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Exhibit 10.19
 AGREEMENT BETWEEN INDUSTRIAL DEVELOPMENT
AGENCY (IRELAND) POWER PRODUCTS, LTD. COMPUTER PRODUCTS, INC.
 WHEREAS:
 A.
    
    The Company which is controlled by the Promoters has been incorporated with the principal
object of establishing and carrying on by way of a branch operation at Youghal, Co Cork an
industrial undertaking for the production of power supplies and in accordance with proposals
furnished to IDA by the Promoters has applied to IDA for financial assistance towards the cost
of expanding its facilities which is intended to increase employment from 302 to 553 persons;
 B.
    
    The Company and the Promoters having made the necessary enquiries are satisfied and represent
to IDA that to the best of their belief there will be available to the Undertaking the
relevant resources required for its proper commercial establishment and efficient operation;
 C.
    
    The Promoters have represented to IDA that in their opinion the Undertaking will contribute
to the development of the Irish economy.
 NOW IT IS HEREBY WITNESSED
 DEVELOPMENT OF THE UNDERTAKING




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CONTROL OF THE COMPANY
 PROVISION OF FIXED ASSETS
 PROMOTERS INVESTMENT
 4.1
    
    Additional Equity Equivalent of IR£1, $2,500For the purposes of this Agreement Equity Equivalent shall mean the total monies obtained
by the Company as follows:
 4.1.1
    
    cash received by the Company from the Promoters in consideration for the
issue at par of fully paid-up Ordinary Shares in the Company; and/or4.1.2
    
    retained earnings of the Company capitalised at par as fully paid-up
Ordinary Shares in the Company; and/or4.1.3
    
    retained earnings of the Company transferred to a special non-distributable
reserve account which shall be maintained at the appropriate level for the duration of
this Agreement; and/or4.1.4
    
    loans from the Promoters on the following terms and conditions
(Subordinated Loans):-
 4.1.4.1
    
    that no interest on such loans shall be payable by the Company except out
of profits which would otherwise be available for dividend;4.1.4.2
    
    that no such loans shall be repaid except out of profits of the Company
which would otherwise be available for dividend or out of a new loan
obtained on the same terms for this purpose, or out of the proceeds of a new
issue at par of fully paid-up Ordinary Shares of the Company made for this
purpose;4.1.4.3
    
    that where any such loans are repaid out of profits, there shall be
transferred out of profits which would otherwise have been available for
dividend to a special nondistributable reserve account a sum equal to the
amount of the loan repaid, and that there shall be no reduction in the
amount of such special non-distributable reserve account during the term of
this Agreement;4.1.4.4
    
    that where any such loans are repaid out of a new loan obtained for this
purpose, the new loan shall be subject to these conditions as if it were the
original loan;
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4.1.4.5
    
    that in the event of the winding up of the Company the amount of any such
loans still outstanding shall be subordinated to the claims of the unsecured
creditors of the Company;
 PROVIDED ALWAYS that not less than 25% of the Equity Equivalent shall be Ordinary
Shares in the Company as specified at Clauses 4.1.1 and/or 4.1.2 above and PROVIDED
FURTHERthat retained earnings utilised as Equity Equivalent as aforesaid shall not
include any sum received in respect of the grant or derived from a revaluation of the fixed
assets of the Company.4.2
    
    Such further sums, including working capital, as may be required for the Undertaking.4.3
    
    The total amount paid from the grant shall at no time exceed the total amount of Equity
Equivalent of which at all times not less than 25% shall comprise an amount for issued
Ordinary Shares in the Company as aforesaid.
 PLANNING PERMISSION AND PREVENTION OF POLLUTION
 5.1
    
    obtain all relevant permissions prescribed by Local and/or National Authorities and shall
comply with all requirements of such permissions and with all Building Regulations and
Statutory requirements (if any) required for the Undertaking;5.2
    
    comply with all statutory requirements and other requirements which IDA reasonably considers
to be necessary in relation to environmental controls and the prevention of pollution.
 GUARANTEES
 INSURANCE
  7.1
    
    keep all the fixed assets insured in accordance with good commercial practice;7.2
    
    obtain on commencement of production and in accordance with good commercial practice
Consequential Loss Insurance to adequately indemnify the Company against losses and costs
resulting from fire and explosion, and7.3
    
    make arrangements to ensure that IDA will be notified of any failure to renew the insurance
specified at Clauses 7.1 and 7.2 hereof and also of any change in such insurance.
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RESTORATION OF FIXED ASSETS
 NON-DISTRIBUTION OF THE GRANT
 ROYALTIES OR SIMILAR PAYMENTS
 10.1
    
    that to the extent that the said royalty and/or similar payments exceed 5% -of the Companys
net annual sales, such excess shall not be payable except out of profits (including
accumulated profits) of the Company which would otherwise be available for dividend; and10.2
    
    that in the event of the winding up of the Company the amount of any such excess accrued or
accruing for payment but unpaid shall be subordinated to the claims of the unsecured
creditors, including IDA, of the Company;
 PROVIDED ALWAYS
 PAYMENT OF THE GRANT
 11.1
    
    The grant shall be paid subject to the following terms and conditions and the Company shall
provide evidence satisfactory to IDA:
 11.1.1
    
    that the Company is acting within its powers in establishing and carrying on the
Undertaking by furnishing a Certificate from a Lawyer practising within the
jurisdiction within which the Company is incorporated;11.1.2
    
    that the documents required to be filed with the Registrar of Companies pursuant to
the European Communities (Branch Disclosures) Regulations 1993 have been duly filed by
furnishing a Certificate from an Irish solicitor;11.1.3
    
    that the Company has obtained suitable premises for the Undertaking and has title
acceptable to IDA to all land and buildings required for the Undertaking;11.1.4
    
    that the Company is in compliance with all the terms and conditions of its property
agreements, if any, with IDA;
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11.1.5
    
    that the necessary arrangements have been made for the provision of all capital
required for the Undertaking as specified at Clause 4 hereof;11.1.6
    
    that all Planning Permissions as aforesaid have been obtained and complied with;11.1.7
    
    that all requirements for the control of the environment and prevention of pollution
as aforesaid have been complied with;11.1.8
    
    that insurance arrangements as aforesaid have been made;11.1.9
    
    that the Company has obtained a tax number in the relevant tax district; that it is
up to date in its tax affairs with the Revenue Commissioners and prior to payment from
the grant it shall submit an up-to-date tax clearance certificate from the Revenue
Commissioners;11.1.10
    
    the fixed assets have been provided in accordance with the proposals;11.1.11
    
    that the Company has complied up-to-date with all the provisions of this Agreement;
 11.2
    
    Subject to compliance with all the relevant terms of this Agreement the grant shall be paid
to the Company in accordance with the arrangements set forth in the Schedule applicable to the
particular grant from which payment is sought.
 FURNISHING OF INFORMATION
 12.1
    
    The Company shall permit the officers and agents of IDA to inspect the fixed assets at all
reasonable times during the term of this Agreement and shall furnish to IDA promptly whenever
required to do so by IDA all such information and documentary evidence as IDA may from time to
time reasonably require to vouch compliance by the Company with any of the terms and
conditions of this Agreement.12.2
    
    The Company acknowledges the right of IDA to consult with relevant third parties to obtain
any information it may reasonably require relating to the affairs of the Company and/or the
Promoters prior to any payment from the grants and to withhold grant payments in the event of
such information being unsatisfactory to IDA. The Company and/or the Promoters hereby
undertake to instruct such third parties to furnish any such information to IDA on request.12.3
    
    The Company and/or the Promoters shall submit Annual Audited Accounts satisfactory to IDA for
the duration of this Agreement within, six months from the end of the relevant financial year.
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NOTICES
 13.1
    
    The Certificate of an Officer of IDA certifying any decision of IDA taken or made hereunder
shall save in the case of manifest error be conclusive evidence of any such decision.13.2
    
    Any notice under this Agreement may be sent by IDA to the Company by registered post to the
address for services registered by the Company under the provisions of The European
Communities (Branch Disclosures) Regulations 1993.13.3
    
    IDA shall use its best endeavours to send copies of all notices issued by it on foot of this
Agreement to the Company contemporaneously to the Promoters at their address herein specified,
but failure to do so shall not constitute a breach of this Agreement on its part.
 CONSENTS
 14.1
    
    Circumstances requiring the consent, approval or permission of any party hereto shall be
interpreted to mean that such consents, approvals or permissions shall not be unreasonably
withheld. This provision shall not apply to the provisions of Clause 2 hereto.14.2
    
    Any variation or modification of any of the terms or conditions herein made at the request of
or with the agreement of the Company and with the consent of IDA shall not in any way
determine or prejudice the Promoters liability hereunder PROVIDED that the financial amount
of the Promoters said liability shall not be increased without its express agreement in
writing.
 BRANCH OPERATION  PROVIDED ALWAYS
 TERMINATION OF AGREEMENT
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CANCELLATION AND REVOCATION OF THE GRANT
 17.1
    
    if there be any breach of the terms or conditions of Clause 2 hereof;17.2
    
    if the Company should to a material extent be in breach of any of the terms and conditions of
this Agreement other than those specified in Clause 17.1 and having failed to establish to the
reasonable satisfaction of IDA that such breach was due to force majeure shall not have
rectified such breach within 30 days after written notice thereof has been served on the
Company;17.3
    
    if an order is made or an effective resolution is passed for the winding up of the Company
other than a bona fide winding up for the purposes of amalgamation or reconstruction to which
IDA has given its prior approval in writing;17.4
    
    if a Receiver or an Examiner is appointed over any of the property of the Company or if a
distress or execution is levied or served upon any of the property of the Company and is not
paid off within 30 days;17.5
    
    if the Company should cease to carry on the Undertaking.
  GOVERNING LAW
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FIRST SCHEDULE
 PROVISION OF FIXED ASSETS FOR THE UNDERTAKING
 1.
    
    
    
    FIXED ASSETS
    
    
    ESTIMATED COSTSIR£1.1
    
    
    
    Factory Building Modifications
    
    
    
    2,906,0001.2
    
    
    
    New Machine and Equipment
    
    
    
    9,439,000Total
    
    
    
    12,345,000
  2.1
    
    have the construction of the said proposed factory building modifications for the Undertaking
commenced to the satisfaction of IDA not later than 31 December 1997 and completed in a proper
and satisfactory manner not later than 31 December 2000;2.2
    
    Purchase and have installed in a proper and workmanlike manner ready for operation in the
said factory buildings all machinery and equipment suitable in all respects required for the
Undertaking by 31 December 2000;2.3
    
    have commenced production in the Undertaking by 30 June 1998.
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SECOND SCHEDULE
 ADDITIONAL TERMS AND CONDITIONS RELATING TO THE GRANT
 1.
    
    The grant shall be payable in respect of the total number of such jobs as are created in the
Company (in accordance with Paragraph 7 of this Schedule) provided such jobs are occupied by
EU citizens who are subject to Irish taxation.
 2.
    
    A job for the purposes of the grant shall be a permanent full time position in the
Undertaking and shall be deemed to be created when a contract of employment has been signed
and payment has been made to an employee in respect of work done in the job.
 3.
    
    The grant in respect of each job created shall be paid in two moieties. The first moiety
shall be payable when the job has been created and the second moiety shall be payable when
permanent full-time employment in the job for a twelve month period has been completed.
 4.
    
    Claims for payment of an installment from the grant may be submitted monthly and shall be
certified by the Companys Auditors in an agreed format.
 5.
    
    The Company shall also submit details of the Companys employment history to date; this shall
give such particulars as IDA may require in a format satisfactory to IDA.
 6.
    
    IDA may at any time within five years from the date of payment of the first moiety of the
grant in respect of any job revoke the grant paid in respect of that job if the job should
become vacant and remain vacant for a period in excess of six calendar months.
 7.
 
 Job Description
    
    
    Base
    
    
    
    1997
    
    
    
    1998
    
    
    
    1999
    
    
    
    2000
    
    
    
    TotalManufacture
    
    
    
    
    
    
    
    
    30
    
    
    
    
    36
    
    
    
    
    37
    
    
    
    
    44
    
    
    
    
    147Manufacturing/ Engineering
    
    
    
    
    
    
    
    
    4
    
    
    
    
    4
    
    
    
    
    4
    
    
    
    
    4
    
    
    
    
    16R&D
    
    
    
    
    
    
    
    
    7
    
    
    
    
    9
    
    
    
    
    10
    
    
    
    
    12
    
    
    
    
    38Administration
    
    
    
    
    
    
    
    
    3
    
    
    
    
    3
    
    
    
    
    3
    
    
    
    
    2
    
    
    
    
    11Marketing/Sales
    
    
    
    
    
    
    
    
    2
    
    
    
    
    2
    
    
    
    
    3
    
    
    
    
    4
    
    
    
    
    11Quality/Materials
    
    
    
    
    
    
    
    
    7
    
    
    
    
    7
    
    
    
    
    7
    
    
    
    
    7
    
    
    
    
    28Total
    
    
    
    302
    
    
    
    
    53
    
    
    
    
    61
    
    
    
    
    64
    
    
    
    
    73
    
    
    
    
    251
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PRESENT when the Seal of theINDUSTRIAL DEVELOPMENT AGENCY (IRELAND)
was affixed hereto:- /s/MEMBER/AUTHORISED OFFICER/s/ Richard RyanMEMBER/AUTHORISED OFFICER POWER PRODUCTS, LTD.
 /s/ Gary DuffyDirector/s/ Richard J. ThompsonDirector COMPUTER PRODUCTS, INC.
 /s/ Joseph M. ODonnellChairman/s/ Richard J. ThompsonVice President / Finance & Secretary 10




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th
 INDUSTRIAL DEVELOPMENT AGENCY (IRELAND)
 
 POWER PRODUCTS, LTD.
 
 
 COMPUTER PRODUCTS, INC.
 
 
 GRANT AGREEMENT
 
 
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