10.19

            Contract between SMTC Manufacturing Corporation and Company dated
            November 9, 2004



<PAGE>

Standard SMTC Contract Rev 08.rtf


                        CONTRACT MANUFACTURING AGREEMENT

                                     Between

                         SMTC Manufacturing Corporation

                                       and

                           OnScreen Technologies, Inc.

                               November___, 2004





<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

                               Table of Contents

SECTION 1.0 - DEFINITIONS

SECTION 2.0 - SERVICES AND PRODUCTS TO BE PROVIDED BY SMTC (LICENSE RIGHTS)

SECTION 3.0 - TERM OF AGREEMENT

SECTION 4.0 - PRICING

SECTION 5.0 - OWNERSHIP OF PROPERTY

SECTION 6.0 - PRODUCT CHANGES; LIABILITY FOR INVENTORY

SECTION 7.0 - LIMITED WARRANTY AND LIMITATIONS OF DAMAGES

SECTION 8.0 - SCHEDULE OF DELIVERIES / ORDER REQUIREMENTS / FORECAST

SECTION 9.0 - FINANCIAL, TECHNICAL INFORMATION AND ASSISTANCE

SECTION 10.0 - ASSIGNMENT

SECTION 11.0 - INDEMNIFICATION

SECTION 12.0 - PROTECTION OF INTERESTS

SECTION 13.0 - RIGHT TO TERMINATE

SECTION 14.0 - EFFECT OF TERMINATION

SECTION 15.0 - FORCE MAJEURE

SECTION 16.0 - DISPUTE RESOLUTION

SECTION 17.0 - NOTICE

SECTION 18.0 - GENERAL PROVISIONS

This Contract Manufacturing Agreement ("Agreement") is entered into this day of
November 2004 ("Effective Date") between SMTC MANUFACTURING CORPORATION
("SMTC"), having its place of business at__________________________and OnScreen
Technologies, Inc. ("OnScreenTM") having its place of business at 200 9th Avenue
North, Suite 210, Safety Harbor, Florid 34695.

WHEREAS SMTC is engaged, inter a/ia, in contract electronic manufacturing and
provision of related services worldwide;

AND WHEREAS OnScreen1*11 has agreed to purchase and SMTC has agreed to provide
the services and materials hereinafter described in connection with the
manufacture of OnScreen'sTM products.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1.0 -  DEFINITIONS

      In this Agreement, unless the context otherwise requires;


____________________       ___________________
   OnScreenTM                     SMTC                              Page 2 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions


1.1   "Assembly Charges" means the charges detailed in Schedules "1-5" to this
      Agreement, including without limitation, charges for board level assembly,
      in-circuit test, functional testing, system level assembly, system level
      test, enclosures, interconnect, packaging and shipping from SMTC's plant
      of manufacture as agreed by OnScreenrM'

1.2   "Confidential Information" means trade secrets, know-how, inventions
      (whether patentable or not), ideas, improvements, materials, data,
      specifications, drawings, processes, results, and formulae and all other
      confidential business, technical and financial information of OnScreenTM,
      including without limitation, the Specifications and the Product
      components delivered to SMTC by OnScreenr".

1.3   "Customer Specific; Materials" means parts, components and other materials
      listed in the Master Bill of Material which as of a particular date are
      not anticipated to be usable for products to be manufactured by SMTC for
      customers other than OnScreenr""

1.4   "Economic Order Quantity" means the minimum quantity specified by a
      supplier to obtain advantageous pricing for individual parts, components
      and other materials listed in the Master Bill of Material.

1.5   "Engineering Change Order" means any change initiated by OnScreenr" to the
      Product or its design, manufacturing or content. No engineering changes
      may be made without the prior written approval of OnScreenTM

1.6   "Excess Materials" means parts, components and other materials listed in
      the Master Bill of Material which as of a particular date are not
      anticipated to be consumed within 30 days thereafter, based on Purchase
      Orders or Forecasts in effect as of such particular date.

1.7   "First Month" has the meaning given in Section 8.1.

1.8   "Forecast" means a Product projection as described in Schedule "2" to this
      Agreement and in Section 8.2.

1.9   "Intellectual Property" means processes and procedures developed or
      acquired by SMTC for the manufacture of Products, including without
      limitation, product binders, manufacturing process documentation,
      photographs, custom tooling, fixtures, production line setup, line
      layouts, manufacturing process improvements. Additionally, as relates to
      SMTC's manufacturing of the Product: designs, drawings, plans, reports,
      patterns, charts, graphs, operation sheets, practices, inventions,
      computer software (including source code and object code), flow charts,
      manuals, functional descriptions, operating data and other similar data
      and information, including any patents, patent rights, trademarks,
      trademark rights, trade names, trade name rights, copyrights, trade
      secrets, industrial designs and any other intellectual property and
      related applications for any of the foregoing. Ali of the above described
      items that are purchased, developed or designed at a direct cost to
      OnScreenT"', are excluded from this definition (hereinafter this exclusion
      is referred to as "OnScreenr"' Intellectual Property").

1.10  "Inventory" means all parts, components and other materials that are
      specifically required for the manufacture of Products and purchased by
      SMTC on behalf of OnScreenr"'.

1.11  "Master Bill of Material" means the parts, components and other materials
      used in the Product described in this Agreement, as it may be modified
      pursuant to Section 6.1.

____________________       ___________________
   OnScreenTM                     SMTC                              Page 3 of 18


<PAGE>


                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

1.12  "Minimum Purchase Quantity" means the minimum purchase quantity available
      from suppliers for parts, components and other materials listed in the
      Master Bill of Material.

1.13  "Non-cancelable, Non-returnable Materials" means parts, components and
      other materials listed in the Master Bill of Material for which suppliers,
      manufacturers, or distributors have limited or restricted the purchasers'
      rights, including rights of return, rescheduling and cancellation.

1.14  "Obsolete Materials" means parts, components and other materials listed in
      the Master Bill of Material which as of a particular date are anticipated
      to have zero demand within 90 days thereafter, based on the current
      Forecast in effect as of such particular date, and which are not
      associated with Products currently manufactured by SMTC;

1.15  "Offline Products" has the meaning given in Section 4.4.

1.16  "Prime Rate" on any day means the annual rate of interest established by
      the WSJ Prime Rate from time to time as its reference rate then in effect
      for determining interest rates on U.S. dollar commercial loans made by it
      in the United States of America.

1.17  "Product(s)" means OnScreen'sT^" products manufactured by SMTC hereunder
      as defined in Schedule 1.17 attached hereto and made a part hereof which
      Products shall change from time-to-time by mutual agreement.

1.18  "Product Technology" has the meaning given in Section 12.3.

1.19  "Property" means any parts, components and other materials, tooling,
      fixtures; or test equipment (i) provided by OnScreenw to SMTC, or (ii)
      purchased by SMTC on OnScreen'sT" behalf in connection with the
      manufacture or assembly of the Product by SMTC, provided that OnScreenT11
      has paid to SMTC all amounts owing in respect thereof.

1.20  "Purchase Order" means a purchase order provided by OnScreenm', to SMTC in
      respect of Products.

1.21  "Services" means the provision by SMTC of all required parts, components
      and other materials as listed in the Master Bill of Material together with
      all assembly services including, but not limited to board level assembly,
      in-circuit and functional testing, packaging and shipping of finished
      Product.

1.22  "Specifications" means, with respect to each Product, the Master Bill of
      Material, schematics, assembly drawings, process documentation, test
      specifications, current revision number and approved vendor list as agreed
      in writing by OnScreenT", and SMTC for such Product, and any written
      revisions thereof.

SECTION 2.0 - SERVICES AND PRODUCTS TO 13E PROVIDED BY SMTC (LICENSE RIGHTS)

2.1   Subject to and in accordance with the terms and conditions of this
      Agreement, OnScreenT"(degree) agrees to purchase the Services and the
      Products exclusively from SMTC. For greater certainty, except as expressly
      provided in this Agreement, OnScreenTM shall not purchase from any other
      supplier products that are the same as or similar to the Products. Prior
      to the time of OnScreenTM placing the first Purchase Order for Product,
      the parties shall have mutually agreed on all Specifications, Assembly
      Charges, and Services that are not in conformity with this Agreement.


____________________       ___________________
   OnScreenTM                     SMTC                              Page 4 of 18

<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

2.2   During the term of and subject to the terms and conditions of this
      Agreement, OnScreenT"' grants SMTC a non-transferable, non-assignable,
      non-exclusive, royaltyfree limited license, with a limited right to grant
      sub(icenses only as set forth in this Agreement to use the OnScreenTM LED
      technology and functional test systems associated with the OnScreenT"' LED
      technology solely for the manufacture and testing of the Products in
      accordance with the terms and conditions of this Agreement ("Licensed
      Rights").

2.3   SMTC may sublicense the Licensed Rights to an approved subcontractor only
      with OnScreenTM's prior written consent to such sublicense. Such
      sublicense shall be solely for the purpose of manufacturing and testing of
      the Products in accordance with the terms and conditions of this
      Agreement. Such sublicense shall bind such subcontractor to the same
      non-competition and non-disclosure terms and conditions of this Agreement.

2.4   SMTC shall serialize each finished LED panel with an indelible number
      indicating as follows: XXIXX (month and year of manufacture), XXX (model
      number), X (panel location within the 4 panel system, lettered top row,
      left to right bottom row, left to right), XXXXXX (sequential manufacture
      number). Additionally, SMTC shall serialize each finished RediAlertTM
      stand with an indelible number indicating as follows: XXIXX (month and
      year of manufacture), XXX (model number), XXXXXX (sequential manufacture
      number). All optional equipment in addition to the LED panels and the
      RediAlertT', stands manufactured or supplied by SMTC to OnScreenTM shall
      exhibit an indelible series of serial numbers in fashion similar to those
      described above in this paragraph. It is the Intention of the parties
      hereto that the serialization as stated herein shall be both beneficial
      and logical to both parties for the purpose of an orderly method to track
      the major components of the Product such as panels, stands, and such other
      components as are mutually agreed by the parties. Therefore, the
      serialization system, as stated, may be modified from time-to-time in
      order to fit the needs of both parties as those respective needs change
      through the further development of existing Products and development of
      additional Products.

SECTION 3.0 - TERM OF AGREEMENT

3.1   The term of this Agreement shall be three years from the Effective Date
      unless terminated earlier pursuant to the provisions of Section 13.0
      hereof. The term of this Agreement may thereafter be renewed for
      successive terms by mutual agreement. After the three year term of this
      Agreement and if the Agreement is not renewed as provided above, this
      Agreement may be terminated by either party only after a six months
      written notice to the other party. SECTION 4.0 - PRICING

4.1   OnScreenT"' agrees to pay SMTC for the Products, Assembly Charges and all
      other aspects of the Services required in connection therewith as mutually
      agreed from time-totime. Notwithstanding anything to the contrary in this
      Agreement, Unless otherwise agreed by the parties in writing, all prices
      quoted by SMTC shall remain in effect for a period of three months from
      the date of written quotation, with update pricing provided to
      OnScreen-'T" on a quarterly basis. Such prices shall be exclusive of all
      applicable taxes. In the event that there is a change in market conditions
      or pricing from suppliers in connection with any parts, components and
      other materials to be purchased by SMTC, then either party may request
      amendment to any quoted price by giving written notice to the other party
      detailing the specific reasons for the requested pricing change. The
      parties shall then use their reasonable commercial efforts to attempt to
      negotiate, in good faith, any required amendment to any such quoted
      price(s) to fairly reflect the change in


____________________       ___________________
   OnScreenTM                     SMTC                              Page 5 of 18

<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

      market conditions. If such an amendment is negotiated by the parties, an
      appropriate adjustment shall be made to the price for each unit of Product
      incorporating any parts, components or other materials subject to the
      price change from quoted prices.

4.2   The terms of payment by OnScreenT" shall be Net 30 days from date of
      invoice or shipment, whichever is the last to occur. In the event
      outstanding balances extend beyond 30 days, SMTC will work with OnScreen
      to rectify the past due balances. If the overdue payments are not made
      current to the satisfaction of SMTC, SMTC reserves the right to place all
      shipments to OnScreenTu on hold until all past due amounts owing to SMTC
      by OnScreenT" have been paid. Additionally SMTC reserves the right to
      charge OnScreenTM interest on any overdue payment owing under this
      Agreement at a rate per annum equal to the Prime Rate plus 2% per annum,
      such interest to accrue and be calculated daily.

4.3   In the event that any Engineering Change Order or change to the Master
      Bill of Material results in an increase or decrease in the price of, or
      time required for, the performance of any aspect of the Services, the
      parties will negotiate, in good faith, an appropriate adjustment to the
      contract pricing and/or delivery schedule to reflect such changes. After
      prior written approval by OnScreenTM, OnScreenT^ shall be responsible for
      all costs related to obsolescence and additional set-up costs relating to
      any Product changes requested by OnScreenTM. SMTC will use reasonable
      commercial efforts to minimize such costs.

4.4   The parties agree that SMTC allocates a material scrap/shrinkage factor of
      1 % of the unit cost of parts, components and other materials listed in
      the Master Bill of Material. This allocation will be applied to losses in
      respect of parts, components and other materials during the normal
      manufacturing process. This allocation will not be applied to finished
      Products which do not pass normal testing ("Offine Products"). SMTC will
      use reasonable commercial efforts to recover Offine Products, however it
      is understood that manufacturing yields for finished goods rarely reach
      100% in an automated manufacturing environment. All Products will be
      manufactured in accordance with the IPC-A-610C international standard.

      In the event OnScreen'sT" design of parts, components and other materials
      and/or required procurement of parts, components or other materials from
      the approved vendor list directly results in the normal yield
      characteristics of a part, component or other material and/or assembly
      process not being met, SMTC shall have the right to invoice OnScreenT"'
      for any scrap and/or shrinkage cost in excess of the 1 % level and/or any
      additional process assembly costs, provided that (1) SMTC has provided
      OnScreenT" with written reports indicating SMTC's detection of the
      fault(s) which is attributable to OnScreen'sTm design.

      In the event SMTC's manufacturing/fabrication/assembly process and/or any
      engineering initiated by SMTC directly results in the normal yield
      characteristics of a part, component or other material and/or assembly
      process not being met, SMTC shall immediately notify OnScreenT" of the
      manufacturing/fabrication/assembly process and/or engineering deficiency
      and shall account to OnScreen ' for all of the non-salvageable parts and
      components.

      During the normal manufacturing process, it is possible that Products
      produced in accordance with all Specifications will not pass Product
      testing. After prior written approval of OnScreenT"', SMTC reserves the
      right to use commercially reasonable efforts to repair and or rework the
      Product. In the event it is unfeasible to repair the Product to a
      shippable state, SMTC will invoice OnScreenTM after a period of 30 days
      for the Product.

____________________       ___________________
   OnScreenTM                     SMTC                              Page 6 of 18

<PAGE>


                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

4.5   SMTC's quoted Assembly Charges are based on standard deliveries of parts,
      components and other materials available to the electronics industry, In
      the event that certain parts, components or other materials are on
      allocation or in the event that additional costs are incurred in order to
      procure parts, components or other materials to meet changes in
      OnScreen'sTM Forecasts that are beyond the agreed upon allowable variance
      in scheduling referred to in Section 8.1, then, after prior written
      approval by OnScreen"', such additional costs shall be invoiced to
      OnScreenTM. In addition, OnScreenTm shall be responsible for any
      additional costs resulting from Engineering Change Orders, replacement of
      suppliers requested by OnScreenT"" in writing or special transportation of
      Products requested by OnScreenTM in writing, including without limitation,
      all applicable freight charges, duties, taxes and brokerage fees, and
      OnScreenTM shall indemnify and save harmless SMTC in connection with such
      costs.

4.6   Both SMTC and OnScreenT"^ shall proactively plan and implement cost
      reduction programs, including cost reductions to the parts, components and
      other materials, Products or assembly processes. OnScreenTM will receive
      100% of all demonstrated cost reductions initiated by OnScreenTM in the
      form of an immediate reduction in the pricing charged to OnScreenT'" for
      the Services, exclusive of parts, components or other materials on hand,
      in transit, or on order prior to the cost reduction. Upon implementation
      of any engineering, design, manufacturing, fabrication or production cost
      reductions which have been initiated by SMTC and approved by OnScreen"",
      SMTC will retain 50% of the demonstrated cost reduction for the first 12
      months with the balance applied as a reduction to the pricing charged to
      OnScreenTM for the Services. After the said 12 months, all such cost
      reduction shall be credited to OnScreenTM.

SECTION 5.0 - OWNERSHIP OF PROPERTY

5.1   The parties acknowledge and agree that the Property, OnScreen'M
      Intellectual Property and Specifications are owned by OnScreenT"' and
      shall not be disposed of in any way without OnScreen'sTM prior written
      authorization. SMTC agrees to act in a commercially reasonable and prudent
      manner in its-handling and storage of Property so as to minimize any loss
      or damage thereto. SMTC further agrees to segregate the Property from
      other materials in SMTC's possession and ensure that at all times the
      Property is clearly identified as being the property of OnScreenThd. The
      parties acknowledge and agree that the Property shall be independently
      insured by OnScreenTM.

5.2   All OnScreenTM' intellectual Property and any tooling and/or equipment
      along with the procedures and processes necessary to operate and
      understand the said tooling and equipment supplied by OnScreenTM
      ("OnScreenTM' Property") or developed or procured by SMTC pursuant to this
      Agreement at OnScreen's expense, shall remain the property of OnScreen and
      shall: (i) be clearly marked or tagged as the property of OnScreenTM, (ii)
      be and remain personal property, and not become a fixture to real
      property, (iii) be subject to inspection by OnScreenTM at any time, (iv)
      be used only in filling purchase orders from OnSdreenT'4, (v) be kept free
      by SMTC of liens and encumbrances, (vi) not be modified in any manner by
      SMTC without the prior written approval of OnScreenTM and (vii) be
      maintained by SMTC in accordance with OnScreen'sTM Maintenance Procedures.
      OnScreenTM shall retain all rights, title and interest in the OnScreenTM
      Property, and SMTC agrees to treat and maintain the OnScreen'M Property
      with the same degree of care as SMTC uses with respect to its own valuable
      equipment. SMTC shall bear all risk of loss or damage to OnScreenTm
      Property until it is returned to OnScreenTM. Upon OnScreen'sT"" request,
      SMTC shall deliver all OnScreen m Property to OnScreenTM in good
      condition, normal wear and tear excepted, without cost to OnScreenTM
      (exclusive of freight costs); OnScreenTm shall determine the manner and


____________________       ___________________
   OnScreenTM                     SMTC                              Page 7 of 18

<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

      procedure for returning the OnScreenTM Property, and shall pay the
      corresponding freight costs. SMTC waives any legal or equitable right it
      may have to withhold OnScreenTM Property, and SMTC agrees to execute all
      documents, or instruments evidencing OnScreen's ownership of the
      OnScreenTM Property as OnScreenTM may from time to time request. All
      processes and procedures other than those described above as OnScreen'hM
      Property, may be retained by SMTC provided, however, that SMTC shall not
      uses any of such processes and/or procedures in any manner, either
      directly or indirectly, for the production, manufacture or sale of any
      product that competes with any of the LED products of OnScreenTM.

5.3   SMTC shall provide to OnScreenTM, at no charge to OnScreen iM, an annual
      inventory before December 31 taken during the month of December, of ail
      Excess Material, Inventory, Products and Property in the possession of
      SMTC.

5.4   Upon request by OnScreenTM, from time to time, and with at least one (1)
      business day notice and during normal business hours, SMTC will grant
      access to its manufacturing facilities and records to OnScreen inspectors.
      SMTC shall allow such inspectors to inspect the manufacturing and quality
      control, testing operations, compliance procedures and records relating to
      the Products, as well as Inventory levels to ensure that SMTC can meet
      OnScreen's future orders for Products, and is otherwise satisfying its
      obligations under this Agreement. SMTC shall promptly implement corrective
      action to remedy deficiencies identified by OnScreen during such
      inspections or in order to comply with the Specifications and this
      Agreement.

SECTION 6.0 - PRODUCT CHANGES; INVENTORY; PRODUCT MANAGEMENT

6.1   The introduction of new designs or the obsolescence of prior designs as
      agreed to by the parties from time-to-time may require Engineering Change
      Orders that may result in changes to the Master Bill of Material. Both
      parties shall use reasonable commercial efforts to accommodate such
      changes, subject to Section 4.3. 6.2 Inventory held by SMTC on behalf of
      OnScreenTM to meet the finished Product volumes contained in the Purchase
      Orders and Forecasts, that:

      (i)   are Customer Specific Materials or Non-Cancelable, Non-Returnable
            Materials, or

      (ii)  are subject to Minimum Purchase Quantity or Economic Order Quantity
            requirements,
      that become Excess Materials or Obsolete Materials due to any Engineering
      Change Orders, introduction of new designs, obsolescence of prior designs,
      changes in the Master Bill of Material, Forecast changes, variations,
      reschedules, cancellations, production delays, termination of this
      Agreement (other than by OnScreenTM pursuant to Section 13.1), or the end
      of the life of a Product, any of which that are Initiated by or caused by
      OnScreenTM, shall become OnScreen'sTM responsibility. Any such Inventory
      shall be purchased outright by OnScreenTM or prepaid by OnScreenTM to the
      total dollar value thereof and moved to a "Customer Owned" location within
      SMTC, within the month in which the Inventory becomes Excess Materials or
      Obsolete Materials. Any Excess Materials or Obsolete Materials subject to
      purchase or prepayment by OnScreenTM will be sold by SMTC to OnScreenTM at
      raw material cost plus a 5% overhead recovery fee, plus any restocking fee
      imposed by the suppliers, manufacturers, or distributors of such
      Inventory. SMTC shall use reasonable effort to assist OnScreenTM in
      selling or otherwise disposing of said Excess Materials or Obsolete
      Materials at no charge to OnScreenT1-1 in addition to the 5% overhead as
      mentioned above herein. A list detailing the Customer Specific Materials,
      Non-Cancelable, Non-Returnable Materials, Excess Materials and Obsolete
      Materials will be provided to OnScreenT"' by SMTC on a monthly basis. SMTC


____________________       ___________________
   OnScreenTM                     SMTC                              Page 8 of 18

<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

      shall notify OnScreenTM in writing of any such pending charges prior to
      the transaction involving such Inventory.

      In the event that such Excess Materials or Obsolete Materials are sold to
      OnScreenTM at raw material cost plus a 5% overhead recovery fee and are
      later deemed by SMTC to be reusable in the manufacturing process, then SMC
      shall repurchase the said Excess Materials or Obsolete Materials from
      OnScreenT"' at raw material cost plus a 5% overhead recovery fee such that
      the purchase price and overhead recovery fee from SMTC to OnScreenT"'
      shall be equal to the purchase price and overhead recovery fee from
      OnScreenTM to SMTC.

SECTION 7.0 - LIMITED WARRANTY AND LIMITATIONS OF DAMAGES

7.1   SMTC warrants that the Products will conform to OnScreen'sT"' applicable
      Specifications and will be free from defects in workmanship, for a period
      of one year from the date of delivery to OnScreenTM. This warranty does
      not apply to: (a) defects resulting from OnScreen'sTm design of the
      Products, (b) Products used in violation of written procedures or
      instructions furnished by SMTC, or (c) Products that have been abused,
      damaged, altered, misused or improperly installed, modified or repaired by
      any person or entity after title passes to OnScreenT"'. Notwithstanding
      anything else in this Agreement, SMTC assumes no liability for or
      obligation related to the performance, accuracy, Specifications, failure
      to meet Specifications or defects of or due to tooling, designs or
      instructions produced or supplied by OnScreenT"'. Upon any failure of a
      Product to comply with the foregoing warranty, SMTC's sole obligation, and
      OnScreen'sT"9 sole remedy, Is for SMTC, at its option, to promptly repair
      or replace such unit and return it to OnScreenT"' or the customer of
      OnScreenT"', freight pre-paid. In order to obtain service under this
      warranty", the customer of OnScreenTm shall: (a) contact OnScreenTM for
      initial minor remedial discussions and instructions; if these discussions
      and instructions are not successful in solving the issue, then (b)
      OnScreenT"' shall contact SMTC to obtain a Return Material Authorization
      (RMA) number along with specific shipping directions, freight charges to
      be paid by SMTC. OnScreen will then provide the RMA number to the customer
      along with the shipping instructions. Under this warranty, SMTC will use
      reasonable commercial efforts to provide the OnScreenT"' customer with a
      repaired or replaced Product at the option and expense of SMTC, freight
      prepaid by SMTC, within five days of receipt of a defective Product. All
      communications with OnScreen's"M customer is the sole responsibility of
      OnScreenTM for all warranty issues.

7.2   SMTC further represents, warrants and covenants to OnScreenTM as follows:

      (a)   The Services shall be provided by SMTC in a professional,
            workmanlike and timely manner.

      (b)   SMTC shall provide board level assembly and testing in accordance
            with the Specifications and mutually agreed testing procedures

      (c)   SMTC shall comply with all applicable laws and regulations in
            providing the Services.

      (d)   SMTC shall manufacture the Products in ISO 9002 certified facilities
            and notify OnScreenTM should there be any change in the
            certification status. The parties shall identify a standard quality
            reporting method of quality data and process response mechanisms
            which will be provided to OnScreenTM on an ongoing basis.

      (e)   SMTC has been granted or issued all permits required for the
            storage, handling, and disposal of all materials or hazardous waste
            used by SMTC in the performance of this Agreement. SMTC has
            implemented programs necessary to monitor and maintain all required
            licenses and permits and to prevent releases of the material to the
            environment. SMTC's employees shall have been trained to


____________________       ___________________
   OnScreenTM                     SMTC                              Page 9 of 18

<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

            properly, safely, and legally (in accordance with all applicable
            local, state, and federal laws and regulations) handle hazardous
            material and wastes. SMTC shall notify OnScreenTM in writing,
            immediately upon discovery of any regulatory action taken or
            initiated against SMTC, whether or not such action relates to or
            arises out of this Agreement, that may impact SMTC's ability to
            deliver the Products. Regulatory compliance and management of SMTC's
            facilities and processes is strictly the responsibility of SMTC and
            OnScreenTM has no express or implied responsibility for the same.

7.3   Notwithstanding any prior inspection or payment by OnScreenT"1,
      OnScreenT"" may reject any portion of any shipment of Products that do not
      conform to the Specifications as determined by OnScreen following quality
      control tests and inspection or as otherwise found to be defective. Any
      Products so returned to SMTC shall, at the option and expense of SMTC, be
      repaired or replaced within five (5) business days of receipt by SMTC of
      the rejected Product; provided that: (i) OnScreenTM obtains a Return
      Material Authorization ("RMA") from SMTC prior to returning the Products,
      SMTC shall provide OnScreen with a RMA promptly upon request and (ii) the
      failure analysis conducted by OnScreen shall accompany the Product.

7.4   Rejection of any portion of any shipment of Products which do not conform
      to the Specifications as determined by OnScreen's End Customer and
      confirmed by OnScreen' after following the procedure described in Section
      7.1 above, shall be returned to SMTC in accordance with the procedure as
      set forth in Section 7.1 above.

7.5   SMTC agrees to pass through to OnScreen the warranty, if any, originally
      provided to SMTC by the manufacturer of such components.

7.6   THE PARTIES MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
      THIS AGREEMENT AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, DISCLAIM ALL OTHER
      WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
      FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF
      DEALING, USAGE OR TRADE PRACTICE.

7.7   NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE OR
      CONTINGENT LOSSES OR DAMAGES ARISING UNDER THIS AGREEMENT, INCLUDING LOSS
      OF REVENUE, PROFIT, OR FAILURE TO REALIZE EXPECTED SAVINGS, EVEN IF
      ADVISED OF THE POSSIBILITY THEREOF. THE PROVISIONS OF THIS SECTION SHALL
      APPLY ONLY IN RESPECT OF ANY CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES,
      COSTS OR EXPENSE OF SMTC AND ONSCREENTM OR ANY OTHER PERSON OR ENTITY,
      WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
      INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE NAMES, INDUSTRIAL
      DESIGNS, TRADE SECRETS OR OTHER SUCH RIGHTS, BREACH OF A FUNDAMENTAL TERM,
      FUNDAMENTAL BREACH OR OTHERWISE.

7.8   OnScreen may authorize SMTC to perform repair work on out-of warranty
      Products. Prices for this rework must be approved in writing by OnScreen
      and authorized by a Purchase Order. Prices for this repair shall be by
      mutual written agreement of the Parties. SMTC warrants that repaired
      out-of-warranty Products shall be of good material and free of workmanship
      defects, for a period of ninety (90) days after delivery to OnScreen's
      designated location.

SECTION 8.0 - SCHEDULE OF DELIVERIES I ORDER REQUIREMENTS I FORECAST

____________________       ___________________
   OnScreenTM                     SMTC                             Page 10 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

8.1   OnScreenTM will provide and maintain non-cancelable Purchase Orders in
      compliance with the following forecast table on or prior to the 15th day
      of each month, which will set forth specifics as to required quantities
      and delivery dates. Each Purchase Order will cover the period beginning
      with the first day of the month following the delivery of such Purchase
      Order (the "First Month") and will also include the first and second
      months after the First Month. Upon acceptance and acknowledgement of
      OnScreen'sT" Purchase Orders by SMTC, SMTC will be obligated to
      manufacture and deliver to OnScreen"I' on the shipping date designated in
      the Purchase Order, and OnScreenT"" will be firmly and irrevocably
      obligated to buy from SMTC, the Products set forth in the Purchase Orders.
      Purchase Order and Forecast revisions are subject to the time constraints
      and allowable quantity variations identified in the chart below. At the
      completion of manufacturing the Products, SMTC may hold finished products
      for no more than 15 days beyond the original scheduled delivery date.
      Thereafter, SMTC will either invoice OnScreenT" and ship the finished
      Products or will make arrangements at OnScreen's7M request to storelhold
      the finished Products on behalf of OnScreenTM for a total period no
      greater than 30 days from original scheduled shipment date at no storage
      cost to OnScreenT"".

      ALLOWABLE VARIANCE FROM FORECAST
<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------------------------
                                   Allowable           % Cancelable       % Reschedule            Maximum
                               Quantity Increase                                              Reschedule Days
      ------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                 <C>                <C>
        First month                                           0%                 0%                 0 days
      ------------------------------------------------------------------------------------------------------------
        First month + 1                  20%                  0%                 0%                 0 days
      ------------------------------------------------------------------------------------------------------------
        First month + 2                  50%                 50%                50%                30 days
      ------------------------------------------------------------------------------------------------------------
        First month + 3                 100%                100%               100%                 N/A
      ------------------------------------------------------------------------------------------------------------
        First month + 4                 100%                100%               100%                 NIA
      ------------------------------------------------------------------------------------------------------------
        First month + 5                 100%                100%               100%                 NIA
      ------------------------------------------------------------------------------------------------------------
</TABLE>

      In the event that OnScreen'sT"" actual demand exceeds the variances shown
      in the table above resulting in SMTC incurring additional costs to
      manufacture, OnScreen rm shall issue a separate Purchase Order to cover
      such costs. SMTC will endeavor to minimize any additional costs.

8.2   On or prior to the 15th day of each month, OnScreenTM will provide SMTC
      with a rolling Forecast of its estimated monthly requirements of Products
      covering the nine months after the issued Purchase Orders, i.e.,
      commencing with the third month after the First Month up to and including
      the eleventh month after the First Month.

8.3   SMTC will execute a material procurement strategy in accordance with the
      Purchase Orders and Forecasts issued by OnScreenT"' and as dictated by
      component lead-times. Any changes will be in accordance to details as
      outlined in Section 8.0 and any resultant liabilities for materials will
      be per section 6.0 of this Agreement.

8.4   In the event that OnScreenT"^ issues any Engineering Change Orders or any
      similar orders or notices requiring any change in the Products listed in
      OnScreen'sT", Purchase Orders that affects the agreed upon delivery date,
      SMTC shall have the right to invoice and ship or invoice and hold the
      finished Products, prior to completion of the requested Engineering Change
      Orders, 15 days after'the original schedule date. All assembled and work
      in process Product requiring treatment by this Engineering Change Order
      will be considered rework. Any rework charges will be calculated by SMTC
      and will be subject to agreement by OnScreenT"d and SMTC will execute such
      rework upon receipt of a rework Purchase Order from OnScreenm.

____________________       ___________________
   OnScreenTM                     SMTC                             Page 11 of 18



<PAGE>


                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

8.5   The parties shall have weekly telephonic conference meetings among SMTC
      project team members and OnScreenTM projects management personnel
      regarding inventory raw material by component and finished Product update
      and inventory management.

8.6   The parties shall have quarterly, or more often if necessary, telephonic
      conference meetings among SMTC project team members and OnScreenT"'
      projects management personnel regarding current status and outstanding
      issue resolution relating to Specifications, Intellectual Property,
      OnScreenTM Intellectual Property, Product, fabrication, manufacturing,
      scheduling, component supply, material source, warranty matters, shipping
      and such other issues as are necessary for production of the Product.

SECTION 9.0 - FINANCIAL, TECHNICAL INFORMATION AND ASSISTANCE

9.1   Each party agrees to provide the other party with relevant information
      concerning its current financial information upon request, provided that
      no such request shall be made more than once per calendar quarter. The
      parties may use this information for the sole purpose of an on-going
      financial review of the operations of the other party. Such information
      shall be treated as Confidential Information for the purposes of this
      Agreement.

9.2   The parties agree to mutually advise each other from time to time without
      charge with respect to all technical information relating to the Product.

SECTION 10.0 -ASSIGNMENT

10.1  Neither party may assign its rights or obligations under this Agreement
      without the prior written consent of the other party, which consent may
      not be unreasonably withheld or delayed.

10.2  In the event OnScreenTM is sold, merged or involved in any other type of
      corporate restructuring which results in a change of control, this
      Agreement shall remain in effect as though no change occurred.

SECTION 11.0 - INDEMNIFICATION

11.1  SMTC shall use commercially reasonable efforts to procure from vendors of
      parts, components and other materials used in the Products, indemnity
      protection extending to OnScreenTm, including the defense of actions and
      payment of all claims, costs, damages, judgments and reasonable legal fees
      resulting from or arising out of any alleged and/or actual infringement or
      other violation of any patents, patent rights, trademarks, trademark
      rights, trade names, trade name rights, copyrights, trade secrets,
      industrial designs, proprietary rights and processes or other such rights
      with respect to all parts, components and other materials procured by SMTC
      under this Agreement.

11.2  In the event that SMTC is unable to secure the indemnity contemplated
      under Section 11.1, for any part, component or other material, SMTC shall
      notify OnScreenTA(degree) and allow OnScreenT"' to participate in
      discussions with the supplier in question with regard to securing such
      indemnification. If the indemnification is still not available after this
      process, OnScreenT"' may then approve the part, component or other
      material without indemnification or ask that SMTC source the part,
      component or other material elsewhere. OnScreenT"' will be responsible for
      any change in price of the part, component or other material in question.


____________________       ___________________
   OnScreenTM                     SMTC                             Page 12 of 18



<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

11.3  OnScreenT"' hereby accepts responsibility for, and shall defend,
      indemnify, and hold harmless SMTC, its officers, directors, employees,
      agents, and shareholders against, any liabilities (including, without
      limitation, costs and expenses of litigation, reasonable legal fees,
      settlements, and damages) arising from defects in the Specifications or
      the design of the Products as supplied by OnScreenT"', and from any
      alleged and/or actual infringement or other violation of any patents,
      patent rights, trademarks, trademark rights, trade names, trade name
      rights, copyrights, trade secrets, industrial designs, proprietary rights
      and processes or other such rights by the Products. SMTC shall promptly
      notify OnScreen"m of any claims related to such indemnification and no
      such claim shall be settled without OnScreen'sTM prior written consent.

11.4  SMTC hereby accepts responsibility for, and shall defend, indemnify, and
      hold harmless OnScreenT"', its officers, directors, employees, agents, and
      shareholders against, any liabilities (including, without limitation,
      costs and expenses of litigation, reasonable legal fees, settlements, and
      damages) arising from defects In the manufacturing and assembling process
      of the Products as supplied by SMTC, and from any alleged and/or actual
      infringement or other violation of any patents, patent rights, trademarks,
      trademark rights, trade names, trade name rights, copyrights, trade
      secrets, industrial designs, proprietary rights and processes or other
      such rights as relates to the manufacturing and assembling process
      designed or utilized by SMTC in the fabrication of the Products.
      OnScreenT"' shall promptly notify SMTC of any claims related to such
      indemnification and no such claim shall be settled without SMTC's prior
      written consent.

SECTION 12.0 - PROTECTION OF INTERESTS

12.1  SMTC shall, during the term of this Agreement and for a period of three
      years thereafter: (a) hold in confidence and not disclose or make
      available to any third party any such Confidential Information obtained
      directly or constructively from OnScreenTM unless so authorized in writing
      by OnScreenT"'; (b) exercise all reasonable efforts to prevent third
      parties from gaining access to the Confidential Information; (c) not use,
      directly or indirectly, the Confidential Information in any respect of its
      business, except as necessary to perform the Services contemplated by this
      Agreement; (d) restrict the disclosure or availability of the Confidential
      Information to those suppliers and subcontractors and others who have read
      and understand this Agreement and who have a need to know the information
      in order to achieve the purposes of this Agreement without the prior
      consent of OnScreenm; (e) not modify any of the Confidential Information
      without the prior written consent of OnScreenT"; (f) take such other
      protective measures as may be reasonably necessary to preserve the
      confidentiality of the Confidential Information; and (g) relinquish to
      OnScreenT" and require all of its employees, officers, and agents, to
      relinquish to OnScreenTm^ all rights it may have in any matter, such as
      drawings, documents, models, samples, photographs, patterns, templates,
      molds, tools or prototypes, which may contain, embody or make use of the
      Confidential Information; promptly deliver to OnScreenT"' any such matter
      as OnScreenTM may direct at any time and not retain any copies or other
      reproductions thereof.

12.2  Confidential Information will not include any information that: (a)
      becomes publicly known without fault or breach on the part of SMTC; (b)
      OnScreen"" provides to others without restriction on disclosure; (c) SMTC
      obtains from a third party without breach of a nondisclosure obligation
      and without restriction on disclosure; (d) is already known to SMTC prior
      to its disclosure by OnScreenT"d or (e) must be disclosed by SMTC by
      statutory or regulatory provision, or court order, provided, however, that
      SMTC provides notice thereof to OnScreenT"^ together with the statutory or
      regulatory provision or court order on which such disclosure is based, as
      soon as practicable prior to such disclosure.


____________________       ___________________
   OnScreenTM                     SMTC                             Page 13 of 18



<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

12.3  SMTC recognizes and agrees that the Products may incorporate certain
      Confidential Information which is proprietary to OnScreenTM, including,
      without limitation, software source and object codes ("Product
      Technology"). All Product Technology is and shall remain the property of
      OnScreenTM. Subject to the provisions of Section 12.2, during the term of
      this Agreement and for a period of three years thereafter, SMTC will not
      (1) directly or indirectly, manufacture, process, label, package, supply,
      or sell, any Product, or other products utilizing Product Technology,
      except as contemplated by the terms of this Agreement; or (it) carry on or
      engage in, directly or indirectly, on its own or through any individual,
      partnership, company, association, or entity, any business or other
      activity utilizing Product Technology.

12.4  All OnScreenTI-" Intellectual Property will remain the sole and exclusive
      property of OnScreen TM. SMTC shall, during the term of this Agreement and
      at alt times thereafter, keep in confidence all of the Intellectual
      Property and OnScreenTM Intellectual Property received and developed by
      it. SMTC shall not use, replicate, distribute, share or disclose to any
      person or entity the Intellectual Property and OnScreenT"" Intellectual
      Property, other than as may be expressly permitted by a separate written
      agreement signed by OnScreenT". SMTC shall take reasonable steps to
      prevent unauthorized disclosure or use of the Intellectual Property and
      OnScreenT" Intellectual Property and to prevent it from falling into the
      public domain or into the possession of unauthorized persons. Each of the
      parties to this Agreement agrees upon request to execute any further
      documents or instruments necessary or desirable to carry out the purpose
      or intent of this Agreement including an assignment of Intellectual
      Property and DnScreenTM Intellectual Property rights, provided that no
      additional obligations or costs shall be incurred as a result of such
      document or instrument.


12.5  Within the period of 12 months after the last day that OnScreenT"" has
      requested work under this Agreement, OnScreenT"' shall make no offers of
      employment or consulting engagements to SMTC personnel (which, for the
      purposes of this Section 12.5, shall include full time, part time,
      permanent and temporary employees and independent consultants and
      contractors), and shall ensure that no affiliate of OnScreenT"', to which
      OnScreenT"' has provided information about such personnel, shall make any
      such offers to SMTC personnel. Should any such personnel be hired or
      engaged by OnScreenTM or such an affiliate within such time period,
      OnScreenTM agrees to pay as liquidated damages to SMTC a fee equal to 75%
      of the total annualized compensation to such personnel.

12.6  Within the period of 12 months after the last day that OnScreenN has
      requested work under this Agreement, SMTC shall make no offers of
      employment or consulting engagements to OnScreenT"' personnel (which, for
      the purposes of this Section 12.5, shall include full time, part time,
      permanent and temporary employees and independent consultants and
      contractors), and shall ensure that no affiliate of SMTC, to which SMTC
      has provided information about such personnel, shall make any such offers
      to OnScreenTM personnel. Should any such personnel be hired or engaged by
      SMTC or such an affiliate within such time period, SMTC agrees to pay as
      liquidated damages to OnScreenT"(degree) a fee equal to 75% of the total
      annualized compensation to such personnel.

SECTION 13.0 - RIGHT TO TERMINATE

13.1  In the event that either party is in material breach of any of its
      obligations under this Agreement, then the other party may give written
      notice of such breach to the defaulting party and request remedy of such
      breach. If the party in breach fails to remedy such breach within 30 days
      after the date of notice then this Agreement may be terminated immediately
      by written notice of termination given by the complaining party,


____________________       ___________________
   OnScreenTM                     SMTC                             Page 14 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

13.2  Notwithstanding the provisions contained in Section 13.1, either party may
      terminate this Agreement by written notice to take effect immediately upon
      receipt thereof by the other party in the event that the party receiving
      notice has become bankrupt or insolvent or has made an assignment for the
      benefit of creditors, or a receiver is appointed for its business or a
      voluntary or involuntary petition of bankruptcy is filed, or proceedings
      for the reorganization of the party are instituted.

SECTION 14.0 - EFFECT OF TERMINATION

14.1  Upon termination of this Agreement:

      (a)   OnScreenTM shall pay to SMTC, in compliance with the terms of
            paragraph 4.2 of this Agreement, all monies due and owing pursuant
            to this Agreement, including without limitation, any remaining
            payments for Inventory, Property, work in process and finished
            Products then being held by SMTC

      (b)   At the option of OnScreenT1', and provided that OnScreenTM has made
            the payments required under Section 14.1 (a) and is otherwise not in
            breach of this Agreement, SMTC shall continue to provide the
            Services and manufacture the Products as contemplated under this
            Agreement for such term as may be agreed upon by the parties, except
            that payment to SMTC for Products and Services shall be on such
            consignment or value added basis as may be agreed upon by the
            parties.

      (c)   Promptly after the later of the termination of this Agreement and
            the termination of the ongoing arrangement referred to in Section
            14.1(b):

            (i)   the parties shall facilitate the transfer of all of Property
                  then being held by SMTC to OnScreenT"' including all
                  documentation relating thereto;

            (ii)  SMTC shall return all original design drawings, copies of
                  drawings, Specifications, written descriptions, and other
                  recorded technical information furnished to SMTC by
                  OnScreenT"' pursuant to this Agreement;

            (iii) SMTC shall transfer to OnScreenT"' all OnScreenm Intellectual
                  Property developed by SMTC for use in production of the
                  Products as described in p 12.4 and otherwise described in
                  this Agreement;

            (iv)  OnScreenT"^ shall transfer to SMTC all Intellectual Property
                  developed by SMTC for use in production of the Products as
                  described in p 12.4 and otherwise described in this Agreement;
                  and (iv) each party shall cease to use the documentation and
                  information provided to it by the other party pursuant to the
                  provisions of this Agreement.

14.2  The following Sections shall survive the expiry or termination for any
      reason of this Agreement: 5.1, 5.2, 7.1, 7.3, 7.4, 7.5, 7.6, 7.7, 11.1,
      11.2, 11.3, 11.4, 121, 12.2, 12.3, 12.4, 12.5, 12.6, 14.1, 16.1, 17.1 and
      18.1 to 18.10, together with any payment obligations arising prior to such
      expiry or termination,

SECTION 15.0 - FORCE MAJEURE

15.1  None of the parties shall be liable for any failure or omission in the
      performance of any provision of this Agreement, if failure is caused by or
      shall arise directly or indirectly, from acts of God, government orders,
      legislation; or regulations, embargoes, fire, storm, floods, strikes,
      labor trouble, wars, riots, failure of carriers or suppliers to transport
      or furnish materials or other contingencies beyond the reasonable control
      of the parties. SMTC shall, however, give prompt notice to OnScreenT"" in
      the event of the occurrence of any of the above contingencies that SMTC
      expects will delay the delivery of the


____________________       ___________________
   OnScreenTM                     SMTC                             Page 15 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

      Services or any part thereof in a timely manner. Any notice from SMTC
      shall include its estimate as to the expected period of delay. Upon
      receipt of such notice or upon OnScreenTM becoming aware of the occurrence
      of any of the above contingencies which OnScreenT'a reasonably expects
      will delay the delivery of the Services or any part thereof, OnScreenTM
      shall be free to obtain some or all of the Services without delay and
      without penalty that are expected to be the subject of delay from other
      suppliers during such period notwithstanding its obligations #e under this
      Agreement. In such circumstances, SMTC shall co-operate with OnScreenT"^
      and any new suppliers to achieve a smooth, effective and expeditious
      transition and SMTC shall deliver any Property as directed by OnScreeniM
      during the period of delay. SMTC shall be entitled to give notice to
      OnScreenT^ following resolution of any outstanding difficulties resulting
      from any such contingency in respect of which it has given notice, or that
      OnScreenT" became aware of, that SMTC is then in a position to provide the
      affected Services in a timely manner in accordance with the provisions of
      this Agreement. In any event, OnScreen7(degree) shall then deal with SMTC
      in connection with the provision of the affected Services commencing on
      the 30th day following receipt of such notice from SMTC. SECTION 16.0 --
      DISPUTE RESOLUTION

16.1  The parties hereby agree that in the event any of the terms and conditions
      contained in this Agreement must be enforced by reason of any failure of
      observance or of performance by any of the parties hereto, in each such
      instance, the parties to this Agreement agree that exclusive jurisdiction
      and venue shall properly lie in the Sixth Judicial Circuit of the State of
      Florida, in and for Pinellas County, Florida, or in the United States
      District Court for the Middle District of Florida (Tampa Division), with
      respect to any legal proceedings arising from this Agreement.

SECTION 17.0 - NOTICE

17.1  Any notice required or permitted to be given for the purposes of this
      Agreement shall be in writing and shall be sufficiently given if
      personally delivered to an officer of the party by facsimile, courier or
      registered letter, postage prepaid and:

      (a)   if to SMTC, addressed to:
            SMTC Manufacturing Corporation
            635 Hood Road Markham, Ontario, Canada
            L3R 4N6
            Attn: President

      (b)   if to OnScreenTM, addressed to:
            OnScreen Technologies, Inc.
            200 9th Avenue North
            Suite 210
            Safety Harbor, Florida 34695

      and such notice shall be deemed to have been given on the day it was
      personally delivered or sent by facsimile or on the fifth business day
      after mailing; provided, however, if after the time of mailing of any such
      notice and prior to delivery, normal postal service is interrupted through
      strikes or other similar irregularities, then such notice shall be deemed
      to have been received on the fifth business day following the resumption
      of normal mail service. Any party may from time to time change its address
      for the purpose of receipt of any such notices by giving written notice of
      such change to the other party in the manner described.

SECTION 18.0 - GENERAL PROVISIONS


____________________       ___________________
   OnScreenTM                     SMTC                             Page 16 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

18.1  Nothing contained in this Agreement shall constitute a joint venture or
      partnership between the parties hereto, or empower a party to bind the
      other.

18.2  Unless otherwise specified, words importing the singular include the
      plural and vice versa and words importing gender include all genders.

18.3  The division of this Agreement into sections, the insertion of headings
      and the provision of a table of contents are for convenience of reference
      only and are not to affect the construction or interpretation of this
      Agreement.

18.4  Each party shall from time to time promptly execute and deliver all
      further documents and take all further action reasonably necessary to give
      effect to the provisions of this Agreement.

18.5  Except as otherwise contemplated hereby, each party hereto shall pay its
      own expenses relating to the negotiation, execution, delivery and
      performance of this Agreement, and in respect of satisfying its
      obligations hereunder. In the event litigation is instituted between the
      parties with respect to all or any part of this Agreement, the prevailing
      party therein shall be entitled to recover, in addition to all other
      relief obtained, its costs, expenses and fees, including reasonable
      attorneys' fees, incurred in such litigation. To the extent practicable,
      such legal fees shall be allocated among the matters involved in such
      litigation directly attributable to the issues upon which such party
      prevailed.

18.6  This Agreement constitutes the entire agreement between the parties with
      respect to the subject matter and supersedes all prior agreements,
      negotiations, discussions, undertakings, representations, warranties and
      understandings, whether written or verbal. No amendment, supplement,
      restatement or termination of any provision of this Agreement is binding
      unless it is in writing and signed by each party to this Agreement.

18.7  This Agreement enures to the benefit of and binds the parties and their
      respective successors and permitted assigns.

18.8  If any provision of this Agreement is or becomes illegal, invalid or
      unenforceable in any jurisdiction, the illegality, invalidity or
      unenforceability of that provision will not affect:

      (a)   the legality, validity or enforceability of the remaining provisions
            of this Agreement; or

      (b)   the legality, validity or enforceability of that provision in any
            other jurisdiction.

18.9  Amounts to be paid or calculated under this Agreement are to be paid or
      calculated in currency of the United States of America.

18.10 No waiver of any provision of this Agreement is binding unless it is in
      writing and signed by all the parties to this Agreement entitled to grant
      the waiver. No failure to exercise, and no delay in exercising, any right
      or remedy, under this Agreement will be deemed to be a waiver of that
      right or remedy. No waiver of any breach of any provision of this
      Agreement will be deemed to be a waiver of any subsequent breach of that
      provision.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
respective dates set out below.

      SMTC MANUFACTURING CORPORATION

      By:_________________________________ This ___ day of November 2004
           (Authorized Signing Officer)


____________________       ___________________
   OnScreenTM                     SMTC                             Page 17 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

Print: John Caldwell

Name: President and CEO

OnScreen Technologies, Inc.


By: /s/ Mark R. Chandler  This 8th day of November 2004
  ----------------------
 (Authorized Signing Officer)

Print Name: Mark R. Chandler
          ------------------
Job Title: COO/CFO
           -----------------



Schedule 1.17

Definition of Products

"Products" as defined at the date of this Agreement are: RediAlertTm and
RedlAd7M along with stands, frames and accessories as contracted in this
Contract, The definition of "Products" is subject to Change from time-to-time by
mutual agreement of the parties hereto,



____________________       ___________________
   OnScreenTM                     SMTC                             Page 18 of 18


<PAGE>

                                [GRAPHIC OMITTED]
                                [GRAPHIC OMITTED]
                        defining manufacturing solutions

18.1  Nothing contained in this Agreement shall constitute a joint venture or
      partnership between the parties hereto, or empower a party to bind the
      other,

18.2  Unless otherwise specified, words importing the singular include the
      plural and vice versa and words importing gender include all genders_

18.3  The division of this Agreement into sections, the insertion of headings
      and the provision of a table of contents are far convenience of reference
      only and are not to affect the construction or interpretation of this
      Agreement,

18.4  Each party shall from time to time promptly execute and deliver all
      further documents and take all further action reasonably necessary to give
      effect to the provisions of this Agreement.

18.5  Except as otherwise contemplated hereby, each party hereto shall pay Its
      own expenses relating to the negotiation, execution, delivery and
      performance of this Agreement, and in respect of satisfying its
      obligations hereunder. In the event litigation is instituted between the
      parties with respect to all or any part of this Agreement, the prevailing
      party therein shall be entitled to recover, in addition to all other
      relief obtained, its costs, expenses and fees, including reasonable
      attorneys' fees, Incurred in such litigation. To the extent practicable,
      such legal fees shall be allocated among the matters involved In such
      litigation directly attributable to the issues upon which such party
      prevailed,

18.6  This Agreement constitutes the entire agreement between the parties with
      respect to the subject matter and supersedes all prior agreements,
      negotiations, discussions, undertaldngs, representations, warranties and
      understandings, whether written or verbal. No amendment, supplement,
      restatement or termination of any provision of this Agreement is binding
      unless It Is In writing and signed by each party to this Agreement.

18,7  This Agreement enures to the benefit of and binds the parties and their
      respective successors and permitted assigns.

18.8  If any provision of this Agreement is or becomes Illegal, invalid or
      unenforceable in any jurisdiction, the illegality, invalidity or
      unen(euro)orceability of that provision will not effect; (a) the legality,
      validity or enforceability of the remaining provisions of this Agreement;
      or (b) the legality, validity or enforceability of that provision in any
      other jurisdiction.

18.9  Amounts to be paid ar calculated under this Agreement are to be paid or
      calculated in currency of the United States of America.

18.10 No waiver of any provision of this Agreement is binding unless it Is in
      writing and signed by all the parties to this Agreement entitled to grant
      the waiver, No failure to exercise, and no delay In exercising, any right
      or remedy, under this Agreement will be deemed to be a waiver of that
      right or remedy, No waiver of any breach of any provision of this
      Agreement wilt be deemed to be a waiver of any subsequent breach of that
      provision.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
respective dates set out below.


      SMTC MANUFACTURING CORPORATION

      By:_________________________________ This 9th day of November 2004
           (Authorized Signing Officer)