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[***] = CONFIDENTIAL PORTIONS OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
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 EXHIBIT 10.58
 WARRANTY AND REPAIR
SERVICES AGREEMENT
 1
    
    PARTIES
 st
 2
    
    RECITALS
 ÖLEVIA
    Page 1 of 5




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  3
    
    PROGRAM3.1
    
    The Manufacturer agrees to pay the Allowance to Syntax, the calculation is based on each
monthly shipment of the Products at following Allowance per unit shipped:
 TV Products
    
    Allowance per unit20 LCD TV
    
    [***]26, 27, 30 LCD TV
    
    [***]32, 37 LCD TV
    
    [***]42, 47 LCD TV
    
    [***]55 LCD TV & 50, 65 LCOS TV
    
    [***]
 3.2
    
    Syntax shall prepare a monthly shipment report to specify the shipment of the Products
covering the last month period and the total amount of the Allowance, and submit the report to
the Manufacturer for verification and confirmation.3.3
    
    Upon confirmation of the Allowance agreed by both parties, the Manufacturer shall settle the
Allowance at the beginning of the following monthly by issuing a credit memorandum which shall
be applied to off-set the total outstanding account payable owed to the Manufacturer by
Syntax.4
    
    EXECUTION4.1
    
    Upon execution of this Agreement:4.1.1
    
    This Agreement will be in full force from the date hereof with continued executions till the
end of business relationship between the Manufacturer and Syntax with 90 days advance notice
by either party.4.1.2
    
    Such other and further documents as may be reasonably required to cause and effect the
transaction contemplated by this Agreement.
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 5
    
    ACCESS OF INFORMATION
  6
    
    WARRANTIES OF SYNTAX6.1
    
    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.6.2
    
    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
    
    WARRANTIES OF THE MANUFACTURER7.1
    
    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.7.2
    
    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.8
    
    MISCELLANEOUS8.1
    
    Amendment of Modification. The Provisions of this Agreement may be waived, altered, amended,
or repealed, in whole or in part, only by written consent of all Parties to this Agreement.
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 8.2
    
    Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the
Parties to it and their respective heirs, representatives, successors and assigns. None of
the Parties hereto shall assign any of its rights or obligations hereunder except with the
express written consent of the other Parties hereto.8.3
    
    Invalidity. It is intended that each paragraph, provision and word of this Agreement shall
be viewed a separate and divisible, and in the event that any paragraph, provision or word
shall be held to be invalid, the remaining paragraphs, provisions or words shall continue to
be in full force and effect, giving such effect to the deleted paragraphs, provisions, words
as may be required to properly interpret the remaining Agreement.8.4
    
    Descriptive Headings. Descriptive headings contained herein are for convenience only and
shall not control or affect the meaning or construction of any provision of this Agreement.8.5
    
    Notice. Any and all notices, consents, requests, demands, instructions, approvals or other
communications of this Agreement shall be in writing and shall be deemed duly given on the
date of service personally on the Party to whom the notice is given, or within seven (7) days
after mailing, if mailed to the Party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed to the Party by an address
that the Party may have designated; if sent by facsimile, followed by first class mail, upon
receipt of the facsimile; and if sent by electronic mail when the communication is first
stored in the other partys electronic mailbox.8.6
    
    Choice of Law. This Agreement shall be construed in accordance with and governed by the laws
of the State of California.8.7
    
    Execution of Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and same
instrument.8.8
    
    Attorneys Fees. In the event of legal proceedings or arbitration is instituted to enforce,
interpret or for the breach of any of the terms of this Agreement, the prevailing Party shall
be entitled to his, her or its reasonable attorneys fees.8.9
    
    Survival of Warranties, Obligations, Promises and Representations. Any warranty, obligation,
promise or representation of any Party to this
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 Agreement shall survive the closing of this Agreement. This section shall be binding upon
and shall inure to the benefit of the Parties to this Agreement and their respective heirs,
representatives, successors and assigns.8.10
    
    Alternatives Dispute Resolution. If any dispute arises relating to this Agreement, the
Parties will attempt in good faith to settle it through mediation conducted by a mediator to
be mutually selected. The Parties will share the costs to the mediator equally. If the
dispute is not resolved within 30 days after it is referred to a mediator, any Party may file
a lawsuit to enforce this Agreement.8.11
    
    Independent Counsel. Each Party to this Agreement hereby acknowledges that they have been
advised of their right to seek independent legal and/or other counsel regarding the
advisability of entering into this Agreement or consenting to any of the terms contained
herein, and have actually sought such independent advice and counsel or knowingly waived the
right to seek the same.
  Taiwan Kolin Company LimitedName:
    
    Roger Kao
Vice PresidentSigned:
    
    /s/ Roger Kao04/01/04Syntax Groups CorporationName:
    
    James LiChief Executive OfficerSigned:
    
    /s/ James Li4/1/2004
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 Amendment
  TV Products
    
    Allowance per unit20 LCD TV
    
    [***]23 LCD TV
    
    [***]26, 27 & 30 LCD TV
    
    [***]32, 37 LCD TV
    
    [***]40 LCD TV
    
    [***]42 LCD TV
    
    [***]47, 57 LCD TV
    
    [***]50, 65 LCoS TV
    
    [***]
 Acknowledged and Agreed by/s/ Roger Kao

Manufacturer
    
    Dec. 28, 05

DateAccepted by/s/ James Li

Syntax-Brillian
    
    12.27.2005

Date