Unassociated Document


    

      CONFIDENTIAL
        TREATMENT REQUESTED

      WITH
        RESPECT TO CERTAIN PORTIONS HEREOF

      DENOTED
        WITH “***”

    

    
 

    EXHIBIT
      10.2

    


    SUPPLY/PURCHASE/AGENCY
      AGREEMENT 

    


    This
      Supply/Purchase/Agency Agreement (the “Agreement”),
      entered into as of July 11, 2008, is by and between SMG Indium Resources Ltd.,
      a
      Delaware corporation with offices at 103 Carnegie Center, Suite 101, Princeton,
      New Jersey 08540 (“SMGI”),
      and
      Unionmet Singapore Limited, a Singapore corporation with offices located at
      80
      Raffles Place, 42-03 UOB Plaza 1, Singapore 048624 (“Unionmet”).

    


    RECITALS

    


    WHEREAS,
      Unionmet is in the business of the production and sale of indium ingots and
      its
      by-products; and

    


    WHEREAS,
      SMGI is
      in the business of purchasing and stockpiling indium ingots; and

    


    WHEREAS,
      SMGI
      has filed a Registration
      Statement, No. 333-149413 on Form S-1, as amended (the “Registration
      Statement”),
      with
      the Securities and Exchange Commission for the registration, under the
      Securities Act of 1933, as amended, for the initial public offering (the
“IPO”)
      of
      securities of SMGI; and

    


    WHEREAS,
      the
      parties desire that Unionmet sell to SMGI, and SMGI purchase from Unionmet,
      indium ingots; and

    


    WHEREAS,
      the
      parties by this Agreement desire to set forth their various rights and
      responsibilities regarding the sale and purchase of the indium ingots and other
      matters;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants contained herein, the
      parties, intending to be legally bound, hereto agree as follows: 

    


    
      	 	
              1.

            	
              Purchase
                and Sale.
                Upon the completion of the IPO, and pursuant to the terms and conditions
                of this Agreement, Unionmet agrees to sell the amount of indium ingots
                in
                the purity specifications set forth on Schedule
                1
                to
                SMGI or its designated agent, and SMGI agrees to purchase the amounts
                of
                indium ingots and purity specifications as set forth on Schedule
                1
                from Unionmet within the time frame as set forth on Schedule
                1.

            


    

    


    
      	 	
              2.

            	
              Purchase,
                Delivery and Shipment.
                All purchases and sales of indium ingots by SMGI from Unionmet shall
                be in
                the manner set forth on Schedule
                2,
                including the amount of ingots to be purchased and sold, delivery
                particulars, designated addresses and shipping requirements. In the
                event
                of a conflict between the terms and conditions of any contracts and
                the
                terms and conditions of this Agreement, the terms and conditions
                of this
                Agreement shall control as to such conflict, unless the parties agree
                in
                writing that the terms and conditions of a particular contract shall
                supersede a particular term or condition of this Agreement.
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        CONFIDENTIAL
          TREATMENT REQUESTED

        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF

        DENOTED
          WITH “***”

      

       

    

    
      	 	
              3.

            	
              Insurance
                and Risk of Loss.
                Details regarding insurance and risk of loss of the indium ingots
                are set
                forth on Schedule
                3.
                

            


    

    


    
      	 	
              4.

            	
              Inspection.
                SMGI reserves the right to perform inspections on any and all shipments
                of
                indium ingots delivered by Unionmet to SMGI as set forth on Schedule
                4.
                

            


    

    


    
      	 	
              5.

            	
              SMGI’s
                Obligations.
                SMGI agrees to perform the obligations set forth on Schedule
                5.
                

            


    

    


    
      	 	
              6.

            	
              Unionmet’s
                Obligations.
                Unionmet agrees to perform the obligations set forth on Schedule
                6,
                including but not limited Unionmet’s agreement to act as a non-exclusive
                agent to procure the purchase of additional metric tons of indium
                ingots
                on SMGI’s behalf in the country of
                China.

            


    

     

    
      	 	
              7.

            	
              Price
                and Payment.
                The price and payment method and terms regarding each contract is
                set
                forth on Schedule
                7.

            


    

    


    
      	 	
              8.

            	
              Term.
                Unless earlier terminated pursuant to Schedule
                8,
                this Agreement shall commence upon the completion of the IPO and
                remain in
                effect for a term of one (1) year from the completion of the IPO
                (the
                “Term”). This Agreement may be renewed on terms mutually acceptable to
                each party upon 30 days written notice prior to the expiration of
                such
                term. 

            


    

    


    
      	 	
              9.

            	
              Indemnity
                and Warranties.
                SMGI and Unionmet’s respective indemnity and warranties are as set forth
                on Schedule
                9.

            


    

    


    
      	 	
              10.

            	
              Confidential
                Information.
                During the term of this Agreement, and except as required by any
                court,
                supervisory authority or administrative agency or as may, in the
                opinion
                of Unionmet’s counsel, be otherwise required by applicable law, Unionmet
                shall not, without the consent of SMGI or a designated agent authorized
                by
                SMGI, disclose to any person, other than a then-current employee
                of
                Unionmet or a person to whom disclosure is reasonably necessary or
                appropriate in connection with the performance by Unionmet of the
                obligations hereunder, any confidential or proprietary information
                of
                SMGI, including any vendor from which SMGI purchases, or potentially
                purchases, indium from, obtained by Unionmet during the term of this
                Agreement, unless such information has become a matter of public
                knowledge
                at the time of such disclosure other than through the action of Unionmet.
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        CONFIDENTIAL
          TREATMENT REQUESTED

        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF

        DENOTED
          WITH “***”

      

       

    

    
      	 	
              11.

            	
              Notices.
                Notices delivered pursuant to this Agreement shall be in writing,
                and
                shall be deemed to have been duly given when (a) delivered by hand;
                (b)
                sent by facsimile (with receipt confirmed), provided that a copy
                is
                promptly thereafter mailed by first-class prepaid certified mail,
                return
                receipt requested; (c) received by the addressee, if sent with delivery
                receipt requested by Express Mail, Federal Express, other express
                delivery
                service or first-class prepaid certified mail, in each case to the
                appropriate addresses and facsimile numbers set forth below, or to
                such
                other address(es) or facsimile number(s) as a party may designate
                as to
                itself by notice to the other
                party.

            


    

    


    If
      to
      SMGI:

    


    SMG
      Indium Resources Ltd.

    176
      LaGuardia Ave.

    Staten
      Island, New York 10314

    Attention:
      Ailon Z. Grushkin

    Facsimile:
      (718) 477-4344

    


    If
      to
      Unionmet:

    


    Unionmet
      Singapore Limited

    80
      Raffles Place

    42-03
      UOB
      Plaza 1

    Singapore
      048624

    Attention:
      Mr. Fuzu Zeng

    Facsimile:
      (65) 6438-0543

    


    In
      each
      case, with a copy to:

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd
      Street

    New
      York,
      NY 10017

    Attention:
      Barry Grossman

    Facsimile:
      (212) 370-7889

    


    and
      

    


    Shooklin
      & Bok LLP

    No.
      1
      Robinson Road

    #18-00
      AIA Tower

    Singapore,
      048542

    Attention:
      Mr. Wong Gang

    Fax:
      (65)
      65358577

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        CONFIDENTIAL
          TREATMENT REQUESTED

        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF

        DENOTED
          WITH “***”

      

       

    

    
      	 	
              12.

            	
              Governing
                Law.
                This Agreement shall be governed by the laws of the State of New
                York.

            


    

    


    
      	 	
              13.

            	
              Waiver
                of Jury Trial.
                EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY WAIVES ITS RIGHTS TO
                A JURY
                TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF,
                DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY RELATED DOCUMENTS, ANY
                DEALINGS BETWEEN OR AMONG THEM RELAING TO THE SUBJECT MATTER OF THIS
                AGREEMENT.

            


    

    


    
      	 	
              14.

            	
              Assignability.
                The parties may not assign this Agreement without the prior written
                consent of the respective parties. 

            


    

    


    
      	 	
              15.

            	
              Enforcement,
                Separability.
                It is the desire and intent of the parties hereto that the provisions
                of
                this Agreement shall be enforced to the fullest extent permissible
                under
                the laws and public policies applied in each jurisdiction in which
                enforcement is sought. Accordingly, in case any provision of this
                Agreement shall be declared invalid, illegal or unenforceable, the
                validity, legality and enforceability of the remaining provisions
                shall
                not in any way be affected or impaired thereby. To the extent that
                a
                restriction contained in this Agreement is more restrictive than
                permitted
                by the laws of any jurisdiction where this Agreement may be subject
                to
                review and interpretation, the terms of such restriction, for the
                purpose
                only of the operation of such restriction in such jurisdiction, shall
                be
                the maximum restriction allowed by the laws of such jurisdiction
                and such
                restriction shall be deemed to have been revised accordingly herein.
                

            


    

    


    
      	 	
              16.

            	
              Titles
                and Subtitles.
                The titles of the paragraphs and subparagraphs of this Agreement
                are for
                convenience of reference only and are not to be considered in construing
                this Agreement.

            


    

    


    
      	 	
              17.

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which shall be an original, but all of which together shall constitute
                one
                instrument. This Agreement and each other agreement or instrument
                entered
                into in connection herewith or therewith or contemplated hereby or
                thereby, and any amendments hereto or thereto, to the extent signed
                and
                delivered by means of a electronically confirmed facsimile transmission,
                shall be treated in all manners and respects as an original agreement
                or
                instrument and shall be considered to have the same binding legal
                effect
                as if it were the original signed version thereof delivered in person.
                

            


    

    


    
      	 	
              18.

            	
              No
                Strict Construction.
                The parties hereto have participated jointly in the negotiating and
                drafting of this Agreement. In the event an ambiguity or question
                of
                intent or interpretation arises, this Agreement shall be construed
                as if
                drafted jointly by the parties hereto, and no presumption or burden
                of
                proof shall arise favoring or disfavoring any party by virtue of
                the
                authorship of any of the provisions of this Agreement.
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        CONFIDENTIAL
          TREATMENT REQUESTED

        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF

        DENOTED
          WITH “***”

      

       

    

    
      	 	
              19.

            	
              Miscellaneous.
                This Agreement contains the entire agreement of the parties relating
                to
                the subject matter hereof and supersedes any other agreements entered
                into
                between the Manager and the Company prior to the date of this Agreement
                relating thereto. This Agreement may not be altered, modified, amended
                or
                terminated except by a written instrument signed by each of the parties
                hereto. No term or provision hereof shall be deemed waived and no
                breach
                consented to or excused, unless such waiver, consent of excuse shall
                be in
                writing and signed by the party claimed to have waived, consented
                or
                excused. A consent, waiver or excuse of any breach shall not constitute
                a
                consent to, waiver of, or excuse of any other or subsequent breach
                whether
                or not of the same kind of the original breach.


            


    

    


    


    


    


    


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        CONFIDENTIAL
          TREATMENT REQUESTED

        WITH
          RESPECT TO CERTAIN PORTIONS HEREOF

        DENOTED
          WITH “***”

      

    

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

     

     

    
      	 	
              SMG
                INDIUM RESOURCES LTD.

              


              By:/s/
                Ailon Z.
                Grushkin                                         
                

              Name:
                Ailon Z. Grushkin

              Title:
                President

              


              UNIONMET
                SINGAPORE LTD. 

               

              By:/s/
                Meng
                Limin                                                    
                

              Name:
                Meng Limin

              Title:
                Chief Operating Officer

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

       

    

    


    Schedule
      1

    Purchase
      and Sale

    


    Unionmet
      agrees to sell to SMGI and SMGI agrees to purchase from Unionmet, ***
      of
      indium ingots 99.995% purity ***,
      for a
      minimum aggregate amount of ***
      metric
      tons for ***.
      The
      initial purchase month shall be set by mutual agreement following the completion
      of SMGI’s IPO. 

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

    

    


    


    Schedule
      2

    Purchase,
      Delivery and Shipment

    


    All contracts
      shall be negotiated by and between SMGI (or SMGI’s designated agent) and
      Unionmet. The terms of such contracts shall be evidenced by written contracts
      prepared by Unionmet. Each party will execute the contract to evidence
      acceptance of the negotiated terms.

    


    All
      contracts shall contain standard industry terms, including but not limited
      to,
      the following:

    
      	 	
              ·

            	
              Name
                of commodity and specification, quantity and
                price,

            


    

    
      	 	
              ·

            	
              Ingot
                size and count,

            


    

    
      	 	
              ·

            	
              Packing
                details,

            


    

    
      	 	
              ·

            	
              Shipping
                marks,

            


    

    
      	 	
              ·

            	
              Time
                of shipment,

            


    

    
      	 	
              ·

            	
              Port
                of loading,

            


    

    
      	 	
              ·

            	
              Port
                of destination,

            


    

    
      	 	
              ·

            	
              Insurance,

            


    

    
      	 	
              ·

            	
              Terms
                of payment,

            


    

    
      	 	
              ·

            	
              Documentations,
                including but not limited to:

            


    

    
      	 	
              o

            	
              Certificate
                of Quality and

            


    

    
      	 	
              o

            	
              Certificate
                of Analysis, 

            


    

    
      	 	
              ·

            	
              Terms
                of shipment, and

            


    

    
      	 	
              ·

            	
              Other
                conditions (if applicable). 

            


    

    


    All
      contracts shall allow for at least 20 days for delivery. 

    


    Unionmet
      shall ship all indium purchased by SMGI by air to the designated international
      airport set forth in the contract suitably packaged for shipment. 

    


    Unionmet
      shall provide any other documentation reasonably required or requested by SMGI.
      

    


    Unionmet
      shall be responsible for all customs, duties and user fees required for the
      export of the indium. SMGI shall be responsible for all customs, duties and
      user
      fees incurred in the receiving country.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

    

    


    


    Schedule
      3

    Insurance
      and Risk of Loss

    


    Unionmet
      shall pay the freight for the carriage of indium ingots to the named destination
      which is provided in the contract, as well as the cargo insurance which insures
      against the customer's risk of loss and damage to the goods during the
      carriage.  Unionmet shall, subject to the exclusions and limitations
      herein, only be liable for partial and/or total loss and damage to the goods
      from the carrier to the destination.  If subsequent carriers are used for
      the carriage to other locations different from the agreed destination, Unionmet
      will not take up any risks when the goods have been delivered to the subsequent
      carrier.  Once the goods reach the destination port, the appointed
      subsequent carriers or their agents/subcontractors, Unionmet will take no
      responsibility for any risk of loss and damage to the goods, as well as any
      additional costs.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

       

    

     

    Schedule
      4

    Inspections

    


    SMGI
      shall reserve the right to inspect the indium ingots for damage incurred during
      shipping and for conformity to the specifications in the contracts (as described
      in Schedule
      2).
      In the
      event SMGI elects to inspect the indium ingots, SMGI will retain an
      industry-recognized independent third party inspector to conduct such
      inspection.

    


    If
      it is
      determined that the indium SMGI has received does not conform to the
      specifications of the contract, SMGI shall notify Unionmet in writing prior
      to
      the expiration of the warranty period set forth in Schedule 9 (or thirty (30)
      days after discovery of the non-conformity if not discernable after reasonably
      inspection during the warranty period) and Unionmet shall at its own expense,
      to
      include but not limited to shipping, insurance and taxes, cure and conform
      such
      shipment with the contract.

    


    In
      the
      event Unionmet or SMGI has a discrepancy regarding the inspection result, such
      party may request that the matter be presented to an arbitrator, whereby such
      arbitrator will select a new industry-recognized independent third-party
      inspector to conduct an additional inspection of the indium ingots. The
      prevailing party in the arbitration proceeding shall be reimbursed for all
      expenses incurred in such process. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

    

    


    


    Schedule
      5

    SMGI’s
      Obligations

    


    Upon
      the
      effectiveness of this Agreement, SMGI agrees to perform the
      following:

    


    
      	 	
              1.

            	
              SMGI
                (including all orders for designated agents of SMGI) has provided
                a good
                faith, binding obligation to purchase from Unionmet a minimum of
                ***
                of
                indium ingots 99.995% purity ***,
                for a minimum aggregate amount of ***
                metric tons, for ***.
                The initial purchase month shall be set by mutual agreement following
                the
                completion of SMGI’s IPO. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

      
 

    

    Schedule
      6

    Unionmet’s
      Obligations

    


    Upon
      the
      effectiveness of this Agreement, Unionmet agrees to perform the
      following:

    


    
      	 	
              1.

            	
              Unionmet
                has provided a good faith, binding obligation to sell to SMGI a minimum
                of
                ***
                of
                indium ingots 99.995% purity ***,
                for a minimum aggregate amount of ***
                metric tons, for ***.
                The initial purchase month shall be set by mutual agreement following
                the
                completion of SMGI’s IPO. 

            


    

    


    
      	 	
              2.

            	
              Unionmet
                agrees to act as a non-exclusive agent, during the Term of this Agreement,
                to procure the purchase of additional metric tons of indium ingots
                on
                SMGI’s behalf in the country of China. Unionmet and SMGI agree to
                negotiate the commissions on each specific transaction where Unionmet
                acts
                as the non-exclusive agent of SMGI.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

    

     

     

    Schedule
      7

    Price
      and Payment

    


    Price.  The
      purchase price (the “Purchase Price”) of such indium purchased and sold shall be
      determined by:

    


    
      	 	
              A.

            	
              The
                quotational period for each ***.

            


    

    
      	 	
              B.

            	
              The
                ***
                shipments shall commence by mutual agreement promptly following the
                completion of SMGI’s IPO.

            


    

    
      	 	
              C.

            	
              The
                pricing basis for each shipment shall be
                ***.

            


    

    
      	 	
              D.

            	
              The
                final price for each shipment shall be ***.

            


    

    
      	 	
              E.

            	
              The
                delivery terms shall be “CIP - designation airport.” CIP shall mean the
                Carriage and Insurance Paid to, named airport, as defined under
                Incoterms.

            


    

    


    


    Payment.
       

    


    
      	 	
              1.

            	
              SMGI
                shall pay Unionmet for all indium ordered by SMGI by T/T (Telegraphic
                Transfer) within two (2) working days after the delivery of each
                shipment.
                Unionmet will only ship the second shipment of indium specified in
                the
                contracts after receiving the payment for the previously delivered
                shipment.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

       

       

    

    Schedule
      8

    Termination

    


    This
      Agreement may be terminated prior to the expiration of the Term only in
      accordance with the following:

    


    
      	 	
              1.

            	
              Either
                party may immediately terminate this Agreement for cause if the other
                party hereto becomes the subject of a voluntary or involuntary petition
                in
                bankruptcy or any proceeding relating to insolvency, receivership,
                liquidation, or composition for the benefit of creditors.
                

            


    

    


    
      	 	
              2.

            	
              Either
                party hereto may terminate this Agreement for cause if the other
                party
                breaches any express material term or condition of this Agreement
                and
                fails to cure that breach within seven (7) business days after receiving
                written notice of the breach. If the nature of the cure for any
                non-monetary breach is such that it is reasonably expected to take
                longer
                than seven (7) business days, the breaching party shall be given
                an
                additional thirty (30) calendar days to cure such breach, provided
                that
                the cure is commenced during the original seven (7) business day
                period
                and is diligently carried out thereafter. In the event the material
                breach
                is not cured within the period specified above after delivery of
                the
                notice, the non-breaching party may terminate this Agreement in writing
                as
                of a date specified in the termination notice. The terminating party
                shall
                have all rights and remedies available at law or equity as well as
                any
                other rights and remedies as set forth in this
                Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

    

    


    


    Schedule
      9

    Indemnity
      and Warranties

    


    
      	 	
              1.

            	
              Unionmet
                represents and warrants:

            


    

    


    
      	 	
              a.

            	
              That
                it owns all right, title and interest to the indium sold to SMGI
                (or its
                designated agent) hereunder and that it has full legal right to sell
                the
                indium and that it has satisfied any and all applicable conditions
                precedent to such sale and that the sale by it of the indium hereunder
                does not violate any obligations to third parties to which it is
                bound.

            


    

    


    
      	 	
              b.

            	
              That
                it has full power to enter into this Agreement, to carry out its
                obligations pursuant to this Agreement, and to grant the rights granted
                pursuant to this Agreement. Further, Unionmet represents and warrants
                that
                it has obtained all corporate, third party, and governmental approvals
                necessary to enter into this Agreement and carry out the transaction
                contemplated thereby. 

            


    

    


    
      	 	
              c.

            	
              That
                it warrants that (a) the shipments of the indium shall be free from
                all
                liens charges or encumbrances, except any lien of Unionmet in respect
                of
                any unpaid portion of the Purchase Price; (b) the indium shall be
                free
                from defects in material and shall conform the specifications as
                set forth
                in Schedules
                1 and 2
                hereto, including but not limited to 99.995% indium purity
                level.

            


    

    


    
      	 	
              2.

            	
              Indemnity
                by Unionmet.
                Unionmet agrees to defend, indemnify and hold SMGI and its designated
                agents, and their respective managers, directors, officers, employees
                and
                members harmless from any and all loss, cost, liability or expense
                (including court costs and reasonable fees of attorneys and other
                professionals) arising out of or resulting from the breach or claimed
                breach of this Agreement or the above warranties and
                representations.

            


    

    


    
      	 	
              3.

            	
              Applicability
                of representations, warranties and indemnification by
                Unionmet.
                The representations, warranties and indemnification provided in Sections
                1
                and 2 of this Schedule 9 shall only apply to Unionmet only when Unionmet
                and SMGI have executed contracts. Such representations, warranties
                and
                indemnification shall not apply to Unionmet in its capacity as a
                non-exclusive agent for SMGI. 

            


    

    


    
      	 	
              4.

            	
              SMGI
                represents and warrants.
                That it has full power to enter into this Agreement and to carry
                out its
                obligations pursuant to this Agreement. SMGI also represents and
                warrants
                that it has obtained all corporate and governmental approvals necessary
                to
                enter into this Agreement and carry out the transaction contemplated
                thereby. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
          CONFIDENTIAL
            TREATMENT REQUESTED

          WITH
            RESPECT TO CERTAIN PORTIONS HEREOF

          DENOTED
            WITH “***”

        

      

       

    

    
      	 	
              5.

            	
              Indemnity
                by SMGI.
                SMGI agrees to defend, indemnify and hold Unionmet, and its managers,
                directors, officers, employees and members harmless from any and
                all loss,
                cost, liability or expense (including court costs and reasonable
                fees of
                attorneys and other professionals) arising out of or resulting from
                the
                breach or claimed breach of this Agreement or the above warranties
                and
                representations.

            


    

    


    
      	 	
              6.

            	
              Applicability
                of representations, warranties and indemnification of SMGI.
                The representations, warranties and indemnification provided in Sections
                4
                and 5 of this Schedule 9 shall only apply to SMGI only when Unionmet
                and
                SMGI have executed contracts. Such representations, warranties and
                indemnification shall not apply to Unionmet in its capacity as a
                non-exclusive agent for SMGI.