Exhibit 10.21


 


AMENDMENT ON THE TERMS AND CONDITIONS


GOVERNING PURCHASES


 


This Agreement made and entered into this day, June 10, 1997, by
and between Prime Electronic & Satellite, Inc. (“PESI”), having
its principal place of business at 7 Industrial 9 Road, Ping-Cheng Industrial
Park, Ping Cheng 324, Tao-Yuan Hsien, Taiwan, R.O.C. Tel: 011-886-3-469-9886,
Fax: 011-886-3-469-9887, and Pro Brand International, Inc. (“PBI”), having
its principal place of business at 1900 West Oak Circle, Marietta, Georgia 60032,
U.S.A.


 


Both parties agree to the following terms and conditions governing the
sales of PESI and the purchase by PBI of products of various models:


 


1.                        Each
product shall carry a warranty for a period of two (2) years from the date
of sale by PBI to its customers.


 


2.                        Each
defective unit shall be returned by PBI to PESI for repair or replacement free
of charge or expenses during the warranty period.  PBI shall ship these defective units to PESI
when it has accumulated one hundred (100) units.  If one percent (1%) or more units fail, PESI
agrees to replace these units free of charge.


 


3.                        One
percent (1%) warranty stock, with a minimum of two hundred (200) units, shall
be maintained on premises at PBI in Marietta, Georgia, or other locations as
may be designated by PBI from time to time. 
This shall be in addition to any units in transit for warranty
replacement purposes.  Three to four
percent (3-4%) of the total number of units shipped to PBI will be added as
warranty stock, with one percent (1%) of each shipment thereafter until a
minimum of two hundred (200) units of warranty stock is reached.  Upon notification by PBI of any depletion of
this warranty stock due to warranty replacement to PBI customers, PESI shall make
up each deficiency of warranty stock following the shipping arrangement
specified in this paragraph.


 


4.                        Should
warranty units not be available via returns and/or warranty stock to allow
immediate exchange for any and all defective units, new units will be provided
by PBI to its customers and PESI shall provide new units to PBI as
compensation.


 


5.                        Should PBI’s
quality control tests identify any one hundred (100) unit lot of products to
have two percent (2%) or greater failure rate, an additional one hundred (100)
unit lot shall be tested.  If the
additional lot tested also has a two percent (2%) or greater failure rate, all
units within that shipment will undergo quality control testing.  PESI will pay the full expenses of testing
related to that shipment which must undergo quality control testing.


 


6.                        Failure
rate based on a particular symptom equal to or in excess of one percent (1%)
per shipment over the two year warranty period shall be deemed an epidemic
failure.  Actions necessary to correct
this epidemic failure shall be at the discretion of PBI.  The first course of action shall be a recall
and replacement of lots affected by the defect at 


 

















 


the total expense of PESI, including any additional costs necessary to
rebuild confidence in the PESI product. 
The manner of execution of this and all other actions will be such that
interests of both PESI and PBI will be accommodated as much as possible,
thereby preserving both business relationship between the parties and the
market for their products.


 


7.                        PESI must
notify PBI of anticipated delays in product deliveries at least thirty (30)
days prior to scheduled delivery dates. 
Deliveries delayed over seven (7) days from original or amended
date of delivery due to PESI’s fault are subject to air shipment at PESI’s
expense.


 


8.                        PESI shall
allow PBI to revise the quantity upward or downward on confirmed orders by a
maximum of twenty percent (20%). 
However, a written notification of such revision shall be issued by PBI
to PESI no later than thirty (30) days prior to the scheduled/revised delivery
date.


 


9.                        Any
revision to product specification and/or scheduled delivery date shall require
written notice from PBI to PESI no later than thirty (30) days prior to the
scheduled/revised delivery date.


 


10.                  PBI will have
the exclusive right of sale of PESI products throughout the geographical
territory, including North America, Central and South America.  These exclusivity rights specifically
prohibit PESI or any employee of PESI from selling or attempting to sell any
product to any customer other than PBI, including, but not limited to, OEM
customers, distributors, dealers and individuals, within the geographical
territory mentioned above.  Actions
necessary to correct any such lapse by PESI or its employees shall include, but
not be limited to, PESI’s reimbursement to PBI of the purchase order quantity
at the PBI’s established price for that customer.  If PBI does not have a relationship with that
distributor, dealer or individual, PBI may establish a compensatory price based
upon PBI’s established customer base.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.


 


	
  PRIME ELECTRONICS & SATELLITE  

  	
   

  	
  PRO BRAND INTERNATIONAL, INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark Hsu 

  	
   

  	
  By:

  	
  /s/ Cecilia Shou 

  
	
              Chairman

  	
   

  	
              Cecilia
  Shou, President

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  6/16/97

  	
   

  	
  Date:

  	
  6/16/97