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      XBOX
        360 ACCESSORY
        LICENSE AGREEMENT

      


      This
        Xbox 360 Accessory License Agreement
        (the
“Agreement”)
        is made
        and entered into as of the later of the two signature dates below (the
“Effective
        Date”)
        by and
        between Qmotions, Inc. (“Company”),
        a
        California corporation, respectively, with its principal place of business
        at
871
        Marlborough Avenue, Riverside, CA 92507,
        and
        Microsoft Corporation, a Washington, U.S.A. corporation with its principal
        place
        of business at One Microsoft Way, Redmond, Washington 98052 (“Microsoft”).
        

      


      1.  Definitions.

      


      1.1   “Approved
        Subcontractor” means
        a
        Company subcontractor that is identified on Exhibit
        H
        and
        provides manufacturing services for the Licensed Product(s).

       

      1.2   “Approved
        Vendor”
means
        a
        Microsoft-approved supplier of Xbox 360 Chips that is identified in Exhibit
        F.

      


      1.3 “Baseband
        Chip”
        means an
        application specific integrated circuit that instantiates the Baseband Firmware
        and is made by an Approved Vendor.

      


      1.4 “Baseband
        Firmware”
        means
        the proprietary Microsoft firmware instantiated on a silicon baseband chip
        and
        designed to allow the chip to operate within the Xbox 360 console platform.
        

      


      1.5 “Branding
        Specifications”
means
        the specifications in Exhibit
        B-2
        for
        using the Xbox 360 Logos, as such specifications may be updated or supplanted
        by
        Microsoft from time to time. 

      


      1.6 “Certification
        Specifications”
means
        the then-current Xbox 360 accessory and interface specifications used by
        Microsoft or the Certification Testing Center to verify the compatibility
        of
        Proposed Products with the Xbox 360 console. 

      


      1.7  “Certification
        Testing Center” means
        an
        entity identified on Exhibit
        D,
        as may
        be updated by Microsoft from time to time, to verify the compatibility of
        Proposed Products with the Xbox 360 console in accordance with the Certification
        Specifications. 

       

      1.8   “Firmware”
        means
        (a) the Security Firmware, (b) the Wireless Firmware, and (c) the Baseband
        Firmware, if Company licenses the Baseband Firmware as described in Section
        3.2.

      


      1.9  “Licensed Product”
means
        a
        Proposed Product that meets the Xbox 360 Certification Specifications, has
        passed the Xbox 360 certification process described in Section 6, and meets
        the
        Quality Standards and Microsoft Standards.

      


      1.10 “Licensed
        for Xbox 360 Logo”
means
        the “Licensed for Xbox 360 Logo” as provided by Microsoft to Company and
        identified in Exhibit
        B-1
        for use
        on the Product Package and related promotional materials, advertising and
        documentation for Licensed Product(s) in accordance with the terms of this
        Agreement. 

      


      1.11 “Microsoft
        Materials”
        means
        the Technical Documentation, Firmware and Necessary Claims.

      


      1.12   “Microsoft
        Standards”
        means
        Microsoft’s restricted substances specifications (including without limitation
        any lead-free product requirements), Vendor Code of Conduct and Microsoft’s
        social and environmental compliance specification as released to Company
        prior
        to execution and delivery of this Agreement and as updated by Microsoft from
        time to time.

       

      
        
           

        

        
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      1.13   “Necessary
        Claims”
means
        claims (a) of a patent or patent application that Microsoft now or hereafter
        owns or otherwise has the right to license to Company, without the payment
        of
        any royalty or other amounts to any unaffiliated third party, that (b) are
        necessarily infringed by implementation of the Security Feature or the Wireless
        Feature. For purposes of the foregoing, a claim is a “Necessary Claim” only when
        it is not possible to avoid infringement, because there is no technically
        reasonable, non-infringing alternative implementation. Further, notwithstanding
        the foregoing, “Necessary Claims” do not include any claims: (1) other than
        those set forth above, even if contained in the same patent or patent
        application as Necessary Claims; (2) to any enabling technologies that may
        be necessary to make or use any product (or a portion thereof) or combination
        that implements the Security Feature or the Wireless Feature (such as hardware,
        semiconductor manufacturing, compiler, object-oriented, operating system,
        protocol, programming interface or networking technologies); (3) covering
        the implementation of other published specifications that may be referenced
        in
        the Microsoft Materials; or (4) to the extent such claim covers any product
        (or portion thereof) or combination, the purpose or function of which is
        not
        included in the Security Feature or the Wireless Feature.

      


      1.14  “Product
        Package”
means
        the retail package containing the Licensed Product and other materials that
        are
        included with the Licensed Product.

      


      1.15  “Proposed
        Product”
        means a
        pre-release version of Company’s proposed accessory device that Company submits
        to Microsoft or its Certification Testing Center to verify the device’s
        compatibility with the Xbox 360 console in accordance with the Certification
        Specifications.

      


      1.16   “Quality
        Standards”
means
        the standards of workmanship, overall quality, and performance generally
        accepted in the video game console accessory industry.

      


      1.17 “Radio
        Device”
        means
        either (a) the application specific integrated circuit that instantiates
        the
        Wireless Feature and is made by an Approved Vendor (i.e. the chip known by the
        Microsoft internal code name “Adams”) or (b) the module that instantiates the
        Wireless Feature and is made by an Approved Vendor (i.e. the module known
        by the
        Microsoft internal code name “McAdams”).

      


      1.18 “Security
        Chip”
        means
        the application specific integrated circuit that instantiates the Security
        Feature and is made by an Approved Vendor.

      


      1.19   “Security
        Feature”
means
        Microsoft’s proprietary protocol used to validate authentic devices on the Xbox
        360 platform.

      


      1.20 “Security
        Firmware”
        means
        that proprietary Microsoft firmware that implements the Security Feature
        and is
        instantiated on a Security Chip.

      


      1.21   “Technical
        Documentation”
        means
        the specifications, reference code and other technical documentation listed
        in
        the attached Exhibit
        A
        or
        otherwise delivered by Microsoft for Company’s use under this
        Agreement.

      


      1.22   “Term”
        means
        the term of the Agreement set forth in Section 15.1.

      


      1.23   “Territory”
        means
        those countries or regions identified in Exhibit
        E.

      


      1.24 “Wireless
        Feature”
        means
        Microsoft’s proprietary protocol used to enable wireless communication between
        devices on the Xbox 360 platform.

       

      
        
           

        

        
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      1.25 “Wireless
        Firmware”
        means
        that proprietary Microsoft firmware that implements the Wireless Feature
        and is
        instantiated on a Radio Device.

      


      1.26 “Wireless
        Licensed Product” means
        a
        Licensed Product that includes the Wireless Feature, but only if Microsoft
        has
        approved the inclusion of the Wireless Feature in such Licensed Product during
        the Product Review and Certification process described in Section 6. 

      


      1.27  “Xbox
        360 Chip(s)”
        means
        (a) the Security Chip, (b) the Radio Device, and (c) the Baseband Chip, if
        Company elects to license the Baseband Firmware in accordance with Section
        3.2.

      


      1.28  “Xbox
        360 Logos” means
        the
        Licensed for Xbox 360 Logo and the Xbox 360 Product Jewel Logo,
        collectively. 

      


      1.29   “Xbox
        360 Product Jewel Logo” means
        the
        stylized Xbox 360 “X” logo as provided by Microsoft to Company and identified in
Exhibit
        B-1
        for use
        on Licensed Product(s) in accordance with the terms of this
        Agreement.

      


      All
        other
        initially capitalized terms will have the meanings hereinafter assigned to
        them.

      


      2. Xbox
        360 Development Kit (Peripherals) License. 

      


      Prior
        to
        submitting any Proposed Product for verification, Company must sign Microsoft’s
        Xbox 360 Development Kit (Peripherals) (“PXDK”)
        license agreement for third party accessory manufacturers. If Company will
        use
        an Approved Subcontractor to manufacture Licensed Products or provide
        development services related to the Licensed Products, then prior to submitting
        any corresponding Proposed Product, Company must require that Approved
        Subcontractor to sign Microsoft’s PXDK license agreement.

      


      3. Licenses.

       

      3.1  Xbox
        360 Security Feature and Wireless Feature.
        Subject
        to Company paying all applicable fees and royalties set forth in this Agreement,
        Microsoft, on behalf of itself and its affiliates, grants to Company a personal,
        nonexclusive, nontransferable, royalty-bearing, nonsublicensable license
        to:
        (a) make and use a reasonable number of copies of the Technical
        Documentation, but only as necessary for the development of Licensed Products
        that conform to the specifications included in the Technical Documentation;
        (b) make derivative works based on source code that may be supplied in the
        Technical Documentation (“Derivatives”),
        but
        only for incorporation into Licensed Products; (c) incorporate (i) object
        code supplied in the Technical Documentation and (ii) Derivatives into the
        Licensed Product; (d) use and distribute Security Firmware in the
        Territory, but only as incorporated in Security Chips made by and purchased
        from
        Approved Vendors and included in Licensed Products; (e) use and distribute
        Wireless Firmware in the Territory, but only as incorporated in Radio Devices
        made by and purchased from Approved Vendors and included in Wireless Licensed
        Products; and (f) only in the Territory, directly or indirectly sell, offer
        for sale, import and distribute Licensed Products that implement (i) the
        Security Feature alone, or (ii) the Security Feature and the Wireless Feature,
        but only if the Licensed Product is a Microsoft-approved Wireless Licensed
        Product. Except as specifically provided in (b), (c) and (d) of this
        Section 3.1, the license grant above does not include any right to disclose
        or incorporate into any product, including without limitation Licensed any
        copy
        of, or derivative work based upon, any Technical Documentation or
        Firmware.

      


      3.2 Baseband
        Firmware.
        Company
        may elect to license the Baseband Firmware from Microsoft by notifying Microsoft
        in writing and paying the Baseband Firmware Fee set forth in Exhibit
        C.
        Upon
        Microsoft’s receipt of the Baseband Firmware Fee, Microsoft, on behalf of itself
        and its affiliates, grants to Company a personal, nonexclusive, nontransferable,
        royalty-bearing, nonsublicensable license to: use and distribute the Baseband
        Firmware only in the Territory and only as incorporated in Baseband Chips
        made
        by and purchased from Approved Vendors and included in Licensed Products.
        The
        license grant above does not include any right to disclose or incorporate
        into
        any product, including without limitation Licensed Products, any copy of,
        or
        derivative work based upon, any Technical Documentation or
        Firmware.

       

      
        
           

        

        
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      3.3   Xbox
        360 Chip(s).
        The
        license granted in Section 3.1 includes the right for Company to purchase
        Security Chips (at a minimum purchase order quantity of 25,000 units) from
        an
        Approved Vendor for use with the Licensed Products, upon such pricing and
        other
        terms to be agreed upon between Company and the Approved Vendor. If the Licensed
        Product is a Wireless Licensed Product, then the license granted in Section
        3.1
        includes the right for Company to purchase Radio Devices (at a minimum purchase
        order quantity of 25,000 units) from an Approved Vendor for use with the
        Licensed Products, upon such pricing and other terms to be agreed upon between
        Company and the Approved Vendor. If Company elects to license the Baseband
        Firmware, the license granted in Section 3.2 includes the right for Company
        to
        purchase the Baseband Chips (at a minimum purchase order quantity of 25,000
        units) from an Approved Vendor for use with the Licensed Products, upon such
        pricing and other terms to be agreed upon between Company and the Approved
        Vendor. Microsoft reserves the right to require additional design or other
        specifications relating to the Xbox 360 Chips and/or to add or decrease security
        requirements, including, without limitation, implementation of the Security
        Feature without using the Security Chip.

      


      3.4   Restrictions.

      


      (a) No
        Reverse Engineering. Company
        shall not reverse engineer, decompile, disassemble, or otherwise access the
        source code for any portion of the Security Feature, Wireless Feature, or
        Firmware except (i) as permitted by applicable law which cannot be waived
        by
        this subsection, or (ii) as authorized by separate agreement by Microsoft
        or a
        Microsoft affiliate. Company shall use commercially reasonable efforts to
        design
        Licensed Products to prevent third parties from reverse engineering, decompiling
        or disassembling any portion of the Security Feature, Wireless Feature, and/or
        Firmware and to prevent end users from discovering the source code of any
        component of the underlying Security Feature, Wireless Feature, and/or
        Firmware.

       

      


      (b) No
        Foundry Products. The
        license grants above do not include any rights to make, use, sell, offer
        for
        sale, import or distribute Licensed Product designed by or for a third party
        without substantial input from Company, and manufactured, reproduced, sold,
        leased, licensed or otherwise transferred from Company to that third party
        (or
        to customers of, or as directed by, that third party) on essentially an
        exclusive basis.

      


      (c) Restricted
        Software. Company
        will not use any software subject to an Excluded License to make any derivative
        of any Microsoft Materials or offer, sublicense or distribute any code supplied
        in the Microsoft Materials or derivative of any such code in conjunction
        with
        any software subject to an Excluded License. “Excluded
        License”
        means
        any license that requires that any (a) Microsoft Materials or component or
        portion thereof, (b) other software, technology, product, service or
        documentation incorporating or using any Microsoft Materials, or (c) other
        software, technology, product, service or documentation combined and/or
        distributed with any Microsoft Materials be: (x) disclosed or distributed
        in
        source code form; (y) licensed for the purpose of making derivative works;
        or
        (z) redistributable at no charge.

      


      3.5   Reservation
        of Rights.
        All
        rights not expressly granted in this Agreement are reserved. No additional
        rights whatsoever (including, without limitation, any implied licenses) are
        granted by implication, estoppel or otherwise. Microsoft retains ownership
        of
        all right title and interest in the Microsoft Materials.

      


      4. Xbox
        360 Logos.

      


      4.1  Licensed
        for Xbox 360 Logo. Microsoft
        will provide Company with the required Licensed for Xbox 360 Logo artwork.
        Upon
        approval of the Licensed Product under Section 6.3 and subject to payment
        of the
        license fees and royalties set forth in Section 5, Microsoft grants to Company
        a
        non-exclusive, fully paid-up, non-transferable, revocable, personal
        license to
        use
        the Licensed for Xbox 360 Logo during the Term only on Company’s Product Package
        and related promotional materials, advertising, and documentation in connection
        with the marketing, sales and distribution of the Licensed Product in the
        Territory, according to the Branding Specifications and the other terms and
        conditions set forth herein. Company
        is not authorized or licensed to include the Licensed for Xbox 360 Logo on
        the
        Licensed Product itself or on any labels affixed to the Licensed Product
        or as
        part of any warranties made by the Company.
        

       

      
        
           

        

        
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      4.2  Xbox
        360 Product Jewel Logo.
        In
        addition to the license granted in 4.1, Microsoft grants to Company a
        non-exclusive, fully paid-up, non-transferable, revocable, personal license
        during the Term to place the Xbox 360 Product Jewel Logo only on Licensed
        Product(s) intended for sale in the Territory, according to the Branding
        Specifications and the other terms and conditions set forth herein. Company
        is not authorized or licensed to include the Xbox 360 Product Jewel Logo
        on any
        promotional materials or advertising in connection with the marketing, sales
        and
        distribution of the Licensed Product(s), or as part of any warranties made
        by
        the Company. The Xbox 360 Product Jewel Logo is licensed to Company solely
        for
        placement on the Licensed Products as set forth herein.  

      


      4.3  Logo Usage
        Approval.

      


      (a)
         Company
        Submission.
        Company
        will deliver to Microsoft the Product Package and any other materials that
        use
        or refer to the Xbox 360 Logos or any other Microsoft name (“Submitted
        Materials”).
        Microsoft will review the Submitted Materials to confirm that the use of
        the
        Xbox 360 Logos in the Submitted Materials complies with the Branding
        Specifications. Company must receive Microsoft’s approval of Submitted Materials
        prior to any manufacture, distribution or publication of the same. All requests
        for approval hereunder will be submitted to: 

      


      Xbox
        Accessories Program Manager

      Microsoft
        Corporation, One Microsoft Way, Redmond, WA 98052, USA 

       

      (b) Microsoft
        Response.
        Microsoft will respond to Company’s request for approval of Submitted Materials
        within a commercially reasonable period of time. Microsoft’s approval or
        rejection of the request from Company will be delivered via U.S. Mail or
        e-mail
        to:

      


      
        

          
            	
                    Company
                      Contact: 

                  	
                    John
                      Marshall

                  	 
	
                    Address:
                      

                  	
                    Qmotions,
                      Inc.

                  	 
	 	
                    P.O.
                      Box 5019, 

                  	 
	
                     

                  	
                    Riverside,
                      CA 92517

                  	 


          

        

      

      


      If
        requested, Company agrees to incorporate Microsoft’s comments or edits prior to
        publication, manufacture or distribution of any Submitted Materials.


      


      (c) Use
        of Approved Materials. After
        Microsoft has approved Submitted Materials, Company will manufacture, assemble,
        publish, and distribute the Submitted Materials only as approved by Microsoft
        and will make no changes to the Submitted Materials without first obtaining
        Microsoft’s written approval of such change. 

      


      4.4  Logo
        Usage Requirements and Restrictions. 

      


      (a) Branding
        Specifications.
        Company’s use of the Xbox 360 Logos will comply with the Branding Specifications
        and will conform in all respects to the Submitted Materials finally approved
        by
        Microsoft as required hereunder.



      
        
           

        

        
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      (b) No
        Third Party Usage; No Merchandising. Company
        is granted no right to permit any third party to use the Xbox 360 Logos in
        any
        manner without Microsoft’s prior written consent and any attempt to do so will
        be void. Company’s license to use the Xbox 360 Logos in association with
        Licensed Products will not extend to the merchandising or sale of related
        or
        promotional products under such Xbox 360 Logos.

      


      (c) No
        Co-Branding. Company
        will not use the Xbox 360 Logos in association with any third party trademarks
        in a manner that might suggest co-branding or otherwise create potential
        confusion as to source or sponsorship of the Licensed Products or ownership
        of
        the Xbox 360 Logos without written consent (including via email).

      


      (d) Other
        Prohibited Uses. Company
        will not use Xbox 360 Logos in connection with any activity that (i) disparages
        Microsoft or its products or services; (ii) violates or infringes any
        intellectual property of Microsoft; or (iii) violates any local, state, federal,
        country, or international regulation or law.

      


      (e) Remedy
        of Non-Conformance. Upon
        notice or other discovery of any non-conformance with the requirements or
        prohibitions of this Section 4, Company will promptly remedy such
        non-conformance and notify Microsoft of the non-conformance and remedial
        steps
        taken.

      


      4.5  Assistance
        in Protecting Logos. Company
        will assist Microsoft in protecting and maintaining Microsoft’s rights in the
        Xbox 360 Logos worldwide, including preparation and execution of documents
        necessary to register the Xbox 360 Logos at Microsoft’s expense and giving
        immediate notice to Microsoft of potential infringement of the Xbox 360 Logos
        in
        any country. Microsoft will have the sole right to and in its sole discretion
        may commence, prosecute or defend, and control any action concerning the
        Xbox
        360 Logos. Company will not contest the validity of, or by act or omission
        jeopardize, or take any action inconsistent with, Microsoft’s rights or goodwill
        in the Xbox 360 Logos in any country, including attempted registration of
        the
        Xbox 360 Logos or use or attempted registration of any mark confusingly similar
        thereto.

      


      4.6  Logo Ownership.
        Company
        acknowledges Microsoft’s sole ownership of the Xbox 360 Logos worldwide and all
        associated goodwill. Nothing in this Agreement or in the performance thereof,
        or
        that might otherwise be implied by law, will operate to grant Company any
        right,
        title, or interest in or to the Xbox 360 Logos other than as specified in
        the
        limited license granted in this Agreement. Company’s use of the Xbox 360 Logos
        will inure solely to the benefit of Microsoft. Company hereby assigns and
        will
        assign in the future to Microsoft all rights it may acquire by operation
        of law
        or otherwise in the Xbox 360 Logos, including all applications or registrations
        therefore, along with the goodwill associated therewith.

      


      5. Payments.

      


      5.1  License
        Fees. 

      


      (a) Security
        Feature Fee. Company
        will pay Microsoft the fees set forth on Exhibit
        C
        for the
        license of the Security Feature (the “Security
        Feature Fee”).
        The
        Security Feature Fee is above and beyond the actual cost of the Security
        Chip
        that Company (or Approved Purchasers) will purchase from the Approved Vendor.
        In
        the event that Company purchases any Security Chips prior to the Effective
        Date,
        Company will pay the Security Feature Fee corresponding to such Security
        Chips
        within thirty (30) days after the Effective Date. 

      


      (b) Wireless
        Feature Fee. For
        Wireless Licensed Products, Company will also pay Microsoft the fees set
        forth
        on Exhibit
        C
        for the
        license of the Wireless Feature (the “Wireless
        Feature Fee”).
        The
        Wireless Feature Fee is above and beyond the actual cost of the Radio Device
        that Company (or Approved Purchasers) will purchase from the Approved Vendor.
         In
        the
        event that Company purchases any Radio Devices prior to the Effective Date,
        Company will pay the Wireless Feature Fee corresponding to such Radio Devices
        within thirty (30) days after the Effective Date. 

       

      
        
           

        

        
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      (c) Setup
        and Firmware Fees.
        Company
        will also pay Microsoft the applicable Setup and Firmware Fees identified
        in
Exhibit
        C.

      


      5.2  Logo Royalties.

      


      (a) Logo
        Royalties.
        In
        consideration of the Xbox 360 Logo license rights granted Company for the
        Licensed Products, Company will pay to Microsoft the Xbox 360 Logo Royalties
        set
        forth on Exhibit
        C.
        The
        royalty obligation is triggered on the shipment of Licensed Product(s) to
        customers. 

      


      (b) Royalty
        Reports and Payments.
        Company
        will make quarterly royalty reports to Microsoft within (i) forty-five (45)
        days
        after the end of each calendar quarter during the Term; (ii) fifteen (15)
        days
        after termination of this Agreement in the event there is no “Sell Off Period”
as referenced in Section 15.3; or (iii) in the event there is a “Sell Off
        Period” as referenced in Section 15.4, within fifteen (15) days after the end of
        each calendar month during the Sell Off Period and a final report and payment
        within fifteen (15) days of the end of the Sell Off Period. The royalty report
        will include monthly sales information and be in a reasonable form as defined
        by
        Microsoft. For each calendar quarter, Company will remit payment(s) in
        accordance with Section 5.3 in United States Dollars at the same time as
        submission of the royalty report. 

      


      5.3 Place
        of Payment.
        Microsoft will address invoices for fee and royalty payments owed by Company
        to:

      

        
          	
                  Company
                    Contact: 

                	
                  Accounts
                    Payable

                	 
	
                  Address:
                    

                	
                  Qmotions,
                    Inc.

                	 
	 	
                  P.O.
                    Box 5019

                	 
	
                   

                	
                  Riverside,
                    CA 92507

                	 


        

      

       

      The
        statements required pursuant to this Section will be delivered by Company
        to:

       

      
        	
              	Reports:	
                Quarterly
                  royalty reports should be sent via email
                  to:

              


      

      Microsoft
        Licensing, GP (MLGP)

      Xbox
        360
        Accessories Accounting Services

       

      Payments
        will be sent via wire transfer in U. S. Dollars only to:

       

      or
        such
        other address of account as Microsoft may specify from time to
        time.

      


      5.4 Audit. During
        the Term and for a period of at least three (3) years thereafter, Company
        shall
        keep and maintain complete and accurate books and records relating to its
        performance (and any of its manufacturer’s performance) under this Agreement.
        Upon not less than fourteen (14) days advance written notice from Microsoft,
        Company shall make such books and records available for audit by Microsoft’s
        internal audit team or an independent certified public accounting firm (together
        with independent technical personnel if and as reasonably required for such
        accountant to perform the audit) designated by Microsoft and approved by
        Company, which approval shall not be unreasonably withheld. Unless otherwise
        agreed by Microsoft and Company, any such audit shall be conducted during
        regular business hours, at Company’s principal place of business, not more
        frequently than once in any period of twelve (12) consecutive months and
        in a
        manner that does not unreasonably interfere with Company’s normal course of
        business. If any audit reveals an overpayment, then Company will receive
        a
        credit, in the amount of such overpayment, that will be applied only against
        future royalties payable under Section 5.2. If any audit reveals an
        underpayment, then Company will pay Microsoft the amount of the underpayment,
        together with interest as provided for in Section 5.5, within forty-five
        (45) days after the date of the auditor’s report. Further, if any audit reveals
        an underpayment of more than five percent (5%) of the royalties owed for
        the
        royalty periods subject to the audit, then Company will promptly reimburse
        Microsoft, upon request, for all costs and expenses reasonably incurred by
        Microsoft to conduct the audit. 

       

      
        
           

        

        
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      5.5 Delinquent
        Payment.
        Any
        license fee, royalty or other amount not paid when due and otherwise in
        accordance with this Section 5 shall bear interest at the rate of one
        percent (1%) per month or the highest rate permitted by applicable usury
        law,
        whichever is less, calculated on a daily basis and compounded on the first
        day
        of each calendar month, from the date due until the date received by Microsoft
        in accordance with Section 5.3. This Section 5.5 does not authorize
        late payments, and the payment of interest hereunder shall not be lieu of
        or
        prejudice any other right or remedy that Microsoft may have on account of
        Company’s failure to make any payment in accordance with this Section 5.


      


      5.6 Taxes.
        Company
        shall be responsible for the billing, collecting and remitting of sales,
        use,
        value added, and other comparable taxes due with respect to the exercise
        of the
        licenses granted in this Agreement and any other activities of Company and
        its
        subsidiaries under this Agreement (including, without limitation, the collection
        of revenues). Microsoft is not liable for any taxes (including, without
        limitation, any penalties or interest thereon) that Company or any of its
        subsidiaries is legally obligated to pay in connection with this Agreement,
        the
        exercise of any licenses granted in this Agreement or any other activities
        of
        Company and its subsidiaries under this Agreement. Company is not liable
        for any
        income taxes that Microsoft is legally obligated to pay with respect to any
        amounts paid to Microsoft by Company under this Agreement.

       

      All
        royalties and fees exclude any taxes, duties, levies, fees, excises or tariffs
        imposed on any of Company’s activities in connection with this Agreement.
        Company shall pay to Microsoft any applicable taxes that are owed by Company
        solely as a result of entering into this Agreement and which are permitted
        to be
        collected from Company by Microsoft under applicable law, except to the extent
        that Company provides to Microsoft a valid exemption certificate for such
        taxes.
        Company agrees to indemnify, defend and hold Microsoft harmless from any
        taxes
        (including, without limitation, sales or use taxes paid by Company to Microsoft)
        or claims, causes of action, costs (including, without limitation, reasonable
        attorneys’ fees) and any other liabilities of any nature whatsoever related to
        such taxes.

       

      If,
        after
        a determination by foreign tax authorities, any taxes are required to be
        withheld on payments made by Company to Microsoft, Company may deduct such
        taxes
        from the amount owed Microsoft and pay them to the appropriate taxing authority;
        provided, however, that Company shall promptly secure and deliver to Microsoft
        an official receipt for any such taxes withheld or other documents necessary
        to
        enable Microsoft to claim a U.S. Foreign Tax Credit. Company will make certain
        that any taxes withheld are minimized to the extent possible under applicable
        law. 

       

      This
        tax
        section shall govern the treatment of all taxes arising as a result of or
        in
        connection with this Agreement notwithstanding any other section of this
        Agreement.

      


      6. Product
        Review and Certification. 

      


      6.1   Review
        of Proposed Product. Company
        will identify a single contact person for all business development activity
        relating to Proposed Products. Company
        will submit its plans for Proposed Products to Microsoft for review against
        Xbox
        360 hardware and software game categories. Feedback regarding the category
        fit
        of any Proposed Product may be provided by Microsoft in its sole discretion
        to
        maintain consistent and compatible Xbox 360 accessory products. Company’s plan
        for Proposed Products will be in writing, and will include at least (to the
        extent applicable): (a) detailed description of the design, technical and
        marketing suitability of the Proposed Product, (b) expected suggested retail
        pricing of the Proposed Product, (c) whether the Proposed Product is intended
        to
        result in a Wireless Licensed Product; and (d) estimated annual sales volumes
        by
        world region of the Proposed Product(s) based upon assumptions provided by
        Company. 

       

      
        
           

        

        
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      CONFIDENTIAL
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      DENOTED
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      6.2  Authorization
        of Security Feature, Wireless Feature and Xbox 360 Chip(s).
Upon
        Microsoft’s approval of the plan for each Proposed Product, Company may request
        sample Security Chips, Radio Devices (if the Proposed Product approved by
        Microsoft is intended to result in a Wireless Licensed Product), and Baseband
        Chips from the applicable Approved Vendor in quantities approved by Microsoft.
        Company will use the sample Xbox 360 Chips solely for Proposed Product
        development and certification testing per Microsoft’s Technical Documentation
        and Certification Specifications. Upon such approval, Company may also initiate
        discussions with the Approved Vendor to reach agreement on supply of the
        Xbox
        360 Chips including price, schedule and other purchase order requirements.
        Such
        agreement will include an authorization from Company for Approved Vendor
        to
        release information to Microsoft about the number of Xbox 360 Chips purchased.
        

      


      6.3 Certification
        of Proposed Product.

       

      (a) Requirements
        for Certification. Microsoft
        will at all times control requirements for Xbox 360 certification testing.
        Modifications to the Certification Specifications and Branding Specifications
        may be implemented by Microsoft at any time during the Term, but will not
        be
        retroactive to any Licensed Product already certified by Microsoft or its
        Certification Testing Center.

      


      (b) Proposed
        Product Submission.
        Company
        will, at its sole cost and expense, deliver to Microsoft or Microsoft’s
        Certification Testing Center a minimum of seven (7) units of the Proposed
        Product for certification. Company represents and warrants that: (i) all
        Proposed Products units submitted are representative of product ready for
        release for general distribution; (ii) Company has adequately and extensively
        tested the Proposed Products using the PXDK test equipment required by
        Microsoft; (iii)  there are no errors in the Proposed Products. If
        requested by Microsoft, Company will also provide Microsoft or the Certification
        Testing Center with copies of all End User installation and technical reference
        manuals for the Proposed Product, as well as any other documentation reasonably
        requested by Microsoft for operating the Proposed Product and/or conducting
        the
        certification activities. 

      


      (c) Proposed
        Product Review. The
        Proposed Product
        units will be reviewed for compliance with the Certification Specifications
        in
        effect at the time of review. Company will be responsible for supplying any
        necessary documentation to operate the Proposed Product for verification
        purposes and for designating a single contact person for technical assistance.
        If the certification is provided by a Certification Testing Center, Company
        will
        pay all verification fees required by the Certification Testing Center and
        will
        execute any additional contracts required by the Certification Testing Center.
        Microsoft is not liable for any damage to the Proposed Product units while
        in
        transit to and on Microsoft’s premises or that of the Certification Testing
        Center. 

      


      (d) Testing
        Schedule; Reports. Company
        will schedule all certification testing at least three (3) weeks in advance
        or
        shorter time as agreed to by Microsoft or the Certification Testing Center.
        Certification will be performed by Microsoft or the Certification Testing
        Center
        subject to the availability of its resources and staff.
        Microsoft will report to Company on status of testing within two weeks of
        Company’s submission, but nothing in this Section will require Microsoft to
        complete testing within such time.

      


      (e) Failure
        to Pass Certification. If
        a
        Proposed Product fails to meet the Certification Specifications, Microsoft
        or
        the Certification Testing
        Center
        will
        provide Company with a written report indicating the reasons for such failure
        but will
        not
        provide
        recommendations for improvements to the Proposed Product. Company will promptly
        replace, repair, or withdraw the Proposed Product from further certification
        testing.
        Microsoft will not refund any advance license fees paid for a Proposed Product
        that does not pass certification testing. 

      


      (f) Additional
        Product Requirements.
        In
        addition to meeting the Certification
        Specifications and passing the Xbox 360 certification testing, all Proposed
        Products will be of a quality at least commensurate with the quality of products
        distributed by Company before the Effective Date and will meet or exceed
        the
        Quality Standards and Microsoft Standards. On an annual basis, a Company
        officer
        will certify compliance with the Microsoft Standards in writing in a form
        substantially similar to that attached in Exhibit
        G
        as
        updated from time to time by notice from Microsoft. In the event Microsoft
        rejects the Proposed Product for failure to comply with the Quality Standards
        or
        Microsoft Standards, Company will correct and then resubmit the Proposed
        Product
        to Microsoft, or withdraw the Proposed Product from any further certification
        testing. Microsoft
        will not refund any advance license fees paid for a Proposed Product that
        does
        not pass certification testing or meet the Quality Standards or Microsoft
        Standards.

       

      
        
           

        

        
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      DENOTED
        WITH “***”


      6.4 Approval
        to Deliver Xbox 360 Chip(s). Upon
        final approval of each Licensed Product, Microsoft will inform the applicable
        Approved Vendor of such approval and authorize the Approved Vendor to sell
        the
        applicable Xbox 360 Chips to Company for use in the Licensed Product.


      


      6.5 Control
        of Xbox 360 Chip(s).
        Company
        must provide to Microsoft a detailed plan for secure handling, storage, and
        scrap of Security Chips by Company ninety (90) days prior to their first
        receipt
        of Xbox 360 Chips. The detailed plan must include full material handling,
        storage and scrap procedures in place at all Company’s manufacturing facilities
        where Xbox 360 Chips are delivered, stored, and utilized in Licensed Products.
        Microsoft has the right to require additional handling, storage and scrap
        procedures to ensure adequate controls of Xbox 360 Chips. 

      


      6.6 Final
        Retail Product Samples.
        Upon
        final approval, Company will provide at no cost to Microsoft twenty (20)
        final
        retail packaged Licensed Products for use in its test and game certification
        laboratories. These units will be used for compliance testing on current
        and
        future products.

      


      6.7 Prohibition
        on Unauthorized Manufacture or Distribution.
        Unless
        otherwise approved by Microsoft in writing, in no event will Company manufacture
        or distribute a Proposed Product or any other product that Company claims
        to be
        compatible with the Xbox 360 console or accessories without such product
        being a
        Licensed Product under the terms of this Agreement.

      


      7. No
        Restriction on Independent Development.

      


      Nothing
        in this Agreement will be construed as restricting Microsoft’s ability to
        acquire, license, develop, manufacture or distribute for itself, or have
        others
        acquire, license, develop, manufacture or distribute any software, firmware,
        or
        hardware with the same or similar functionality as the Proposed Product(s)
        or
        Licensed Product(s), or to market and distribute such other technology and
        products. 

      


      8. Product
        Manufacturing.

      


      Company
        is solely responsible for manufacturing, designing, testing, labeling (including
        all warnings, use instructions and regulatory compliance), warehousing,
        distributing, promoting, selling and if necessary recalling the Licensed
        Products. Company is also responsible for ensuring that all commercially
        released versions of the Licensed Products are free of defects in material,
        manufacture and design, and comply with all applicable domestic and
        international regulations, standards and other laws and standards governing
        restricted substances, product safety and consumer protections. In no event
        will
        Microsoft be deemed to have any such responsibilities with regard to the
        Licensed Products. In particular, under any recycling, collection, recovery,
        reuse, disposal and/or waste management legislation, Company agrees that
        it is
        solely responsible for all Licensed Products as a producer and that Microsoft
        has no responsibility therefor. Company hereby indemnifies Microsoft in the
        event that its failure to comply with its responsibilities as a producer
        or any
        of its acts or omissions leads to a claim or action being made against Microsoft
        for Licensed Products under such legislation. Company will provide Microsoft
        with the name and address of the manufacturers of the Licensed Products and
        the
        location of their manufacturing facilities, and will provide Microsoft with
        no
        less than thirty (30) days prior written notice in the event of any changes
        of
        such manufacturer. Company will institute manufacturing processes and tests
        so
        as to ensure that all units of the Licensed Products manufactured by or for
        Company meet the Quality Standards and Microsoft Standards, comply with all
        applicable regulations, standards and other laws and are in compliance with
        the
        version of the Proposed Product approved by Microsoft under Section 6 of
        this
        Agreement. Company agrees to provide Microsoft with samples of the Licensed
        Product(s) from time to time for purposes of verifying that they continue
        to
        meet the Certification Specifications and Quality Standards. Upon notice
        or
        other discovery of any non-conformance of the Licensed Product or Product
        Package with the Quality Standards, Microsoft Standards or Certification
        Specifications (including receipt of any bona fide end user claims or complaints
        pertaining to consumer product safety matters), Company will promptly notify
        Microsoft and remedy such non-conformance in all such Licensed Product units
        or
        Product Packages regardless of where such are in the chain of distribution,
        and
        Company will notify Microsoft of the remedial steps taken. 

       

      
        
           

        

        
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      9. Permission
        to Demonstrate.

      


      Company
        hereby grants permission to Microsoft to use and display Licensed Products
        at
        conventions, events, trade shows, press briefings, and the like, and to use,
        depict, broadcast, and otherwise display the Licensed Products in advertising
        and promotional material relating to Xbox 360 and related Microsoft products
        and
        services, as Microsoft may reasonably deem appropriate.

      


      10. Confidentiality;
        Press Announcements; Product Listing.

      


      10.1  Non-Disclosure
        Agreement.
        Microsoft and Company agree that the terms of the Non-Disclosure Agreement
        (“NDA”)
        executed by the parties on February
        12th 2008
        are
        incorporated herein by this reference. Further, the parties agree that all
        terms
        and conditions of this Agreement will be deemed Microsoft Confidential
        Information as defined in the NDA. In the event that any independent contractor
        of Company will require access to Microsoft Confidential Information for
        the
        purposes of fulfilling Company’s obligations under this Agreement, Company will
        enter into written confidentiality agreements with such independent contractors
        which are at least as protective of the Microsoft Confidential Information
        as is
        the NDA.

      


      10.2  Press
        Releases.
        Microsoft and Company agree that Company’s initial press release or
        communication to the press and/or public regarding this Agreement, and any
        subsequent press releases to be published by Company which refer to Microsoft
        or
        Xbox 360, will be mutually agreed upon prior to Company’s release to the public.
        Company’s requests for approval and Microsoft’s reply thereto will be sent to:


       

      Xbox
        Accessories Program Manager

      Microsoft
        Corporation, One Microsoft Way, Redmond, WA 98052, USA 

       

      10.3  Mandated
        Disclosure of this Agreement.
        Notwithstanding Sections 10.1 and 10.2, the parties acknowledge that this
        Agreement, or portions thereof, may be required under applicable law to be
        disclosed as part of or an exhibit to either party’s required public disclosure
        documents. If either party is advised by its legal counsel that such disclosure
        is required, it will notify the other in writing and the parties will jointly
        seek confidential treatment of this Agreement to the maximum extent reasonably
        possible, in documents approved by both parties and filed with the applicable
        governmental or regulatory authorities, and/or Microsoft will prepare a redacted
        version of this Agreement for such filing.

      


      10.4  Access
        to Xbox 360 Game Publishers.
        Microsoft agrees that Company may work with publishers and developers of
        Xbox
        360 platform game products, under terms and conditions to be agreed upon
        by
        Company and such publisher/developer, for Company’s potential creation of
        Proposed Products that will maximize such publishers’/developers’ Xbox 360 game
        products. Nothing in this Agreement will prohibit Company from distributing
        Company’s Licensed Products as a packaged set together with any third party’s
        Xbox 360-compatible game products.

       

      
        
           

        

        
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      DENOTED
        WITH “***”


      10.5 Product
        Listing.
        Microsoft may, but is not obligated to, post information regarding the Licensed
        Products on applicable Microsoft websites provided that Company has not
        requested that Microsoft exclude the Licensed Products from such posting.
        

      


      11. End
        User Warranties.

      


      Company
        will be solely responsible for the distribution, marketing, sales, maintenance,
        and End User warranties of the Licensed Products, and for providing technical
        and all other support to distributors and End Users of the Licensed Products.
        Company will provide all distributors and End Users of the Licensed Products
        with Company’s contact information (including without limitation Company’s
        street address and telephone number, and the applicable individual/group
        responsible for customer support. Such distributor and End User support will
        be
        consistent with the then-applicable video game accessory industry standards.
        Company acknowledges and agrees that Microsoft will have no responsibilities
        whatsoever for any of the foregoing and that Company will be solely responsible
        for any and all End User warranty claims.

      


      12. Company
        Warranties to Microsoft.
        Company
        warrants and represents that:

      


      12.1  It
        has
        the full power and authority to enter into this Agreement.

      


      12.2  The
        Licensed Products and Product Package comply with all relevant domestic and
        international regulations, standards, and other laws, including without
        limitation those pertaining to environmental, restricted substances, recycling,
        disposal, reuse, waste management, labor, worker safety, product safety and
        consumer protections applicable to the Licensed Products and Product Packaging,
        and Company expressly acknowledges that Microsoft has not undertaken and
        has no
        duty to test, verify or otherwise ensure that the Licensed Products, or Product
        Package complies with such regulations, standards, and laws. 

      


      12.3   The
        Licensed Products comply with the Quality Standards, Microsoft Standards,
        and
        the Certification Specifications and the Licensed Products, Product Package,
        and
        all marketing materials comply with the Branding Specifications.

      


      12.4  Company
        has and will maintain throughout the Term and for at least two (2) years
        thereafter, a comprehensive general liability insurance policy with respect
        to
        the Licensed Product(s) in an amount not less than U.S.$2,000,000.00 per
        occurrence. Microsoft will be a named insured on said policy and Company
        will
        provide to Microsoft a Certificate of Insurance evidencing Microsoft’s status as
        an additional insured within 30 days of execution of this Agreement and only
        at
        Microsoft’s request a copy of said policy. Company will provide Microsoft with
        thirty (30) days prior written notice in the event of any policy cancellation
        or
        a material change in the terms or provisions of such policy. 

      


      12.5  Notwithstanding
        anything to the contrary contained in this Agreement, in the event Microsoft
        learns of a material variance in the Licensed Products’ compliance with the
        Quality Standards, Microsoft Standards or Certification Specifications or
        Company’s warranty in Section 12.2, Microsoft may terminate this Agreement in
        accordance with Section 15.2(a).

      


      13. Microsoft
        Warranties to Company; Disclaimer of Warranties; Exclusion of Damages;
        Limitation of Liability.

      


      13.1 Warranties.
        Microsoft warrants and represents that: (a) it has the full power to enter
        into
        this Agreement; and (b) it has not previously and will not grant any rights
        to
        any third party that are inconsistent with the rights granted to Company
        herein.

      


      13.2 DISCLAIMER.
        EXCEPT
        AS EXPRESSLY STATED IN SECTION 13, MICROSOFT PROVIDES ALL MATERIALS, LICENSES
        AND SERVICES HEREUNDER ON AN “AS IS” BASIS, AND MICROSOFT DISCLAIMS ALL OTHER
        EXPRESS OR IMPLIED WARRANTIES UNDER THE APPLICABLE LAWS OF ANY COUNTRY REGARDING
        THE MATERIALS, LICENSES AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF
        NON-INFRINGEMENT OR WITH REGARD TO THE SCOPE, COVERAGE, VALIDITY OR
        ENFORCEABILITY OF ANY NECESSARY CLAIMS OR THAT ANY NECESSARY CLAIMS OR OTHER
        INTELLECTUAL PROPERTY RIGHTS APPLY WORLDWIDE. THE
        ENTIRE RISK AS TO THE QUALITY, USE, OR PERFORMANCE OF ANY MATERIALS PROVIDED
        BY
        MICROSOFT HEREUNDER REMAINS WITH COMPANY. 

       

      
        
           

        

        
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        RESPECT TO CERTAIN PORTIONS HEREOF 

      DENOTED
        WITH “***”


      13.3  EXCLUSION
        OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the
        maximum extent
        permitted by applicable law, in no event will Microsoft, its affiliates,
        subsidiaries, licensors or its suppliers be liable for any special, incidental,
        indirect, or consequential damages whatsoever under this Agreement (including,
        but not limited to, damages for loss of profits or confidential or other
        information, for business interruption, for personal injury, for failure
        to
        warn, for failure to meet any duty including of good faith or of reasonable
        care, for negligence, and for any other pecuniary or other loss whatsoever)
        even
        if Microsoft has been apprised of the likelihood of such damages.


      


      13.4  Limitation
        of Liability and Remedies.
        Notwithstanding any damages that Company might incur for any reason whatsoever
        (including, without limitation, all damages referenced above and all direct
        or
        general damages), the entire liability of Microsoft, its affiliates, licensors
        and any of its suppliers under any provision of this Agreement and Company’s
        exclusive remedy for all of the foregoing, will be limited to the cumulative
        sum
        of all license fees and royalty payments received by Microsoft from Company
        under this Agreement. The foregoing limitations, exclusions and disclaimers
        will
        apply to the maximum extent permitted by applicable law, even if any remedy
        fails its essential purpose.

      


      14. Indemnity.

      


      14.1  Company’s
        Indemnity of Microsoft. Company
        will defend, indemnify and hold harmless Microsoft and Microsoft’s affiliates
        and subsidiaries, and their respective directors, officers, employees, agents,
        customers and distributors of each of the foregoing from and against any
        and all
        claims, actions, demands, legal proceedings, liabilities, damages, losses,
        judgment, authorized settlements, costs and expenses, including without
        limitation actions by private parties or governmental agencies and reasonable
        attorney’s fees, arising out of or in connection with any actual or alleged:


      


      (a) claim
        that, if assumed to be true, would constitute a breach of a Company warranty,
        representation or covenant set forth in this Agreement; and/or

      


      (b) claim
        relating to the Proposed Product(s), Licensed Product(s), Product Package
        or the
        marketing thereof (except to the extent that Microsoft is obligated to indemnify
        Company for trademark infringement claims under14.3), including without
        limitation: (A) claims of actual or alleged infringement by Company, a Proposed
        Product, a Licensed Product, and/or Product Package, of any patent, copyright,
        trade secret, mask work right, trademark or other proprietary right of any
        third
        party except to the extent that such infringement arises from the Xbox 360
        Logos, the Firmware, the Security Feature, or the Wireless Feature; (B) claims
        by any third party that a Proposed Product, Licensed Product, and/or Product
        Package has caused any injury or bodily harm (including death) or has damaged
        real property or personal property or the environment; (C) claims based on
        a
        violation by Company of, or failure of Proposed Product, Licensed Product,
        and/or Product Package to comply with, any applicable law or regulation;
        (D)
        claims by or on behalf of any subcontractor, supplier, employee or agent
        of
        Company; and/or (E) claims related to Company’s use of the Xbox 360 Logos in a
        manner not authorized under this Agreement. 

      


      14.2  Indemnity
        Procedures. In
        the
        event Microsoft becomes aware of any such claim, Microsoft shall: (a) reasonably
        promptly notify Company thereof; and (b) provide Company with reasonable
        cooperation in the defense thereof. Unless such claim or the defense thereof
        could give rise to criminal liability or could have a material effect on
        Microsoft’s business in the jurisdiction of such proceeding, Microsoft will not
        settle any such claim without Company’s consent, which will not be unreasonably
        withheld. Microsoft will have the right to approve the counsel selected by
        Company to defend any such claim (such approval not to be unreasonably withheld)
        and will also have the right to have its own counsel participate in the defense
        of any such claim at Microsoft’s own expense. Notwithstanding the foregoing, and
        without prejudice to Company’s indemnification obligations or Microsoft’s other
        rights hereunder, Microsoft will be entitled (using its own counsel and without
        the consent of Company) to control the defense of, and settle, any claim
        if
        Company does not, upon Microsoft’s demand, acknowledge in writing Company’s full
        responsibility to indemnify therefor. 

       

      
        
           

        

        
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        TREATMENT REQUESTED 

      WITH
        RESPECT TO CERTAIN PORTIONS HEREOF 

      DENOTED
        WITH “***”


      14.3  Microsoft’s
        Indemnity of Company. Microsoft
        will defend, indemnify and hold Company and Company’s affiliates, directors,
        officers, employees, licensees, agents and independent contractors harmless
        from
        and against any costs, damages and fees reasonably incurred by Company,
        including but not limited to fees of attorneys and other professionals, that
        are
        attributable to any third-party claim that the Xbox 360 Logos infringe the
        trademark of such third party in those countries in which Microsoft distributes
        the Xbox 360 video game consoles. Company will provide Microsoft reasonably
        prompt notice in writing of any such claims and provide Microsoft with
        reasonable information and assistance, at Microsoft’s expense, to help Microsoft
        to defend such claims. 

      


      15. Term
        and Termination.

      


      15.1  Term.
        The term
        of this Agreement will commence on the Effective Date and unless terminated
        earlier as provided in Section 15.2, will continue until two (2) years after
        the
        Effective Date. Thereafter the Term will automatically renew for successive
        one-year periods until the last year Microsoft distributes the Xbox 360 version
        console unless either party gives written notice of its intent not to renew
        no
        less than ninety (90) days prior to the expiration of the initial or any
        subsequent renewal term.

      


      15.2  Termination
        for Cause. 

      


      (a) By
        Microsoft. Microsoft
        may terminate this Agreement for cause immediately in the event that the
        PXDK
        license between Microsoft and Company is terminated or in the event of any
        breach by Company of the license provisions in Section 3 or 4. Microsoft
        may
        immediately terminate this Agreement for cause in the event of any of the
        following: (i) if Company is in material breach or default of any
        representation, warranty, covenant or agreement hereunder or fails to continue
        to perform its obligations hereunder, which breach or default is not cured
        within thirty (30) days of written notice from Microsoft; (ii) if Company
        becomes insolvent, or (iii) if Company becomes the subject of any proceeding
        under any bankruptcy, insolvency or liquidation law, whether domestic or
        foreign
        and whether voluntary or involuntary, which is not resolved favorably to
        Company
        within sixty (60) days of commencement thereof; or (iv) if Company becomes
        subject to property attachment, court injunction or court order which has
        a
        material adverse effect on its operations. 

      


      (b) By
        Company.
        Company
        may terminate this Agreement upon thirty (30) days’ written notice to Microsoft
        if Microsoft becomes the subject of any proceeding under any bankruptcy,
        insolvency or liquidation law, whether domestic or foreign and whether voluntary
        or involuntary, which is not resolved favorably to Microsoft within sixty
        (60)
        days of commencement thereof. 

      


      15.3  Effect
        of Termination; Sell-off Rights.
        In the
        event of any termination of this Agreement and subject to any Sell-off Period,
        Company will immediately (a) cease manufacture and distribution of the Licensed
        Product, (b) cease all use of the Xbox 360 Logos and Microsoft Materials,
        (c)
        cancel all purchase orders for Xbox 360 Chips, (d) destroy all tooling that
        contains Xbox 360 Logos, (e) dispose of Product Packages at Company’s
        expense as directed by Microsoft in its sole discretion, and (f) return or
        destroy, in accordance with its handling, storage, and scrap plan as provided
        for in section 6.5 of this Agreement, all unused Xbox 360 Chips. Notwithstanding
        the foregoing, upon the expiration or termination of this Agreement pursuant
        to
        a notice of non-renewal under Section 15.1 or under Section 15.2 above, or
        in
        the event this Agreement is terminated by Company under Section 15.2(b),
        Company
        will have the right to continue to sell or otherwise dispose of Licensed
        Product
        which is in Company’s inventory on the date of such termination or expiration,
        such right to continue for six (6) months after such expiration or termination
        (the “Sell-off
        Period”),
        provided that Company will not manufacture amounts of Licensed Product in
        anticipation of such termination or expiration which is in excess of orders
        expected to be received prior to the termination or expiration date. Company
        will immediately destroy any inventory units of Licensed Product remaining
        after
        the Sell-off Period. Any and all sales or other dispositions of the Licensed
        Product made under the provisions of this Section 15.3, including such during
        any Sell-Off Period, will be subject to all of the provisions of this Agreement.
        Sales by Company to end users and distributors prior to any termination or
        expiration of this Agreement will not be abridged or diminished by any
        expiration or termination of this Agreement.

       

      
        
           

        

        
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      CONFIDENTIAL
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      DENOTED
        WITH “***”


      15.4  Return
        of Materials.
        Upon the
        expiration or termination of this Agreement, each party will promptly return
        to
        the other all Confidential Information and other materials of the other that
        were held by each under the terms of this Agreement. 

      


      15.5  Survival.
        The
        provisions of Sections 1, 4.6, 5.3, 7, 8, 10, 11, 12, 13, 14, 15.5, and 16
        will
        survive any termination or expiration of this Agreement. 

      


      16. Miscellaneous.

      


      16.1   Governing
        Law; Attorneys’ Fees. 

      


      (a) Governing
        Law.
        This
        Agreement will be construed and controlled by the laws of the State of
        Washington, and Company further consents to jurisdiction by the state and
        federal courts sitting in the State of Washington. The parties agree that
        the U.
        N. Convention on Contracts for the International Sale of Goods does not apply
        to
        this Agreement. Process may be served on either party by U.S. Mail, postage
        prepaid, certified or registered, return receipt requested, or by such other
        method as is authorized by the Washington Long Arm Statute. This Section
        16 does
        not prevent Microsoft from seeking injunctive relief with respect to a violation
        of intellectual property rights or confidentiality obligations in any
        appropriate jurisdiction.

      


      (b) Attorneys’
        Fees. If
        either
        Microsoft or Company employs attorneys to enforce any rights arising out
        of or
        relating to this Agreement, the prevailing party will be entitled to recover
        reasonable attorneys’ fees.

      


      16.2   Notices
        and Requests. All
        notices and requests in connection with this Agreement will be deemed given
        as
        of the day they are received either by messenger, delivery service, or in
        the
        U.S. mail, postage prepaid, certified or registered, return receipt requested,
        and addressed as follows:

       

      
        	
              	Company:	
                Mr.
                  Amro A. Albanna, CEO

                
                  QMOTIONS,
                    INC.

                  
                    Physical
                      Address: 871 Marlborough Avenue, Riverside, CA 92507

                    Mailing
                      Address: P.O. Box 5019, Riverside, CA
                      92517

                  

                

              


        	 	 	 


        	 	with a cc to:	
                Dr. Dale L. Hutchins, President

                ACTIGA
                  CORPORATION

              


        	 	 	
              


        	 	 	
                Mr.
                  John Marshall, President

                QMOTIONS,
                  INC.

                Physical
                  Address: 871 Marlborough Avenue, Riverside, CA 92507

                Mailing
                  Address: P.O. Box 5019, Riverside, CA
                  92517

              


      

      

      

      
        
           

        

        
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        WITH “***”

       

      	
               

               

               

            	Microsoft:	
              MICROSOFT
                CORPORATION
                
                One
                  Microsoft Way

                Redmond,
                  WA 98052-6399

              

            


      	 	 	 


      	 	with a cc to:	
              MICROSOFT
                CORPORATION

              One
                Microsoft Way

              Redmond,
                WA 98052-6399

            


       

      or
        to
        such other address as the party to receive the notice or request so designates
        by written notice to the other.

      


      16.3   Assignment.
        This
        Agreement, and any rights or obligations hereunder will not be assignable
        by
        Company by contract or by operation of law without first obtaining Microsoft’s
        written consent. An assignment will be deemed to include without limitation
        (a)
        a merger of Company with another party, whether or not Company is the surviving
        entity, (b) the acquisition of more than twenty percent (20%) of any class
        of
        Company’s voting stock by another party, or (d) the sale or other transfer
        of more than fifty percent (50%) of Company’s assets (whether in a single
        transaction or series of transactions) any of which results in the assumption
        of
        management control by another corporation or its nominees. Microsoft may
        assign
        this Agreement in whole or in part to any affiliate or subsidiary (direct
        or
        indirect) or in connection with any merger, reorganization or consolidation.
        Subject to the limitations of this Section 16, this Agreement will inure
        to the
        benefit of and be binding upon the parties, their successors, administrators,
        heirs, and permitted assigns. Any attempted transfer or assignment in violation
        of this Section will be void; and, in the event of any such assignment or
        attempted assignment by Company, Microsoft shall have the right to immediately
        terminate the Agreement.

      


      16.4   Independent
        Contractors. This
        Agreement is intended solely as a license agreement, and no partnership,
        joint
        venture, agency, or other form of agreement or relationship is
        intended. 

       

      16.5   Enforceability/Waiver.
        If
        any
        provision of this Agreement will be held by a court of competent jurisdiction
        to
        be illegal, invalid or unenforceable, the remaining provisions will remain
        in
        full force and effect.
        No
        waiver of any breach of any provision of this Agreement will constitute a
        waiver
        of any other breach of the same or any other provision hereof, and no waiver
        will be effective unless made in writing and signed by an authorized
        representative of the waiving party. 

      


      16.6   Government
        Approvals.
        Company
        shall, at its own expense, obtain and arrange for the maintenance in full
        force
        and effect of all foreign and domestic governmental and regulatory approvals,
        consents, licenses, authorizations, declarations, filings, and registrations
        as
        may be necessary or advisable for the performance of all of the terms and
        conditions of the Agreement including, but not limited to, foreign exchange
        approvals, import and offer agent licenses, fair trade approvals and all
        approvals which may be required to realize the purposes of the
        Agreement. 

      


      16.7   Injunctive
        Relief. The
        parties agree that Company’s threatened or actual unauthorized use of the Xbox
        360 Logos or Microsoft Materials, whether in whole or in part, will result
        in
        immediate and irreparable damage to Microsoft for which there is no adequate
        remedy at law, and in such event Microsoft will be entitled to appropriate
        injunctive relief, without the necessity of posting bond or other
        security. 

      


      [Remainder
        of page intentionally left blank.]

       

      
        
           

        

        
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      DENOTED
        WITH “***”

       

      16.8 
        Entire Agreement/Modification. The
        parties hereto acknowledge that they have read this entire Agreement and
        understand it, and they agree to be bound by all its terms and conditions.
        They
        further agree that this Agreement, the NDA and all exhibits hereto constitute
        a
        single, integrated written contract expressing the entire agreement between
        the
        parties with respect to the subject matter hereof and all prior and
        contemporaneous communications and negotiations, whether written or oral,
        have
        been and are merged and integrated into, and are superseded by, this integrated
        written agreement. No covenants, agreements, representations or warranties
        of
        any kind whatsoever have been made by any party hereto, except as specifically
        set forth in this integrated written contract. This Agreement will not be
        modified except by a written agreement of even date herewith or subsequent
        hereto signed on behalf of Company and Microsoft by their duly-authorized
        representatives.

       

      IN
        WITNESS WHEREOF, the
        parties hereto have caused this Agreement to be executed as of the dates
        indicated below.

       

      
        
          
            	
                    MICROSOFT
                      CORPORATION

                  	
                     

                  	
                    QMOTIONS,
                      INC.

                  
	 	 	 
	
                         
                      

                  	
                     

                  	
                        
                      

                  
	
                    By
                      (signature)

                  	
                     

                  	
                    By
                      (signature)

                  
	 	 	 
	
                       
                      

                  	
                     

                  	
                       
                      

                  
	
                    Name
                      (print)

                  	
                     

                  	
                    Name
                      (print)

                  
	 	 	 
	
                        
                      

                  	
                     

                  	
                       
                      

                  
	
                    Title

                  	 	
                    Title

                  
	 	 	 
	
                       
                      

                  	
                     

                  	
                        
                      

                  
	
                    Date

                  	
                     

                  	
                    Date

                  
	
                     

                  	
                     

                  	
                     

                  


          

        

      


      
        
           

        

        
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        TREATMENT REQUESTED 

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      EXHIBIT
        A

       

      Microsoft
        Materials

       

      Technical
        Documentation:

      


      
        	 	
                1.

              	
                Xbox
                  360 Controller Requirements 

              


      

      
        	 	
                2.

              	
                Xbox
                  360 Wireless Controller
                  Requirements

              


      

      
        	 	
                3.

              	
                Xbox
                  360 Controller XUSB Specification 

              


      

      
        	 	
                4.

              	
                Xbox
                  360 Controller Certification
                  Requirements

              


      

      
        	 	
                5.

              	
                XNA
                  common controller WindowsXP driver [in object code
                  only]

              


      

      
        	 	
                6.

              	
                Xbox
                  360 Controller Security Interface
                  Specification

              


      

      



      
        
           

        

        
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      EXHIBIT
        B-1

       

      Licensed
        Logos

      


      


      Xbox
        360 Product Jewel Logo

      


      


        

      


      


      Licensed
        for Xbox 360 Logo

      


      


        


      
        
           

        

        
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      EXHIBIT
        B-2

      


      Branding
        Specifications

       

       

      *******



      
        
           

        

        
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      EXHIBIT
        C

       

      Royalties
        and Fees

      


      1.
         Xbox
        360 Logo Royalties. 

      


      a. 
        Logo
        Royalties.
        In
        accordance with Section 5.2(a), Company will pay the Xbox 360 Logo Royalties
        set
        forth in the table below for units of Licensed Product sold in the applicable
        territory. 

      


      b. One-Time
        Guaranteed Royalty Payment.
        Company
        will make a one-time guaranteed royalty payment for each applicable Territory
        below (the “Guaranteed
        Royalty”).
        The
        Guaranteed Royalty Payment will be due within thirty (30) days after the
        Effective Date. The Guaranteed Royalty is not refundable except as set forth
        in
        Section 15.2, but will be applied as a credit against the royalties payable
        under Section 5.2(a) on Licensed Products that Company ships to customers
        during
        the Guaranteed Royalty Period set forth in the table below. The Guaranteed
        Royalty will not be applied to any royalties payable on Licensed Products
        that
        Company ships to customers after the expiration of the Guaranteed Royalty
        Period.

      


      
        	
                Territory

              	
                Royalty
                  Rate 

              	
                Guaranteed
                  Royalty 

              	
                Guaranteed
                  Royalty Period

              
	
                 

                *******

                 

              	
                 

                Wired
                  Licensed Products:

                *******

                 

                Wireless
                  Licensed Products:

                *******

                 

              	
                 

                US$*******

                 

              	
                 

                *******

                 

              
	
                 

                *******

                 

              	
                 

                Wired
                  Licensed Products:

                *******

                 

                price
                  for the Licensed Product*

                 

                Wireless
                  Licensed Products:

                *******

                 

                price
                  for the Licensed Product

                 

              	
                 

                US$*******

                 

              	
                 

                *******

                 

              
	
                 

                *******

                 

              	
                 

                Wired
                  Licensed Products:

                *******

                 

                 

                Wireless
                  Licensed Products:

                *******

                 

              	
                 

                US$*******

                 

              	
                 

                *******

                 

              


      

      Fee
        Waiver for Bundles.
        Company
        is not required to pay
        the Xbox
        360 Logo Royalties (including the Guaranteed Royalty) set forth in this Section
        1 for Products that are sold as part of a Bundle.“Bundle”
        means a Licensed Product when packaged and sold with a licensed Xbox 360
        software game product designed for use with the Licensed Product.

       

      2. Security
        Feature Fee. Company
        will pay Microsoft a license fee in the amount of US***
        per
        Security Chip that is purchased by Company. Company must pay the Security
        Feature Fee for each Security Chip purchased by Company on a quarterly basis
        at
        the same time Company submits the royalty report and payment required in
        Section
        5.2(b). 

       

      3. Wireless
        Feature Fee. Company
        will pay Microsoft a license fee in the amount of US***
        per
        Radio
        Device that is purchased by Company. Company must pay the Wireless Feature
        Fee
        each Radio Device purchased by Company on a quarterly basis at the same time
        Company submits the royalty report and payment required in Section 5.2(b).
        By
        way of clarification, Company may only purchase Radio Devices for use in
        (a)
        Proposed Products that Microsoft has approved pursuant to Section 6.1 and
        (b)
        Licensed Products directly resulting from such Proposed Products. 

      


      4. Setup
        and Firmware Fees.

      


      
        	
              	a.	
                Setup
                  Fee.
                  Company will pay Microsoft a one-time setup fee in the amount of
                  US$***
                  in
                  consideration of Microsoft and its Approved Vendor establishing
                  a
                  Company-specific version of the Security Chip for Company’s use. Microsoft
                  will waive this fee, however, if Company either: (i) elects to
                  license the
                  Baseband Firmware and pays the Baseband Firmware fee identified
                  in Section
                  4(b) below; or (ii) intends to develop a Wireless Licensed Product
                  and
                  pays the Wireless Firmware fee identified in Section 4(c)
                  below.

              


      

       

      
        
           

        

        
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        TREATMENT REQUESTED 

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      DENOTED
        WITH “***”

       

      
        	
              	b.	
                Baseband
                  Firmware Fee.
                  If Company elects to license the Baseband Firmware, Company will
                  pay
                  Microsoft a one-time non-refundable fee in the amount of US***.
                  Microsoft will waive this fee, however, if Company intends to develop
                  a
                  Wireless Licensed Product and pays the Wireless Firmware fee identified
                  in
                  Section 4(c) below.

              


      

      
        	
              	c.	
                Wireless
                  Firmware Fee.
                  If Company plans to create a Proposed Product intended to result
                  in a
                  Wireless Licensed Product, Company will pay Microsoft a one-time
                  non-refundable fee in the amount of US***.
                  Company will pay this fee within ***
                  days
                  after Microsoft’s approval of the Company’s plan for the Proposed Product
                  pursuant to Section 6.1 

              


      


      
        
           

        

        
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      EXHIBIT
        D

       

      Certification
        Testing Centers

       

      [To
        be supplied at a later date]

       

      
        
           

        

        
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        TREATMENT REQUESTED 

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        WITH “***”


      EXHIBIT
        E

      


      Territory

      


      Check
        all
        that apply:

      


      
        	
                 

              	x	
                North
                  America

              
	 	o	
                Japan

              
	 	o	
                Europe
                  and Rest of World

              


      

       

      
        
           

        

        
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      EXHIBIT
        F

      


      Approved
        Vendors

       

      
        	
                Infineon
                  P/N

              	
                Approved
                  Vendor

              	
                Contact

              	
                Licensee’s
                  Orders to be Placed By

              
	
                ***

              	
                Qmotions,
                  Inc.

              	
                John
                  Marshall

                Qmotions,
                  Inc.

                871
                  Marlborough Ave. #100,  Riverside, CA 92507

                Phone:
                  +1-951-786-9474 

                 

                David
                  Addington

                Qmotions,
                  Inc.

                871
                  Marlborough Ave. #100,  Riverside, CA 92507

                Phone:
                  +1-951-786-9474 X223

                 

              	
                Qmotions,
                  Inc. will handle all security chip orders for this part
                  number.

              


      

       

      
        
           

        

        
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      EXHIBIT
        G

      


      Certificate
        of Compliance (CoC)


      


      Supplier
        Information

      
        	
                Company
                  Name:  

              	
                Address:
                   

              
	
                SRSM
                  (Supplier Restricted Substance Mngr)  :

              	
                Title:   

              
	
                SRSM
                  Phone:  

              	
                Email:  

              


      

      


      Reportable
        Substances

      Use
        the
        following section to disclose all Section B substances listed in Microsoft
        Specification Restricted Substances for Hardware Products
        (H00594).
        If
        Section B substances are used in the product or component, specify the chemical
        name, Chemical Abstracts Service (CAS) number, and where the substance is
        used
        in the product or component.

      If
        none
        of the above substances are present, specify “NOT USED” on line 1 below. Use
        additional sheet if necessary.

      


      
        	
                H00594
                  Section B SUBSTANCE NAME 

              	
                CAS
                  NUMBER

              	
                WHERE
                  USED in PRODUCT

              
	
                1.  

              	
                 

              	
                 

              
	
                2.  

              	
                 

              	
                 

              
	
                3.  

              	
                 

              	
                 

              
	
                4.  

              	
                 

              	
                 

              
	
                5.  

              	
                 

              	
                 

              
	
                6.  

              	
                 

              	
                 

              


      

      


      Product
        Information

      
        	
                Product
                  Names & Number:  

              	
                Device (ex.
                  Gamepad, Steering wheel):
                   

              
	
                 

                PNs
                  / EIPNs / SKUs: 

                 

                 

              	
                Time
                  Period (maximum
                  12 months):

                 

                From:
                   
                  To:  

              


      

      


      
        	
                Does
                  this component contain a RoHS exempt application? No:o
                  Yes:
                  o  

                If
                  yes:

                1. Cite
                  the RoHS exemption(s) being claimed. Select
                  exemption from drop down menu,
                  Select exemption from drop down menu, Select exemption from drop
                  down
                  menu, Select exemption from drop down menu, Select exemption from
                  drop
                  down menu

                Refer
                  to Annex 1 at the end of this form for the complete list of RoHS
                  exemptions.

                2. Identify
                  the homogeneous
                  material(s)
                  in
                  the component(s) containing the RoHS substance (e.g. glass, metal,
                  alloy,
                  ceramic, etc.):  

              


      

       

      I
        certify
        that the supplied product (see above) conforms fully to the requirements
        of the
        Microsoft “Restricted
        Substances for Hardware Products (H00594)”
        specification and that no banned Ozone Depleting Chemicals (per the Montreal
        Protocol) are used in the manufacture of Microsoft products.

      


      Supplier
        Electronic Signature

      
        	
                SRSM:  

              	
                Date:
                   

              


      

       

      
        
           

        

        
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            26 of 28

          
            

          

        

        
           

        

      

       

      Annex
        1: Applications of lead, mercury, cadmium and hexavalent
        chromium
        exempted from RoHS as of October 2006

       

      The
        following is a list of exemptions under RoHS which MS suppliers may find
        relevant. Suppliers are responsible for maintaining current information and
        are
        encouraged to consult the full text of RoHS for other exemptions and for
        the
        latest updates to RoHS.

       

      
        	
                1.

              	
                Mercury
                  in compact fluorescent lamps not exceeding 5 mg per
                  lamp.

              


      

      
        	
                2.

              	
                Mercury
                  in straight fluorescent lamps for general purposes not exceeding:—
                  halophosphate 10 mg; — triphosphate with normal lifetime 5 mg; —
                  triphosphate with long lifetime 8
                  mg.

              


      

      
        	
                3.

              	
                Mercury
                  in straight fluorescent lamps for special
                  purposes.

              


      

      
        	
                4.

              	
                Mercury
                  in other lamps not specifically mentioned in this
                  Annex.

              


      

      
        	
                5.

              	
                Lead
                  in glass of cathode ray tubes, electronic components and fluorescent
                  tubes.

              



      
        	6.	
                a.

              	
                Lead
                  as an alloying element in steel containing up to 0.35 % lead by
                  weight

              


      

      
        	 	
                b.

              	
                Lead
                  as an alloying element in aluminum containing up to 0.4 % lead
                  by
                  weight

              


      

      
        	 	
                c.

              	
                Lead
                  as an alloying element copper alloys containing up to 4 % lead
                  by
                  weight.

              


      

      
        	7.	
                a.

              	
                Lead
                  in high melting temperature type solders (i.e. lead based alloys
                  containing 85 % by weight or more
                  lead)

              


      

      
        	 	
                b.

              	
                Lead
                  in solders for servers, storage and storage array systems, network
                  infrastructure equipment for switching, signaling, transmission
                  as well as
                  network management for
                  telecommunications

              


        	 	
                c.

              	
                Lead
                  in electronic ceramic parts (e.g. piezoelectronic
                  devices).

              


      

      
        	
                8.

              	
                Cadmium
                  in electrical contacts and cadmium plating except for applications
                  banned
                  under Directive 91/338/EEC (1) amending Directive 76/769/EEC (2)
                  relating
                  to restrictions on the marketing and use of certain dangerous substances
                  and preparations.

              


      

      
        	
                9.

              	
                Hexavalent
                  chromium as an anti-corrosion of the carbon steel cooling system
                  in
                  absorption refrigerators.

              


      

      
        	10.	
                Not
                  Applicable per H00594. Deca BDE is banned in Microsoft
                  products.

              


      

      
        	11.	
                Lead
                  used in compliant pin connector
                  systems.

              


      

      
        	12.	
                Lead
                  as a coating material for the thermal conduction module
                  c-ring.

              


      

      
        	13.	
                Lead
                  and cadmium in optical and filter
                  glass.

              


      

      
        	14.	
                Lead
                  in solders consisting of more than two elements for the connection
                  between
                  the pins and the package of microprocessors with a lead content
                  of more
                  than 80% and less than 85% by
                  weight.

              


      

      
        	15.	
                Lead
                  in solders to complete a viable electrical connection between
                  semiconductor die and carrier within integrated circuit Flip Chip
                  packages.

              


      

      
        	16.	
                Lead
                  in linear incandescent lamps with silicate coated
                  tubes.

              


      

      
        	17.	
                Lead
                  halide as radiant agent in High Density Discharge (HID) lamps used
                  for
                  professional reprography
                  applications.

              


      

      
        	18.	
                Lead
                  as activator in the fluorescent powder (1 % lead by weight or less)
                  of
                  discharge lamps when used as sun tanning lamps containing phosphors
                  such
                  as BSP (BaSi2O5:Pb) as well as when used as speciality lamps for
                  diazo-printing reprography, lithography, insect traps, photochemical
                  and
                  curing processes containing phosphors such as SMS
                  ((Sr,Ba)2MgSi2O7:Pb).

              


      

      
        	19.	
                Lead
                  with PbBiSn-Hg and PbInSn-Hg in specific compositions as main amalgam
                  and
                  with PbSn-Hg as auxiliary amalgam in very compact Energy Saving
                  Lamps
                  (ESL).

              


      

      
        	
                21.

              	
                Lead
                  oxide in glass used for bonding front and rear substrates of flat
                  fluorescent lamps used for Liquid Crystal Displays (LCD).Lead and
                  cadmium
                  in printing inks for the application enamels on borosilicate
                  glass

              


      

      
        	22.	
                Lead
                  in finishes of fine pitch components other than connectors with
                  a pitch of
                  0.65mm or less with Ni Fe lead frames and lead in finishes of fine
                  pitch
                  components other than connectors with a pitch of 0.65mm or less
                  with
                  copper lead-frames

              


      

      
        	23.	
                Lead
                  in solders for the soldering to machined through hole discoidal
                  and planar
                  array ceramic multilayer capacitors

              


      

      
        	24.	
                Lead
                  oxide in plasma display panels (PDP) and surface conduction electron
                  emitter displays (SED) used in structural elements; notably in
                  the front
                  and rear glass dielectric layer, the bus electrode, the black stripe,
                  the
                  address electrode, the barrier ribs, the seal frit and frit ring
                  as well
                  as in print pastes

              


      

      
        	25.	
                Lead
                  oxide in the glass envelope of Black Light Blue (BLB)
                  lamps

              


      

      
        	26.	
                Lead
                  alloys as solder for transducers used in high-powered (designated
                  to
                  operate for several hours at acoustic power levels of 125dB SPL
                  and above)
                  loudspeakers

              


      

      
        	27.	
                Hexavalent
                  chromium in corrosive preventive coatings of unpainted metal sheetings
                  and
                  fasteners used for corrosion protection and Electromagnetic Interference
                  Shielding in equipment falling under category three of Directive
                  2002/96/EC (IT and telecommunications equipment). Exemption granted
                  until
                  1 July 2007

              


      

      
        	28.	
                Lead
                  bound in crystal glass as defined in Annex I (Categories 1, 2,
                  3, and 4)
                  of Council Directive 69/493/EEC OJ L 326, 29.12.1969, p. 36. Directive
                  as
                  last amended by 2003 Act of
                  Accession

              


      


      
        
           

        

        
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            27 of 28

          
            

          

        

        
           

        

      


      EXHIBIT
        H

      


      Approved
        Subcontractors

      


      
        	
                Subcontractor

              	
                Contact
                  Information

              
	
                TBD

              	
                TBD

              
	 	 
	 	 
	 	 
	 	 


      

       

      
        
           

        

        
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            28 of 28