ManufacturingContract
Exhibit 10.9
Manufacturing Contract
| Customer: |
| Lightspace Corporation |
|
|
| Date: May 5, 2005 |
| Manufacturer: |
| High-Tech O&E Corp/Mechatron Co. Ltd |
|
|
|
|
This contract is made by and between the Customer and the Manufacturer (hereafter as MFR): where the Customer agrees to buy and the MFR agrees to sell manufactured products according to the terms and conditions stipulated below:
1. Customer agrees to purchase a minimum of $5,000,000 of manufactured products from MFR over a five year period.
2. Customer retains the right to cancel this contract if MFR ownership is not held 100% by Dr. Jicheng Gu.
3. There will be several stages of design and manufacturing over the life of this agreement, with each stage involving increasing levels of participation of MFR in the design process, as well as a larger percentage of the manufacturing of the final product as sold by Customer.
4. The first stage will be the custom parts list attached as Order AI, and Customer may request full or partial orders to be made and delivered in increments of 10%. MFR agrees to provide new design of quad pixel without charge, and the price of quad pixel will be adjusted.
5. AOR 2 — 4 weeks for each delivery order. The first order/delivery will be longer because of tooling preparation.
6. Payment by LIC, with 50% upon placing order and balance upon delivery.
7. Provided at least $1,000,000 of this contract is satisfied within the first two years, MFR will not charge Customer for tooling, and Customer shall own the tooling free of charge. Otherwise, Customer will pay for tooling, and shall own all tooling paid for.
8. Termination of this contract shall be at the earlier of five years after signing or on misalignment. Customer and MFR must mutually agree to pricing, quality standards, and delivery schedules prior to each order or partial order to avoid misalignment and minimum purchase commitment abrogation.
| Lightspace Corporation |
| High-Tech O&E Corp./Mechatron | ||
| By: |
|
| By: |
|
| Name: | Ken Lang |
| Name: |
|
| Title: | CEO |
| Title: |
|
| Date: | 5/15/05 |
| Date: |
|
ORDER A1
| 1 |
| MEC-2051-00 |
| 25,000 pcs |
| $3.15/pc |
| $78,750.00 |
| TBD |
| 2 |
| MEC-0042-00 |
| 25,000 pcs |
| $6.98/pc |
| $174,500.00 |
| TBD |
| 3 |
| MEC-0038-00 |
| 100,000 pcs |
| $0.19/pc |
| $19,000.00 |
| None |
| 4 |
| MEC-0054-00 |
| 100,000 pcs |
| $3.78/pc |
| $378,000.00 |
| TBD |
| 5 |
| MEC-2020 |
| 400,000 pcs |
| $0.05/pcs |
| $20,000.00 |
| TBD |
| 6 |
| MEC-2021 |
| 400,000 pcs |
| $0.05/pc |
| $20,000.00 |
| TBD |
| 7 |
| MEC-2002 |
| 100,000 pcs |
| $2.25/pc |
| $225,000.00 |
| TBD |
| 8 |
| MEC-0041 |
| 100,000 pcs |
| $0.39/pc |
| $39,000.00 |
| TBD |
| 9 |
| MEC-2013 |
| 400,000 pcs |
| $0.l28/pcs |
| $51,200.00 |
| TBD |
1
EXHIBITS
A. LIST OF PRODUCTS WITH DESCRIPTIONS AND CONSIGN COMPONENTS
3
2/9/2006
ASSEMBLY NUMBER: TIA-0001-00
Revision: 3.4.3 — corrected OM and updated software revisions (Y.B.)
Last update: 02/09/06
Lightspace Consign
| Qty |
| Part Number |
| Rev |
| Description |
| Vendor |
| Lightspace Consign |
| Notes |
|
| 16 |
| LEO-0002-01 |
| A |
| LED, RED, OVAL, 5MM, T.H. |
| N-CHIA AMERICA |
| 16,700 |
|
|
|
| 16 |
| LEO-0003-00 |
| A |
| LED, GREEN, OVAL, 5MM, T.H. |
| N-CHIA AMERICA |
| 16,600 |
|
|
|
| 16 |
| LEO-0004-00 |
| A |
| LED, BLUE, OVAL, 5MM, T.H. |
| N-CHIA AMERICA |
| 16,600 |
|
|
|
4
| 16 |
| MEC-2020-00 |
| 3 |
| MEC, LED CRADLE |
| VIQUEST TECHNOLOGY |
| 16,000 |
|
|
|
| 16 |
| MEC-2021-00 |
| 4 |
| MEC, LED CRADLE TOP |
| VIQUEST TECHNOLOGY |
| 16,000 |
|
|
|
| 1 |
| ICS-0001-00 |
| A |
| ICS, ETHERNET MAGNETIC, T.H. |
| HALO |
| 1,200 |
|
|
|
| 1 |
| CBL-0001-00 |
| 2,1 |
| CBL, MMCX R/A PLUG TO SMA MALE, 10.75” |
| JEM |
| 1,000 |
|
|
|
| 1 |
| CBL-0001-00 |
| 2,1 |
| CBL, MMCX R/A JACK TO SMA MALE, 9.5” |
| JEM |
| 1,000 |
|
|
|
| 2 |
| MEC-0052-00 |
| 2 |
| MEC, SPRING CLIP, BARBED |
|
|
| 10,000 |
|
|
|
| 2 |
| CBA-3001-00 |
| 1 |
| CBA, ASSY, FAST ON, BLACK |
| Alronix |
| 3,600 |
|
|
|
| 2 |
| CBA-3002-00 |
| 1 |
| CBA, ASSY, FAST ON, RED |
| Alronix |
| 3,600 |
|
|
|
| 4 |
| MAG-0001-00 |
| A |
| MAG, NEODYMIUM, .250” DIA x .250” LENGTH |
| Magnet Source |
| 4,000 |
|
|
|
Integratech purchase
| Qty |
| Part Number |
| Rev |
| Description |
| Vendor |
| Notes |
|
| 1 |
| HDW-0003-00 |
| A |
| HDW, SCREW, #6 x 1 7/8” PHIL PAN M/S SS |
| IT Distribution |
|
|
|
| 4 |
| HDW-0004-00 |
| A |
| HDW, SCREW, #6 x 1 ½” PHIL PAN M/S SS |
| IT Distribution |
|
|
|
| 4 |
| HDW-0015-00 |
| A |
| HDW, SCREW, #6 x ¼” PHIL PAN M/S SS, EXTERNAL SEMS |
| IT Distribution |
|
|
|
| 2 |
| HDW-0070-00 |
| A |
| HDW, SCREW, #6 x 3/8, FLAT HEAD PHILLIPS, SST |
| IT Distribution |
|
|
|
| 4 |
| HDW-0074-00 |
| A |
| HDW, SCREW, #6 x 3/8, PAN HEAD SLOTTED, NYLON |
| IT Distribution |
|
|
|
| 4 |
| HDW-0072-00 |
| A |
| HDW, SCREW, #6 x 3/16” PHIL PAN ZINC, EXTERNAL SEMS |
| IT Distribution |
|
|
|
5
| 4 |
| HDW-0006-00 |
| A |
| HDW, SCREW, #6 x 3/8” PHIL PAN M/S SS (INS) EXTERNAL SEMS |
| IT Distribution |
|
|
|
| 1 |
| LBL-0002-00 |
| A |
| LBL, AVERY CLEAR (5667/8887) |
|
|
|
|
|
| 5 |
| MEC-0056-00 |
| 1 |
| MEC, PIXEL CONNECTOR |
| MetroTek |
| customer pricing |
|
| 1 |
| MEC-0042-00 |
| 3 |
| MEC,TILE COVER, 3 PRONG, UL94-VO |
| IT PLASTICS |
| customer pricing $10.00 |
|
| 16 |
| MEC-2013-00 |
| 3 |
| MEC, REFLECTOR, PIXEL |
| IT PLASTICS |
| customer pricing $21 |
|
| 4 |
| MEC-0038-00 |
| 1 |
| MEC, PRESSURE SPRING BASE SUPPORT |
| MetroTek |
| customer pricing |
|
| 4 |
| MEC-0039-00 |
| 1 |
| MEC, PRESSURE SPRING, ZINC PLATED |
| IT Distribution |
|
|
|
| 2 |
| MEC-2036-00 |
| 2 |
| MEC, STANDOFF, CONDUCTIVE |
| MetroTek/ IT Distribution |
|
|
|
6
| 1 |
| MEC-2051-00 |
| 6 |
| MEC, COVER, BOTTOM, TILE |
| Advanced Engineering |
| customer pricing $4.85 |
|
| 1 |
| MEC-2057-00 |
| 1 |
| MEC, INSERT COVER/HOLD DOWN WASHER |
| Advanced Engineering |
|
|
|
| 4 |
| HDW-0073-00 |
| A |
| HDW, SHEETMETAL SCREW, #4 x3/8, FLAT HEAD, ZINC |
| IT Distribution |
|
|
|
Integratech manufacture
| Qty |
| Part Number |
| Rev |
| Description |
| Vendor |
| Notes |
|
| 4 |
| MEC-0054-00 |
| 1 |
| MEC, BUS BAR, C’SINK |
| IT metals |
| customer pricing $2.98 |
|
Integratech purchase or manufacture
7
| Qty |
| Part Number |
| Rev |
| Description |
| Vendor |
| Notes |
|
| 4 |
| MEC-2002-00 |
| 1 |
| MEC, QUAD PIX, LS-2002 WITH INSERTS |
| IT PLASTICS |
| customer pricing |
|
| 4 |
| MEC-0041-00 |
| 3 |
| MEC, TUBE COVER, 3 PRONG |
| Plastic Works |
| customer pricing |
|
8
2/9/2006
2006 Build Master Plan (Rev1.2) Feb 9 2006
|
|
| Q1/06 |
| Q2/06 |
| Q3/06 |
| Q4/06 |
| 2006 |
| ||||||||||||||||
|
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| Jan |
| Feb |
| Mar |
| Apr |
| May |
| Jun |
| Jul |
| Aug |
| Sep |
| Oct |
| Nov |
| Dec |
| Total |
|
| Build Number |
| #0 |
| #1 |
| #2 |
| #3 |
| #4 |
| #5 |
| #6 |
| #7 |
| #8 |
| #9 |
| #10 |
| #11 |
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|
|
| Rev. |
| 3.4.2 |
| 3.4.2 |
| 3.4.2 |
| 3.4.3 |
| 3.3.4 |
| 3.4.3 |
| 3.4.3 |
| 3.4.3/4.0 |
| 4.0 |
| 4.0 |
| 4.0 |
| 4.0 |
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|
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| Proposed Builds |
| 400 |
| 450 |
| 500 |
| 550 |
| 800 |
| 1100 |
| 1200 |
| 1300 |
| 1600 |
| 1800 |
| 2000 |
| 11800 |
|
|
|
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| (700+100) |
|
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|
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|
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|
|
|
| (700+100) |
|
|
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|
|
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|
|
|
|
|
| Delivery to Lightspace |
| 500 |
| 0 |
| 0 |
| 400 |
| 500 |
| 500 |
| 650 |
| 800 |
| 1100 |
| 1200 |
| 1300 |
| 1600 |
| 8500 |
|
Assumption: Each build starts 6-8 weeks before delivery
9
** [Confidential Treatment Requested] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
B. PURCHASE ORDERS, DELIVERY QUANTITIES, PRICING
| Build |
| Delivery Date to Lightspace |
| Product Name |
| Product # |
| Quote # |
| qty |
| unit $ |
| Delivery |
|
| #1 |
| 04/07/06 |
| G1.0 Interactive Tile |
| TIA-0001-00 |
| 0510021C-B |
| 400 |
| **[Confidential Treatment Requested] |
| Starting second week in April at minimum 100 units per week |
|
| #2 |
| 05/01/06 |
| G1.0 Interactive Tite |
| TIA-0001-00 |
| 0510021C-B |
| 450 |
| **[Confidential Treatment Requested] |
| Starting May 1st at minimum 100 units per week |
|
| #3 |
| 06/01/06 |
| G1.0 Interactive Tile |
| TIA-0001-00 |
| 0510021C-B |
| 500 |
| **[Confidential Treatment Requested] |
| Starting June 1st at minimum 125 units per week |
|
| #4 |
| 07/03/06 |
| G1.0 Interactive Tile |
| TIA-0001-00 |
| 0510021C-B |
| 650 |
| **[Confidential Treatment Requested] |
| Starting July 3rd at minimum 175 units per week |
|
| #5A |
| 08/01/06 |
| G1.0 Interactive Tile |
| TIA-0001-00 |
| 0510021C-B |
| 700 |
| **[Confidential Treatment Requested] |
| Starting August 1st at minimum 175 units per week |
|
| #5B |
| 08/01/06 |
| G1.5 — Pilot Interactive Tile |
| TIA-0002-00 |
| TBD |
| 100 |
| TBD |
| Starting August 1st at Minimum 50 units per week |
|
| #6 |
| 09/01/06 |
| G1.5 Interactive Tile |
| TIA-0002-00 |
| TBD |
| 1100 |
| TBD |
| Starting September 1st at minimum 275 units per week |
|
| #7 |
| 10/02/06 |
| G1.5 Interactive Tile |
| TIA-0002-00 |
| TBD |
| 1200 |
| TBD |
| Starting October 2nd at minimum 300 units per week |
|
| #8 |
| 11/01/06 |
| G1.5 Interactive Tile |
| TIA-0002-00 |
| TBD |
| 1300 |
| TBD |
| Starting November 1st at minimum 325 units per week |
|
| #9 |
| 12/01/06 |
| G1.5 Interactive Tile |
| TIA-0002-00 |
| TBD |
| 1600 |
| TBD |
| Starting December 1st at minimum 400 units per week |
|
C. SPECIFICATIONS — MANUFACTURING/TEST
D. ENGINEERING CHANGE ORDER SUMMARY FORM
E. TOOLING AND FIXTURES
F. RMA PROCESS
