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EXHIBIT 10.2
GENERAL DYNAMICS
Advanced Information Systems, Inc.
JSI Microelectronics Inc.
4235 Forcum Avenue Suite 500
McClellan, CA 95652-2301
Attention: Mr Larry
Johnson
Subject:
Letter Subcontract Number 70-10135141-05
Enclosures: 1. Disputes
Provision
2. Termination Provision
References: 1. Proposal
Number 20-018
2. Statement of Work dated January 04, 2005
3.
Certifications and Representations
4. GDAIS Standard Subcontract Terms and Conditions dated
July 29, 2004
Dear Mr. Johnson:
This document constitutes a Letter
Subcontract between General Dynamics Advanced
Information Systems, Inc. ("GDAIS" or
"Contractor") located at 8800 Queen Avenue
South, Bloomington, Minnesota 55431 and JSI
Microelectronics Inc.
("Subcontractor") located at 4235 Forcum
Avenue, Suite 500, McClellen, CA
95652-2301. Subcontractor is hereby
authorized to commence work effective
February 21, 2005, in accordance with the
enclosed Statement of Work and the
referenced proposal.
The Subcontractor's acceptance of this
Letter Subcontract will be indicated by
the execution of and returning an executed
copy to GDAIS not later than five (5)
days from the date hereof. Upon
Subcontractor's acceptance of this Letter
Subcontract, Subcontractor agrees to
proceed immediately to perform the services
authorized herein, subject to the
limitations stated. Furthermore, Subcontractor
agrees that Subcontractor's referenced
proposal shall remain valid until this
Letter Subcontract is either definitized or
terminated.
The Subcontractor is not authorized to make
expenditures or to incur
obligations, in performance of this Letter
Subcontract, that exceed
$1,300,000.00. The maximum amount for which
GDAIS shall be liable if this letter
is terminated is $1,300,000.00.
A cost type definitive Subcontract is
contemplated. GDAIS and Subcontractor will
promptly enter good faith negotiations to
definitize this Letter Subcontract
Specifically, GDAIS and Subcontractor shall
negotiate (in a manner consistent
with this Letter Subcontract) flow-down
provisions from GDAIS' prime contract,
and any other provisions deemed necessary
to the Subcontract by GDAIS or
