a large matrix
area charge coupled device (CCD) light imager. In this
type of light modulator, an electronic charge
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should be input into the front side of the CCD imager,
with the entire frame being subsequently transferred to
the backside membrane modulator structure through the
semiconductor substrate of thinned silicon material.
Thinning and subsequent additional backside processing
should provide the support for the membrane modulator,
while flatness and the front-side CCD operation are
maintained. The membrane will be applied to the silicon
substrate and the subsequent electrical bonding to both
the CCD and the membrane. This type of solid state
light modulator involves device processing and
patterning on both sides of the semiconductor
substrate.
4. Membrane-type light modulators should produce a
photo-induced charge in the depletion region of the air
gap capacitor associated with the portion of the
metallized membrane through which residual light is
transmitted. There will be an increase in the thickness
of the metal layer of the membrane to render the
membrane more opaque to incident light. The thickened
metal layer of the membrane structure reduces the
deflection response of the membrane, thereby increasing
the required operation voltages to a desirable degree
for affecting a desired membrane deflection response.
The Spatial Light Modulators will employ a deformable
membrane structure as a component thereof when the
collapse voltage of the membrane is exceeded. In this
instance, the membrane collapses into engagement with
the gate oxide surface of the semiconductor substrate
when the voltage applied to the membrane exceeds a
predetermined magnitude, and the membrane remains
bonded to the gate oxide surface even after removal of
the voltage applied to the membrane.
5. The spatial light modulator which is of a compact small
size and is line-addressed via a CCD delay line signal
input, wherein a metallized membrane defining a
deformable mirror disposed in spaced relationship with
respect to a semiconductor substrate of one
conductivity type cooperates with an x-y matrix array
of floating conductive metallic field plate members
disposed on an insulating layer covering the substrate.
Together, the metallized membrane and the metallic
field plate members define an array of air gap
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capacitor cells addressable by field effect address
transistors formed in the semiconductor substrate in a
line-by-line addressing scheme.
6. The metallized membrane comprises at least one thin
metal layer presenting a light reflective surface to
incident light mounted on a flexible non-metallic
carrier layer of organic polymeric material such as
nitrocellulose. The array of field effect address
transistors should be formed in the semiconductor
substrate in a number of different configurations but
generally includes respective drain regions of the
other conductivity type or opposite to that of the
semiconductor substrate and common to all of the field
effect address transistors arranged in a single column
of the x-y matrix array of address transistors.
Additionally, a second doped region should be disposed
in the semiconductor substrate and extending
substantially beneath a respective column of floating
metallic field plates. An upstanding grid of conductive
polycrystalline semiconductor material, such as
polysilicon, is disposed on the insulating layer of the
semiconductor substrate extending upwardly therefrom
and overlaying the respective drain regions of the
other conductivity type. The metallized membrane
structure is mounted upon suitable contacts applied to
the upstanding grid of polysilicon material so as to be
disposed in space relationship with respect to the
individual floating metallic field plates in defining
one plate of each cell included in the array of air gap
capacitor cells. Light incident upon the membrane
structure is essentially reflected by a surface of the
metal layer thereof. The individual floating metallic
field plates form the other plate of the respective air
gap capacitor cells and are opaque to light such that
any light leakage transmitted through the metallized
membrane is prevented from depleting charge in the
active regions of the array of filed effect address
transistors.
7. The membrane structure is subjected to a bias voltage
of a predetermined magnitude, while the individual
floating metallic field plates derive a signal input
for each column or row thereof from a charge-coupled
device delay line which addresses the field effect
address transistors on line at a time. A decoder is
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connected to the plurality of air gap capacitor cells
included in a row of columns of the matrix array, the
decoder being operable to select one line of the air
gap capacitor cell at a single time for readout.
Variations in the configuration of the x-y matrix array
of field effect address transistors included and
embodiment wherein the second doped region of the other
conductivity type extends fully between the common
drain regions of the other conductivity type and the
channel stop region of the same one conductivity type
and the channel stop region of the same one
conductivity type as the substrate, thereby being
disp9osed beneath the floating metallic field plates
and partially beneath the upstanding grid of
polysilicon material. Another embodiment also included
will be a self-aligned high energy implant of a dopant
material of the other conductivity type in the area
between adjacent sections of the upstanding polysilicon
grid structures so as to produce an implanted doped
region of the other conductivity type having a first
portion of increased depth below the subsequently
deposited matrix array of floating metallic field
plates and a shallow peripheral portion extending into
engagement with the channel stop region and to the
boundary of the upstanding polysilicon grid structure
in spaced relationship to the drain region. Another
embodiment employs a buried drain regions of the other
conductivity type which are implanted to a depth within
the semiconductor substrate below the surface thereof
on which the insulating layer is disposed. The second
doped region of the other conductivity type underlying
the matrix array of floating metallic filed plates
should extend partially beneath the upstanding
polysilicon grid structure in the area proximally
related to the buried drain region, but is spaced from
the channel stop region disposed on the opposite side
thereof.
The light valve technology will have the same
technology as the active matrix twisted pneumatic LC
technologies for direct view and camcorder
applications. Because the electro-optical effect is
polarization rotation, this technology requires a
polarizer and an analyzer. The addressing mode is
electrical and requires a switching device (non-Linear
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element) for each individual pixel in order to obtain a
high contrast for a high information content light
valve. This switching device will be a two-terminal
device (MIM,PIN-diode, or TFD-R) or a three-terminal
device (this film transistor, TFT). Thin film
transistors made in hydrogenated amorphous silicon on
glass or in high temperature polysilicon on quartz
should be used. Thin Film Diode + Reset )TFD-R) active
matrix LC light valves have a thin film diode as
switching device and a four - voltage level row drive
scheme (also called reset drive scheme). The active
plate requires only three mask steps and the TFD
occupies only 1 percent of the pixel area, resulting in
a large aperture ratio. The light valves will have a
two-terminal switches with a non-uniform transmission
of the light valve due to the spread of the forward
voltage of the switch. The special driving schemes for
the TFD-R and the D2R two-terminal switch technologies
eliminate this non-uniformity. The light valve for 256
gray scales and a contrast ratio in excess of 200:1,
The electron field-effect mobility of a-Si is low
(0.2-1cm2/V s). Because the hold mobility is even
lower, alla-Si8 thin film transistors are n-channel
type common structure for the a-Si thin film
transistors in the inverse-staggered structure. This
technology requires eight mask steps and crossovers. A
forward staggered (or top gate) structure is also
possible in a-Si TFT technology. High temperature (HT)
(600-1000(Degree)Company)p-Si thin film transistors
will be fabricated on PLZT substrates. High temperature
p-Si TFT's have a self-aligned structure and a high
field-effect mobility. Integrated HT p-Si row and
column drivers are possible because of this high field
effect mobility. The contrast ratio of the light valve
will be based on a projection lens that can accept
light rays within a certain solid angle from each
pixel.
8. The overall transmission will have a T light valve of
10.5 percent for an active matrix light valve with an
aperture ration of 35 percent.
16. Confidentiality.
(a) Agreement not to Disclose. The parties hereby agree that they will not
publish, disclose to any third party (except to their own employees or
technical consultants to the extent necessary to permit
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them to perform their obligations hereunder), or otherwise use for
their own benefit a copy of this Agreement or any technical or
confidential information, know-how or other proprietary information of
the other party heretofore or hereafter disclosed to them pursuant to
this Agreement without the prior written approval of such other party.
The parties shall not disclose any technical information, know-how or
other proprietary information of the other party to any of their
employees or consultants pursuant hereto unless such employees or
consultants have entered into a non-disclosure Agreement satisfactory
to the other party. No customer or distributor shall be furnished with
any technical or confidential information, know-how, or other
proprietary information of ADOT or Wang and until such customer or
distributor has agreed in writing to keep such information
confidential. The provisions of the Section shall not apply to
information which (i) was at the time of disclosure to the other party
a part of the public domain by publication or otherwise, (ii) was
already properly and lawfully in the possession of the other party at
the time it was received, (iii) was lawfully received by the other
party without restriction from a third party, or (iv) is required by
law to be disclosed (but only to the extnet of such required
disclosure). The provisions of the Section shall survive any
expiration or termination of this Agreement.
(b) Equitable Relief. The parties hereto acknowledge and agree that any
breach of the terms of this Section would cause irreparable harm to
the injured party, and agree that the injured party shall be entitled,
in addition to whatever remedies shall be available at law, to
injunctive relief or other equitable remedies with respect to any such
breach.
17. Assignability. This Agreement shall no be assignable by either Wang or
ADOT, except that each of Wang and ADOT shall have the right at any time to
assign, in connection with its merger or consolidation or the sale of
substantially all of its assets utilized in the business to which this
Agreement relates, any or all of the rights and interest herein granted,
without the necessity of obtaining the consent of the other party, to the
surviving or purchasing entity who shall expressly assume and agree to
perform all of the obligations of said party pursuant hereto.
18. Relationship of Parties. It is expressly agreed that the relationship
hereby established is solely that of manufacturer and consumer. It being
understood that Wang is acting for it own account and that it has no
authority to make, assume or create any representation, warranty,
Agreement, guarantee, claim or settlement on behalf of ADOT with respect to
the Products or otherwise.
19. Force Majeure. Neither party shall be responsible for any failure to comply
with the terms of this Agreement due to force majeure or acts of God,
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including, but not limited to, fire, storm, flood, earthquake, explosion,
accident, acts of the public enemy, war, riot, rebellion, insurrection,
sabotage, epidemic, quarantine, restrictions, labor disputes,
transportation embargoes, failures or delays in transportation or the
mails, failures or delays of suppliers or subcontractors, acts of any
government, whether national, state, local, foreign or otherwise, or any
agency thereof, or judicial action.
20. Notices. Any notice required or permitted to be given hereunder shall be in
writing and shall be deemed to be properly given when sent by registered or
certified mail, return receipt, requested, addressed as follows:
If to ADOT:
Advanced Optics Electronics, Inc.
0000 Xxxxxxxxxx Xxxxxx XX
Xxxxxxxxxxx, XX 00000
If to Wang:
Wang Family Tr. LTD
00 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
21. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of each State where final installation is to be
completed.
22. Waivers; Amendments. No waiver of any rights hereunder by either party
shall operate as a waiver of any other rights, or of the same right with
respect to any subsequent occasion for its exercise, or of any right to
damages. No waiver by either party of any breach of the Agreement shall be
held to constitute a waiver of any other breach or a continuation of the
same breach. All remedies provided by this Agreement are in addition to all
other remedies provided by law. This Agreement may not be amended except by
a writing signed by each of the parties hereto.
23. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties
hereto.
24. Severability. If any condition of the Agreement should be determined to be
unenforceable or illegal, it shall be deemed severable from the other
provisions hereof, which shall remain valid and enforceable. In the event
that the relative benefits, liabilities and obligations of either party to
the
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Agreement, as compared to those of the other party hereto, are
significantly increased or reduced by the action of any judicial or
administrative authority, the parties agree to enter into immediate good
faith negotiations to amend this Agreement in a manner which will fulfill
the original intention of the parties in a legal manner. This Agreement
shall remain in full force and effect during the course of such
negotiations and thereafter until validly amended.
25. Counterparts. This Agreement may be executed in three or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
26. Prior Understandings. This Agreement represents the complete Agreement of
the parties with respect to the transactions contemplated hereby and
supersedes all prior Agreements and understandings.
27. Headings. Headings in this Agreement are included for reference only and
shall have no effect upon the construction or interpretation of any part of
this Agreement.
28. Arbitration. Any disAgreements arising out of the provisions of the
Agreement will be decided in New York City, New York, in accordance with
the Rules of the American Arbitration Association. Each party will appoint
an arbitrator, and the two thus selected will designate a third. If either
of the parties fails to appoint its arbitrator within sixty (60) days after
receipt of notice of the appointment, by the other, of its arbitrator, or
if the arbitrators fail to appoint a third, then the American Arbitration
Association will have the power, on the request of either party, to make
the appointments which have not been made as contemplated above. The
arbitration will be held as promptly as possible at such time and place as
the arbitrators may determine. The decision of the majority of the
arbitrators will be final and binding upon the parties hereto, and the
expense of the arbitration will be shared equally by the parties. Judgement
upon the award may be entered in any court having jurisdiction, or
application may be made to such court for a judicial acceptance of the
award and an order of endorsement as the case may be.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized and have caused their
respective corporate seals to be affixed hereto as the date first above written.
(Corporate Seal) Advanced Optics Electronics, Inc.
A Nevada corporation
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By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
(Corporate Seal) Wang Trust, LTD (Hong Kong)
By: /s/ X. X. Xxxx
Name: X. X. Xxxx
Title: President
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