Exhibit 10.12


Manufacturing
Contract


	
  Customer:

  	
   

  	
  Lightspace Corporation

  125 CambridgePark Drive

  Cambridge MA 02140 

  Tel: 617-868-1700

  www.lightspacecorp.com



  	
   

  	
  

  

  

  Fax: 617-868-1799

  	
   

  	
  Date:
  May 5, 2005

  Contract  20050505/USSL

  
	
  Manufacturer:

  	
   

  	
  High-Tech O&E

  Corp/Mechatron Co. Ltd 

  545 Concord Ave.

  Cambridge MA 02138.

  Tel: 617-497-1108

  www.hightechonecorp.com

  	
   

  	
  

  

  

  

  Fax: 617-497-8899

  	
   

  	
   

  



 


This
contract is made by and between the Customer and the Manufacturer (hereafter as
MFR): where the Customer agrees to buy and the MFR agrees to sell manufactured
products according to the terms and conditions stipulated below:


1.               Customer agrees to purchase
a minimum of $5,000,000 of manufactured products from MFR over a five year
period.


2.               Customer retains the right
to cancel this contract if MFR ownership is not held 100% by Dr. Jicheng Gu.


3.               There will be several stages
of design and manufacturing over the life of this agreement, with each stage involving
increasing levels of participation of MFR in the design process, as well as a
larger percentage of the manufacturing of the final product as sold by
Customer.


4.               The first stage will be the
custom parts list attached as Order AI, and Customer may request full or
partial orders to be made and delivered in increments of 10%. MFR agrees to
provide new design of quad pixel without charge, and the price of quad pixel
will be adjusted.


5.               AOR 2 — 4 weeks for each
delivery order. The first order/delivery will be longer because of tooling preparation.


6.               Payment by LIC, with 50%
upon placing order and balance upon delivery.


7.               Provided at least $1,000,000
of this contract is satisfied within the first two years, MFR will not charge Customer
for tooling, and Customer shall own the tooling free of charge. Otherwise,
Customer will pay for tooling, and shall own all tooling paid for.


8.               Termination of this contract shall be at the
earlier of five years after signing or on misalignment. Customer and MFR must
mutually agree to pricing, quality standards, and delivery schedules prior to each
order or partial order to avoid misalignment and minimum purchase commitment
abrogation.


	
  Lightspace Corporation

  	
   

  	
  High-Tech O&E
  Corp./Mechatron

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Ken Lang

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  5/15/05

  	
   

  	
  Date:

  	
   

  



 


 





















 


ORDER A1


	
  1

  	
   

  	
  MEC-2051-00

  Cover Bottom Tile

  	
   

  	
  25,000
  pcs

  	
   

  	
  $

  	
  3.15/pc

  	
   

  	
  $

  	
  78,750.00

  	
   

  	
  TBD

  
	
  2

  	
   

  	
  MEC-0042-00

  Cover Tile

  5mm thickness instead

  	
   

  	
  25,000
  pcs

  	
   

  	
  $

  	
  6.98/pc

  	
   

  	
  $

  	
  174,500.00

  	
   

  	
  TBD

  
	
  3

  	
   

  	
  MEC-0038-00

  A1 Base Support

  	
   

  	
  100,000
  pcs

  	
   

  	
  $

  	
  0.19/pc

  	
   

  	
  $

  	
  19,000.00

  	
   

  	
  None

  
	
  4

  	
   

  	
  MEC-0054-00

  A1 BusBar C’sink

  	
   

  	
  100,000
  pcs

  	
   

  	
  $

  	
  3.78/pc

  	
   

  	
  $

  	
  378,000.00

  	
   

  	
  TBD

  
	
  5

  	
   

  	
  MEC-2020

  LED Cradle

  	
   

  	
  400,000
  pcs

  	
   

  	
  $

  	
  0.05/pcs

  	
   

  	
  $

  	
  20,000.00

  	
   

  	
  TBD

  
	
  6

  	
   

  	
  MEC-2021

  LED Cradle

  	
   

  	
  400,000
  pcs

  	
   

  	
  $

  	
  0.05/pc

  	
   

  	
  $

  	
  20,000.00

  	
   

  	
  TBD

  
	
  7

  	
   

  	
  MEC-2002

  Quad Pixel

  	
   

  	
  100,000
  pcs

  	
   

  	
  $

  	
  2.25/pc

  	
   

  	
  $

  	
  225,000.00

  	
   

  	
  TBD

  
	
  8

  	
   

  	
  MEC-0041

  Cover Tube

  	
   

  	
  100,000
  pcs

  	
   

  	
  $

  	
  0.39/pc

  	
   

  	
  $

  	
  39,000.00

  	
   

  	
  TBD

  
	
  9

  	
   

  	
  MEC-2013

  Reflector

  	
   

  	
  400,000
  pcs

  	
   

  	
  $

  	
  0.l28/pcs

  	
   

  	
  $

  	
  51,200.00

  	
   

  	
  TBD

  



 


 


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