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EXHIBIT 10.56
 VOLUME INCENTIVE AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
 1
    
    PARTIES
  2
    
    RECITALS
 ÖLEVIA
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3
    
    VOLUME INCENTIVE PROGRAM3.1
    
    The Manufacturer agrees that in the event that (i) the monthly shipment of any one of the
models of the Products from the Manufacturer to Syntax exceeds 3,000 units, the Manufacturer
shall provide a 1.5% per invoice discount by the end of that quarter; (ii) the monthly
shipment of any one of the models of the Products from the Manufacturer to Syntax exceeds
6,000 units, the Manufacturer shall provide a 2% per invoice discount by the end of that
quarter; or (iii) the monthly shipment of any one of the models of the Products from the
Manufacturer to Syntax exceeds 10,000 units, the Manufacturer shall provide a 2.75% per
invoice discount by the end of that quarter.3.2
    
    Syntax shall prepare a quarterly shipment report to specify the shipment of the Products
covering the last three months and the total invoice discount amount under Volume Incentive
Program, and submit the report to the Manufacturer for verification and confirmation.3.3
    
    Upon confirmation of the total invoice discount amount under Volume Incentive Program agreed
by both parties, the Manufacturer shall settle the total discount amount at the beginning of
the following quarter 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 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.4.1.2
    
    Such other and further documents as may be reasonably required to cause and effect the
transaction contemplated by this Agreement.5
    
    ACCESS OF INFORMATION
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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.6.3
    
    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 intentions and agreements of the Manufacturer
and Syntax to have such warranties and representations construed and enforced.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
    
    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.7.3
    
    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.
 
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Taiwan Kolin Company LimitedName:
    
    Roger KaoVice PresidentSigned:
    
    /s/ Roger KaoDate:
    
    03/09/04Syntax Groups CorporationName:
    
    James LiChief Executive OfficerSigned:
    
    /s/ James LiDate:
    
    3/9/2004
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