TECHNOLOGY RESEARCH AND
DEVELOPMENT
ALLOWANCE AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
This Agreement
(“Agreement”) is made and entered into, by and between
Taiwan Kolin Company Limited, incorporated in Taiwan, whose
registered office is at 11/F No. 86, Section 1, Chung
Ching South Road, Taipei, Taiwan (the “Manufacturer”),
and Syntax Groups Corporation, incorporated in the State of
California, the United States of America, whose registered office
is at 20480 East Business Parkway, City of Industry, CA91789,
U.S.A. (“Syntax”).
WHEREAS, Syntax
designs various consumer electronic-related Products (as hereafter
defined) for manufacture and distribution under and in connection
with the trademarks and trade name, inter alia, ÖLEVIA
; and
WHEREAS,
Manufacturer is a designer and manufacturer of Liquid Crystal
Display (LCD) and Liquid Crystal On Silicon
(LCOS) televisions and has in place the necessary facilities,
permits, licenses and financing to satisfy Syntax’s
requirements for such LCD and LCOS Products.
Pursuant to the
Manufacturing Agreement dated March 9, 2004, Syntax has
appointed the Manufacturer to manufacture the products in the
consumer electronic field, which includes but not limited to the
LCD/ LCOS TV product line. Currently, the Manufacturer is
manufacturing 20,” 27” and 30” LCD TVs for Syntax
and shall expand the product line to other sizes of LCD TV and LCOS
TV from time to time agreed by both parties (the
“Products”).
Following the
execution of the Manufacturing Agreement, the research and
development (R&D) teams of both parties have regularly
conducted R&D meetings to exchange latest technological
information and designs. To facilitate the R&D facilities and
know-how provided by Syntax, the Manufacturer wishes to offer
Syntax a technology research and development allowance
(the
Page 1 of 4
“Allowance”) for the compensation of
the utilization of such facilities and know-how.
NOW, THEREFORE,
in consideration of the mutual benefits to be derived from this
Agreement, the receipt and sufficiency of which are hereto hereby
agree as follows:
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VOLUME INCENTIVE
PROGRAM
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3.1.
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The
Manufacturer agrees to pay the Allowance to Syntax, the calculation
of which shall be 3% of each
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