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EXHIBIT 10.55
 PRICE PROTECTION
FOR
CHANNELS AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
 1
    
    PARTIES
  2
    
    RECITALS
 ÖLEVIA
    Page 1 of 4




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3
    
    PRICE PROTECTION3.1.
    
    The Manufacturer agrees to offer the price protection to Syntax against 50% of the mark down
allowance offered by Syntax to the Channels. Prior approval of the Manufacturer shall be
obtained if any price protection claimed by Syntax to the Manufacturer higher than 50% as
agreed.3.2.
    
    Syntax shall prepare a monthly price protection report to specify the mark down allowance to
respective Channels and the total price protection amount at the end of each calendar month,
and submit forthwith the report to the Manufacturer for verification and confirmation.3.3.
    
    Upon confirmation of the price protection amount agreed by both parties, the Manufacturer
shall settle 50% of the total price protection amount at the beginning of the following
calendar month by issuing a credit memorandum which shall be applied to off-set the total
outstanding account payable owed to the Manufacturer by Syntax.4
    
    CATASTROPHIC FAILURE OF THE PRODUCTS4.1.
    
    In the event that there is a catastrophic failure of the Products occurred in the Channels as
defined according to market practice, Syntax shall inform forthwith the Manufacturer about the
event and take necessary steps to minimize the loss from the event.4.2.
    
    The Manufacturer agrees to reimburse all expenses and loss incurred in the event of
catastrophic failure of the Products upon receipt of a written statement from Syntax to claim
such reimbursement.4.3.
    
    The Manufacturer may issue a credit memorandum which shall be applied to off-set the total
outstanding account payable owed to the Manufacturer to Syntax.
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5
    
    EXECUTION5.1.
    
    Upon execution of this Agreement:5.1.1
    
    This Agreement will be in full force from March 9, 2004 with continued executions till the
end of business relationship between the Manufacturer and Syntax with 90 days advance notice
by either party.5.1.2
    
    Such other and further documents as may be reasonably required to cause and effect the
transaction contemplated by this Agreement.6
    
    ACCESS OF INFORMATION
  7
    
    WARRANTIES OF SYNTAX7.1.
    
    Syntax hereby warrants and represents to the Manufacturing that Syntax is a corporation duly
organized, validly existing and in good standing under the laws of the State of California,
the U.S.A.7.2.
    
    There is no litigation, suit, proceeding, action, claim or investigation, at law or in
equity, pending, or to the best knowledge of Syntax, threatened against, or affecting in any
way, Syntaxs ability to perform its obligations as contemplated by this Agreement.7.3.
    
    In the event that any warranty or representation contained herein above is deemed
unenforceable under the laws of any jurisdiction, the remaining warranties and representations
to the extent they are enforceable shall remain in full force and effect, and the Manufacturer
and Syntax hereby agree that a court or arbitrator may cause these warranties and
representations concerning disclosure of confidential and sensitive business information to
the reasonable extent possible given the express
 Page 3 of 4




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intentions and agreements of the Manufacturer and Syntax to have such warranties and
representations construed and enforced.
 8
    
    WARRANTIES OF THE MANUFACTURER8.1.
    
    The Manufacturer hereby warrants and represents to Syntax that the Manufacturer is a
corporation duly organized, validly and in good standing under the laws of Taiwan.8.2.
    
    The Manufacturer hereby warrants that the Manufacturer has all requisite power and authority
to execute and perform its obligations under this Agreement and consummate the transactions
contemplated hereby.8.3.
    
    There is no litigation, suit, proceeding, action, claim or investigation, at law or in
equity, pending, or to the best knowledge of the Manufacturer, threatened against, or
affecting in any way, the Manufacturers ability to perform its obligations as contemplated by
this Agreement.
  Taiwan Kolin Company LimitedName:
    
    Roger KaoVice PresidentSigned:
    
    /s/ Roger KaoDate:
    
    03/09/04Syntax Groups CorporationName:
    
    James Li
Chief Executive OfficerSigned:
    
    /s/ James LiDate:
    
    3/9/2004
 Page 4 of 4




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Amendment to the
PRICE PROTECTION
FOR
CHANNELS AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
 1.
    
    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) have entered into an agreement with an effective date of March 9,2004 regarding the
reimbursement to Syntax by Manufactured of price protection granted by Syntax to its
customers(the Agreement).2.
    
    The parties hereby agree to amend the Agreement by adding the following section:
  3.
    
    Unless specifically stated herein, all other terms and conditions of the Agreement remain in
full force and effect.
  Taiwan Kolin Company LimitedName:
    
    Roger KaoVice PresidentSigned:
    
    /s/ Roger KaoDate:
    
    12/31/2004Syntax Groups CorporationName:
    
    James Li
Chief Executive OfficerSigned:
    
    /s/ James LiDate:




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Amendment to the
PRICE PROTECTION
FOR
CHANNELS AGREEMENT
Between
Taiwan Kolin Company Limited
And
Syntax Brillian Corporation
 1.
    
    The parties hereby agree to amend the Agreement:
  2.
    
    Unless specifically stated herein, all other terms and conditions of the Agreement remain in
full force and effect.
  Taiwan Kolin Company LimitedName:
    
    Roger KaoVice ChairmanSigned:
    
    /s/ Roger KaoDate:
    
    07/19/06Syntax Brillian CorporationName:
    
    James Li
President and Chief Operating OfficerSigned:
    
    /s/ James LiDate:
    
    7/19/06