ex101.htm


    EXHIBIT
      10.1

     

    Execution
      Version

     

     

     

    AMENDED
      AND RESTATED

     

     

    RESEARCH,
      DEVELOPMENT AND SUPPLY AGREEMENT

     

    between

     

    EPIR
      TECHNOLOGIES, INC.

     

    and

     

    SUNOVIA
      ENERGY TECHNOLOGIES, INC.

     

     

    Original
      Effective Date: November 1, 2007

     

     

    Amended
      and Restated as of:  January 24, 2008

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    TABLE
      OF CONTENTS

    Page
      (s)

     

    
      	
              ARTICLE
                1.DEFINITIONS

            	
               

            	6


    

     

    
      	
              ARTICLE
                2.SCOPE OF AGREEMENT

            	
               

            	
              7

            


    

     

    
      	
              ARTICLE
                3.TERM AND TERMINATION

            	
               

            	8


    

     

    
      	
              3.1.Term.

            	 	
              8

            


    

     

    
      	
              3.2.Termination
                for Cause

            	 	
              8

            


    

     

    
      	
              3.3.Termination
                for Force Majeure

            	 	9


    

     

    
      	
              3.4.Effects
                of Termination

            	 	9


    

     

    
      	
              3.5.Survival

            	 	9


    

     

    
      	
              ARTICLE
                4.LEGAL POSITION OF THE PARTIES

            	
               

            	
              9

            


    

     

    
      	
              4.1.Public
                Announcements

            	 	9


    

     

    
      	
              4.2.Independent
                Contractors

            	 	10


    

     

    
      	
              4.3.No
                Affirmative Obligation

            	 	10


    

     

    
      	
              ARTICLE
                5.OBLIGATIONS OF EPIR

            	
               

            	10


    

     

    
      	
              5.1.Development.

            	 	10


    

     

    
      	
              5.2.Marketing
                Support

            	 	11


    

     

    
      	
              5.3.Technical
                Support

            	 	
              12

            


    

     

    
      	
              ARTICLE
                6.OBLIGATIONS OF SETI

            	
               

            	12


    

     

    
      	
              6.1.Scheduled
                Payments

            	 	12


    

     

    
      	
              6.2.Marketing
                And Technical Support

            	 	
              12

            


    

     

    
      	
              6.3.Promotion

            	 	13


    

     

    
      	
              ARTICLE
                7.PURCHASE AND SUPPLY OF PRODUCT.

            	
               

            	
              14

            


    

     

    
      	
              7.1.Grant
                Of Exclusivity, Obligation To Supply EPIR Products.

            	 	
              14

            


    

     

    
      	
              7.2.Obligation
                to Supply.

            	 	15


    

     

    
      	
              7.3.Inspection
                And Certification

            	 	
              15

            


    

     

    
      	
              7.4.Packaging

            	 	15


    

     

    
      	
              ARTICLE
                8.FORECASTS, ORDERS, AND CAPACITY

            	
               

            	16


    

     

    
      	
              8.1.Forecasts,
                Order Limits And Capacity.

            	 	
              16

            


    

     

    
      	
              8.2.Purchase
                Orders.

            	 	16


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                9.PRICE

            	
               

            	17


    

     

    
      	
              9.1.Purchase
                Price Of The EPIR Products.

            	 	17


    

     

    
      	
              ARTICLE
                10.SHIPMENT AND INVOICING

            	
               

            	18


    

     

    
      	
              10.1.Delivery
                Terms And Partial Shipments.

            	 	18


    

     

    
      	
              10.2.Exporter
                Of Record.

            	 	18


    

     

    
      	
              10.3.Export
                Costs And Documents.

            	 	18


    

     

    
      	
              10.4.Foreign
                Corrupt Practices Act.

            	 	18


    

     

    
      	
              10.5.EPIR
                Product and Services Payment Terms.

            	 	19


    

     

    
      	
              10.6.Default
                In Payment Obligations.

            	 	19


    

    
       

      
        	ARTICLE 11.ACCEPTANCE OF
                EPIR
                PRODUCT	
                 

              	19


      

       

    

    
      	
              11.1.EPIR
                Product Conformity.

            	 	19


    

     

    
      	
              11.2.Remedies
                For Non Conforming EPIR Product.

            	 	20


    

    
       

      
        	ARTICLE 12. PRODUCTION OF
                EPIR
                Products	
                 

              	20


      

       

    

    
      	
              12.1.Production.

            	 	20


    

     

    
      	
              12.2.Testing.

            	 	21


    

     

    
      	
              12.3.Permits
                And Licenses.

            	 	
              21

            


    

     

    
      	
              12.4.Regulatory
                Requirements.

            	 	21


    

     

    
      	
              12.5.Changes
                In Manufacturing.

            	 	21


    

     

    
      	
              ARTICLE
                13.TRADEMARKS

            	
               

            	
              22

            


    

     

    
      	
              ARTICLE
                14.REPRESENTATIONS AND WARRANTIES

            	
               

            	22


    

     

    
      	
              14.1.Mutual
                Representations.

            	 	22


    

     

    
      	
              14.2.EPIR
                Warranties.

            	 	22


    

     

    
      	
              14.3.Disclaimer
                Of Warranties.

            	 	22


    

     

    
      	
              14.4.SETI
                Warranties.

            	 	
              23

            


    

     

    
      	
              14.5.Disclaimer
                Of Warranties.

            	 	23


    

    
       

      
        	ARTICLE 15.LIMITATION OF
                LIABILITY,
                WAIVER OF SUBROGATION	
                 

              	23


      

       

    

    
      	
              15.1.Limitation
                Of Liability.

            	 	23


    

     

    
      	
              15.2.Waiver
                Of Subrogation.

            	 	23


    

     

    
      	
              ARTICLE
                16.INDEMNIFICATION

            	
               

            	24


    

     

    
      	
              16.1.SETI
                Indemnification.

            	 	24


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              16.2.EPIR
                Indemnification.

            	 	24


    

     

    
      	
              16.3.Indemnitee
                Obligations.

            	 	24


    

     

    
      	
              ARTICLE
                17.INSURANCE

            	
               

            	25


    

     

    
      	
              17.1.SETI
                Insurance.

            	 	25


    

     

    
      	
              17.2.EPIR
                Insurance.

            	 	25


    

     

    
      	
              ARTICLE
                18.INTELLECTUAL PROPERTY

            	
               

            	
              25

            


    

     

    
      	
              18.1.Definition
                Of Intellectual Property.

            	 	25


    

     

    
      	
              18.2.Existing
                Intellectual Property.

            	 	25


    

     

    
      	
              18.3.Joint
                Patent Rights Developed During The Term.

            	 	
              26

            


    

     

    
      	
              18.4.Prosecution
                Of Joint Patent Rights.

            	 	26


    

     

    
      	
              18.5.Licenses
                And Transfers Of Joint Patent Rights.

            	 	26


    

     

    
      	
              18.6.Enforcement
                Of Joint Patent Rights.

            	 	26


    

     

    
      	
              18.7.Disclaimer.

            	 	27


    

     

    
      	
              18.8.Confidentiality.

            	 	28


    

     

    
      	
              ARTICLE
                19.NONDISCLOSURE AND PUBLICITY

            	
               

            	28


    

     

    
      	
              19.1.Confidentiality.

            	 	28


    

     

    
      	
              19.2.Third
                Party Disclosure.

            	 	28


    

     

    
      	
              19.3.Litigation
                And Governmental Disclosure.

            	 	29


    

     

    
      	
              19.4.Limitation
                Of Disclosure.

            	 	30


    

     

    
      	
              19.5.Publicity
                and SEC Filings.

            	 	30


    

     

    
      	
              ARTICLE
                20.FORCE MAJEURE

            	
               

            	30


    

    
       

      
        	ARTICLE 21. MISCELLANEOUS	
                 

              	30


      

       

    

    
      	
              21.1.Entire
                Agreement

            	 	31


    

     

    
      	
              21.2.No
                Waiver

            	 	31


    

     

    
      	
              21.3.Assignment

            	 	31


    

     

    
      	
              21.4.Governing
                Law

            	 	31


    

     

    
      	
              21.5.Headings

            	 	31


    

     

    
      	
              21.6.Counterparts

            	 	31


    

     

    
      	
              21.7.Remedies

            	 	31


    

     

    
      	
              21.8.Notices

            	 	31


    

     

     
      JAMENDED AND RESTATED RESEARCH, DEVELOPMENT AND SUPPLY AGREEMENT

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    THIS
      AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND SUPPLY AGREEMENT (HEREINAFTER
      REFERRED TO AS THE “AGREEMENT”) IS ENTERED INTO AS OF THIS 24th DAY OF
      JANUARY,
      2008 (THE “AMENDMENT EFFECTIVE DATE”), AND IS ENTERED INTO BY AND
      BETWEEN:

     

    EPIR
      Technologies, Inc., a corporation incorporated under the laws of the state
      of
      Illinois and having its main place of business at:

     

    590
      Territorial Drive

    Unit
      B

    Bolingbrook,
      IL 60440

     

    represented
      by:

     

    Sivalingam
      Sivananthan, President

     

    (hereafter
      referred to as “EPIR”), as the first party,

     

    AND

     

    Sunovia
      Energy Technologies, Inc., a company incorporated under the laws of the state
      of
      Nevada and having its main place of business at:

     

    6408
      Parkland Drive

    Suite
      104

    Sarasota,
      Florida 34243

     

    represented
      by:

     

    Carl
      Smith, Chief Executive Officer

     

    (hereafter
      referred to as “SETI”), as the second party,

     

    Jointly
      referred to hereafter as the “Parties” and referred to severally as a
“Party”.

     

    PREAMBLE

     

    Whereas,
      EPIR will develop New Technologies and EPIR Products (as those terms are defined
      herein) that are, or will be, identified and defined by a Technology Development
      Board (“TDB”) which will be constituted by the Parties as set forth in Exhibit A
      of this Agreement;

     

    Whereas,
      subject to the terms and conditions herein, EPIR will develop the necessary
      manufacturing processes for the EPIR Products;

     

    Whereas,
      subject to the terms and conditions herein, EPIR will manufacture and supply
      EPIR Independent Products to SETI;

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Whereas,
      SETI is developing products that will require the use of EPIR Products or EPIR
      Independent Products as critical elements thereof and is also developing
      distribution channels to sell EPIR Products, EPIR Independent Products and
      SETI
      Products incorporating EPIR Products or EPIR Independent Products (as those
      terms are defined herein);

     

    Whereas,
      SETI will provide Scheduled Payments to EPIR that shall be specifically
      allocated by EPIR to the research, development and creation of mass
      manufacturing for the New Technologies and EPIR Products to the extent set
      forth
      in Exhibit A-1;

     

    Whereas,
      Sun Energy Solar, Inc. (“SESI”) and EPIR entered a Research, Development and
      Supply Agreement dated November 1, 2007 (the “Initial Agreement” dated as of the
      "Effective Date"), which shall be amended and restated by this
      Agreement;

     

    Whereas
      SESI was merged into a wholly-owned subsidiary of SETI ("Merger Sub"), and
      Merger Sub then assigned the Initial Agreement to SETI;

     

    Whereas,
      SETI and EPIR subsequently entered into a Letter of Intent (the “LOI”) dated
      November 30, 2007;

     

    Whereas,
      SETI and EPIR are entering into this Agreement in order to incorporate various
      terms of the LOI into a definitive agreement; and

     

    Whereas,
      the Parties intend to collaborate for their mutual benefit and in the interest
      of the market to promote and sell compatible and innovative products and
      solutions to their customers.

     

    NOW
      THE
      PARTIES HERETO AGREE AS FOLLOWS:

     

    ARTICLE
      1.             DEFINITIONS

     

    As
      used
      herein the following terms, as including initial capital letters, shall have
      the
      following meanings:

     

    1.1.  “EPIR”
      shall mean EPIR Technologies, Inc., an Illinois corporation.

     

    1.2.  "EPIR
      Independent Products" shall mean any and all products owned or controlled by
      EPIR to the extent made available for sale by EPIR to SETI (including infrared
      sensors, biosensors), but excluding the EPIR Products.

     

    1.3.  “EPIR
      Products” shall mean the products that are defined by the TDB, funded by SETI
      and developed by EPIR under this Agreement, including but not limited to one
      or
      more versions of photovoltaic solar cells or solar cell encapsulate technologies
      meeting the applicable Product Specifications.

     

    1.4.  “Firm
      Purchase Order” is defined in Section 8.2.1.

     

    1.5.  “Forecast”
      is defined in Section 8.1.1.

     

    1.6.  “Minimum
      Purchase Commitment” is defined in Exhibit C.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    1.7.  “New
      Technology”, or “New Technologies” when referring to the plural, shall mean any
      and all improvement, development, discovery, computer program, device, trade
      secret, method, know-how, process, technique or the like, whether or not written
      or otherwise fixed in any form or medium, regardless of the media on which
      contained, conceived of, created or reduced to practice during the course of
      performing this Agreement, whether or not patentable or copyrightable (but
      in
      all cases expressly excluding any such items relating to the EPIR Independent
      Products).

     

    1.8.  “Product
      Price Listing” shall mean a price listing for a EPIR Independent Product or EPIR
      Product in a form substantially as set forth in Exhibit E hereof.

     

    1.9.  “Product
      Specifications” shall mean, (a) for each EPIR Product, characteristics of such
      EPIR Product as are agreed to by the TDB as "Product Specifications" therefor
      and (b) for each EPIR Independent Product, characteristics of such product
      as
      provided by EPIR to SETI as "Product Specifications" therefor.  Such
      characteristics shall include, without limitation, the part number, dimensions
      and minimum performance criteria, in a level of detail at least sufficient
      to
      aid in the marketing, use and sale of the EPIR Product, the EPIR Independent
      Product, or the SETI Product into which the EPIR Product or EPIR Independent
      Product is incorporated.  The performance criteria may include, but
      not be limited to, solar to electrical energy conversion rates, operating
      temperature ranges, necessary operating environment parameters, resistance
      to
      the elements, energy storage capacities, impedance measurements, interface
      with
      any power or control sources and/or rated voltage and current
      outputs.

     

    1.10.  “RMA”
is
      defined in Exhibit G.

     

    1.11.  “Scheduled
      Payments” shall mean the payments listed in Exhibit A-1.

     

    1.12.  “SETI”
      shall mean Sunovia Energy Technologies, Inc., a Nevada corporation.

     

    1.13.  “SETI
      Products” shall mean products manufactured by SETI or on SETI’s behalf, which
      incorporate one or more EPIR Products or EPIR Independent Products.

     

    1.14.  “TDB”
      shall mean the Technology Development Board, the constitution, duties and other
      pertinent aspects of which are set forth in Exhibit A hereof.

     

    ARTICLE
      2.             SCOPE
      OF AGREEMENT; PRIOR ASSIGNMENTS; LOI; STOCK PURCHASE
      AGREEMENT

     

    2.1.  Scope.  The
      scope of this Agreement is to: (i) establish the general, technical and business
      rules of the relationship between the Parties; (ii) define the strategic intent
      and purposes of the Agreement; and (iii) set forth the respective obligations
      of
      the Parties under this Agreement.  Each Schedule and/or Exhibit to
      this Agreement contains important representations and obligations of the Parties
      and forms an integral part of this Agreement.  Any and all Schedules
      and/or Exhibits to this Agreement are incorporated into this Agreement by this
      reference.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    2.2.  Prior
      Assignments.  The Parties acknowledge that the Initial Agreement
      was assigned from SESI to Merger Sub by effect of the merger between such two
      entities.  SETI hereby acknowledges, represents and warrants that (a)
      the Initial Agreement was then assigned from Merger Sub to SETI and (b) that
      SETI has received and assumed the Initial Agreement and all rights, obligations
      and liabilities of SESI and Merger Sub under the Initial Agreement.

     

    2.3.  LOI.  The
      LOI is hereby terminated and shall have no further force or effect.

     

    2.4.  Stock
      Purchase Agreement and Stock Issuances.  The Parties will execute
      a Stock Purchase Agreement (the “SPA”) simultaneously with the execution of this
      Agreement, which will govern the issuance to SETI of certain common stock of
      EPIR and the issuance to EPIR of certain common stock of SETI (collectively,
      the
      "SPA Stock Issuances").  This Agreement is conditional upon the full
      execution of the SPA and closing of the SPA Stock Issuances pursuant to the
      SPA.

     

    ARTICLE
      3.             TERM
      AND TERMINATION

     

    3.1.  Term.  The
      Initial Agreement was effective on the Effective Date and is currently in full
      force and effect.  This Agreement is effective on the Amendment
      Effective Date and shall expire on the 1st day of January, 2018 (the time
      between the Effective Date and this expiration date being the “Initial Term”),
      unless terminated earlier according to the provisions of this Article or as
      expressly permitted elsewhere herein.  Upon the expiration of the
      Initial Term, this Agreement shall automatically renew for subsequent one (1)
      year periods (each a “Renewal Term”) unless terminated, in writing, by a duly
      authorized representative of either Party, at least one hundred and eighty
      (180)
      days prior to the expiration of the Initial Term or the then-current Renewal
      Term.  The Initial Term, together with the Renewal Terms (if any), are
      referred to in this Agreement as the “Term”.

     

    3.2.  Termination
      for Cause.  Either Party may terminate this Agreement for cause if
      the other Party fails to cure its material breach of the
      Agreement.  To terminate under this section, the nonbreaching party
      shall give notice to the breaching party of the breach, in such detail that
      the
      breaching party will be able to identify the nature of the
      breach.  Except with respect to a failure to make a payment required
      under this Agreement, the breaching party will then have three months from
      the
      date of such notice to cure the breach to the nonbreaching party’s reasonable
      satisfaction.  If the breach is a failure to make a payment required
      under this Agreement, the breaching party will have thirty (30) business
      days from the date of receipt of such notice to make payment of the full amount
      due.  If the breaching party fails to cure the breach to the
      nonbreaching party’s reasonable satisfaction within the applicable cure period,
      the nonbreaching party may terminate the Agreement immediately upon further
      notice to the breaching party.  The failure of SETI to make any
      Scheduled Payment, to pay for EPIR Products or EPIR Independent Products ordered
      by SETI, or to make any other payment required under this Agreement, shall
      be
      deemed to be a material breach of this Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    3.3.  Termination
      for Force Majeure.  Upon the occurrence of any of the events
      listed in Article 20, such that a period of nonperformance of the
      non-terminating party for reasons of Force Majeure exceeds ninety
      (90) calendar days, either party may immediately terminate this Agreement
      upon written notice to the non-terminating party.

     

    3.4.  Effects
      of Termination.  Scheduled Payments which were due to be paid to
      EPIR prior to the effective date of termination shall continue to be due to
      EPIR, and SETI shall have no obligation to pay Scheduled Payments which would
      have fallen due after the effective date of termination.  Except in
      the event of EPIR’s termination for SETI’s material breach, EPIR shall process
      in the ordinary course of business all Firm Purchase Orders confirmed by EPIR
      prior to receipt of the written notice of termination, and EPIR shall have
      no
      further obligation to supply EPIR Products or EPIR Independent Products to
      SETI.  Termination of this Agreement shall not excuse SETI from making
      payment of any amount owed to EPIR, including payments for EPIR Products and
      EPIR Independent Products shipped by EPIR prior to the effective date of
      termination.

     

    3.5.  Survival.  Upon
      termination or expiration of this Agreement (other than termination pursuant
      to
      Section 2.4), all rights and obligations of the Parties which, by their nature,
      must survive the expiration or termination of this Agreement to give effect
      to
      their intent shall so survive, including without limitation, the provisions
      of:

     

    Article
      1, definitions;

    Article
      2, Sections 2.2-2.3, relating
      to the Initial Agreement and the LOI;

    Article
      3, Section 3.4, effects of
      termination;

    Article
      3, Section 3.5,
      survival;

    Article
      5, Section 5.1.3, relating to
      EPIR Independent Products;

    Article
      14, Sections 14.3 and 14.5,
      disclaimers of warranties;

    Article
      15, limitation of
      liability

    Article
      16, relating to
      indemnification;

    Article
      18, relating to intellectual
      property;

    Article
      19, relating to the
      Confidential Information of either party; and

    Article
      21, miscellaneous.

     

    ARTICLE
      4.             LEGAL
      POSITION OF THE PARTIES

     

    4.1.  Public
      Announcements.  Upon execution of the Agreement by both Parties,
      SETI will be authorized to make public announcements about the relationship
      and
      the activities of the Parties under this Agreement.  Any and all
      public announcements made by SETI will be reviewed and approved by EPIR prior
      to
      their release.  The initial public announcement by SETI will include
      the following statements:

     

    “Sunovia
      Energy Technologies, Inc. has formed an alliance with EPIR
      Technologies, Inc.  The Parties are working together to develop
      enhanced photovoltaic (PV) solar cells, materials research for advanced
      encapsulates, interconnects associated with PV solar cells, and cost effective
      manufacturing of PV materials that can be seamlessly integrated into higher
      efficiency renewable solar systems.  Using novel technologies in the
      field of fabrication of semiconductor epitaxial layers onto custom composite
      substrates and deposition processes, the Parties aim to have the
      state-of-the-art renewable energy products available for mass distribution
      within 12-24 months.”

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Upon
      execution of the Agreement by both Parties, EPIR will be authorized to publicly
      announce the relationship and the activities of the Parties under this
      Agreement.  Any and all public announcements made by EPIR will be
      reviewed and approved by SETI prior to their release.  The initial
      public announcement by EPIR will include the following statements:

     

    “EPIR
      Technologies, Inc. has formed an alliance with Sunovia Energy
      Technologies, Inc. to develop and distribute products using novel
      technologies in the field of fabrication of semiconductor epitaxial layers
      onto
      custom composite substrates and deposition processes for enhanced photovoltaic
      (PV) solar cells, materials research for advanced encapsulates and interconnects
      associated with PV solar cells and cost effective manufacturing of PV solar
      cells that can be seamlessly integrated into higher efficiency solar
      systems.  Using novel technologies in the field of fabrication of
      semiconductor epitaxial layers onto custom composite substrates and deposition
      processes, the Parties aim to have the state-of-the-art renewable energy
      products available for mass distribution within 12-24 months.”

     

    4.2.  Independent
      Contractors.  In performing their duties under this Agreement, the
      relationship between SETI and EPIR shall be that of independent contractors.
      The
      Parties to this Agreement shall not be considered partners, joint venturers,
      agents or legal representatives of each other for any purpose, nor shall either
      Party accept contractual or other legal commitments (for or on behalf of the
      other Party) with regard to third parties.

     

    4.3.  No
      Affirmative Obligation.  Nothing in this Agreement shall be
      construed as creating any obligation on the part of either Party to enter into
      any business relationship with any party other than the Parties specifically
      identified herein.

     

    ARTICLE
      5.             OBLIGATIONS
      OF EPIR

     

    Subject
      to the terms and conditions of this Agreement, EPIR will: (i) use commercially
      reasonable efforts to develop EPIR Products using New Technologies that will
      be
      identified and defined by the TDB, using the procedure set forth in Exhibit
      B
      hereof; (ii) use commercially reasonable efforts to supply (A) EPIR Products
      using New Technologies and (B) EPIR Independent Products in quantities that
      are
      consistent with SETI’s forecasted demand under this Agreement; (iii) support
      SETI’s efforts in the marketing and promotion of the SETI Products; (iv) refer
      any and all inquires for purchase of the EPIR Products or SETI Products received
      from third parties to SETI; and (v) inform SETI of any inquiries received by
      EPIR from third parties who or are interested in engaging EPIR to develop
      photovoltaic solar cells and related technologies.

     

    5.1.  Development.

     

    5.1.1.  EPIR
      will
      use commercially reasonable efforts to develop EPIR Products using the New
      Technologies that are identified and approved by the TDB under the terms and
      conditions of this Agreement.  The TDB must develop Product
      Specifications for an EPIR Product prior to EPIR being obligated to supply
      such
      EPIR Product.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    5.1.2.          
      Notwithstanding
      anything to the contrary in this Agreement, EPIR shall not be required to
      undertake any research or development work under this Agreement relating to
      EPIR
      Products or EPIR Independent Products that would not be fully funded by either
      the Scheduled Payments set forth in Exhibit A-1, or the combination of Scheduled
      Payments and any capital contribution, governmental or otherwise, that is
      secured by either SETI or EPIR for the purpose of undertaking research or
      development work related to the EPIR Products or EPIR Independent
      Products.

     

    5.1.3.          
      Notwithstanding
      anything to the contrary in this Agreement, EPIR's research and development
      of
      EPIR Independent Products will be solely controlled by EPIR and not governed
      by
      the TDB or this Agreement.

     

    5.2.      
      Marketing
      Support.  Upon execution of this Agreement, EPIR shall appoint a
      marketing contact (“EPIR’s Marketing Contact”), who is named in Exhibit A-2
      (“Company Contacts”) (which is attached hereto and forms an integral part of
      this Agreement), to support the relationship of the Parties established in
      this
      Agreement.

     

    5.2.1.          
      The
      TDB
      shall determine a fair and reasonable quantity of EPIR Product samples to be
      provided by EPIR to SETI for sales and marketing purposes.  The TDB
      shall define the terms and conditions for the provision of such samples,
      including the cost obligations of the parties in connection with the
      samples.  EPIR shall determine a fair and reasonable quantity of EPIR
      Independent Product samples to be provided by EPIR to SETI for sales and
      marketing purposes.  EPIR shall define the terms and conditions for
      the provision of such samples, including the cost obligations of the parties
      in
      connection with the samples.

     

    5.2.2.          
      EPIR
      shall provide SETI with the user and maintenance documentation for the EPIR
      Products and EPIR Independent Product within thirty (30) days of any written
      request by SETI to obtain such documentation.

     

    5.2.3.          
      Through
      the TDB, EPIR shall keep SETI informed of any modifications and/or upgrades
      of
      the EPIR Products which may be required after EPIR has provided either
      documentation or a prototype to SETI, as per Section 5.2.1 and 5.2.2
      above.  EPIR shall keep SETI informed of any modifications and/or
      upgrades of the EPIR Independent Products after EPIR has provided either
      documentation or samples to SETI, as per Section 5.2.1 and 5.2.2
      above.

     

    5.2.4.         
      EPIR
      will
      invite SETI representatives to attend any events that showcase the EPIR Products
      or EPIR Independent Products.

     

    5.2.5.         
      EPIR
      shall allow SETI, upon written request by SETI, to develop collateral materials
      that include technical photographs and/or video footage of the EPIR
      facility.  EPIR shall have the sole right to approve or disapprove any
      and all collateral materials, such approval not to be unreasonably
      withheld.  SETI hereby grants and agrees to grant EPIR a perpetual,
      non-exclusive, irrevocable, royalty-free license to reproduce, distribute,
      make
      derivative works of, display and otherwise use any collateral materials
      developed by SETI relating to the EPIR Independent Products, EPIR Products
      or
      New Technologies.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    5.3.       Technical
      Support.  Upon execution of this Agreement, EPIR shall appoint a
      technical contact (“EPIR’s Technical Contact”) who is named in Exhibit A-2 to
      support this Agreement.

     

    5.3.1.         
      Upon
      SETI’s reasonable request, EPIR shall provide technical assistance to SETI to
      support the integration of the EPIR Products and EPIR Independent Products
      into
      SETI Products, packages, systems and solutions and the migration to the next
      generations of SETI Products.  EPIR shall provide technical assistance
      to SETI at no additional cost for each EPIR Product developed.

     

    5.3.2.         
      EPIR
      shall, upon SETI’s reasonable request, provide SETI with training sessions that
      may be required to familiarize SETI with the EPIR Products and EPIR Independent
      Products.

     

    ARTICLE
      6.             OBLIGATIONS
      OF SETI

     

    Subject
      to the terms and conditions of this Agreement, SETI shall support EPIR's efforts
      by: (i) providing the Scheduled Payments that are set forth within Exhibit
      A-1
      hereto; (ii) develop distribution channels for the SETI Products;
      (iii) integrate, promote, market and sell the EPIR Products, EPIR
      Independent Products and the SETI Products; and (iv) inform EPIR of any
      inquiries received by SETI from third parties who or are interested in engaging
      the Parties in connection with the development or use of photovoltaic solar
      cells and related technologies.

     

    6.1.  Scheduled
      Payments.  SETI shall pay EPIR the Scheduled Payments set forth in
      Exhibit A-1 within three (3) days of the dates set forth on Exhibit A-1
      without deduction or setoff.  All such payments are
      non-refundable.  Any payment due under this Section 6.1 not received
      by the dates set forth in Exhibit A-1 shall bear interest at the lesser of
      (a)
      the maximum rate permitted by law, (b) Prime, as reported in the Wall Street
      Journal as of the date of the nonpayment, plus 2%, or (3) 1.5% per month on
      the
      outstanding balance compounded monthly.  Without limiting any other
      remedy available to EPIR under this Agreement or otherwise, EPIR shall have
      the
      right to halt research and development work during any period in which SETI
      has
      any Scheduled Payments outstanding and past due.

     

    If
      the
      Agreement is extended past the Initial Term in accordance with Article 3
      (Term and Termination), SETI shall continue to make bi-annual Scheduled Payments
      as set forth in Exhibit A-1.  The amount of such payments shall be set
      at the same level as the last Scheduled Payment listed in Exhibit A-1, unless
      otherwise agreed to, in writing, by the Parties.

     

    6.2.  Marketing
      And Technical Support.  SETI shall appoint a marketing contact
      (“SETI’s Marketing Contact”) and a technical contact (“SETI’s Technical
      Contact”) to support the relationship established in this
      Agreement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    6.2.1.      SETI
      shall use commercially reasonable efforts to effectively promote and market
      the
      EPIR Products, the EPIR Independent Products and the SETI
      Products.  SETI shall attain the annual sales goals developed by the
      TDB for each EPIR Product and related SETI Product.  SETI shall attain
      the annual sales goals reasonably set by EPIR for each EPIR Independent Product
      and related SETI Product.

     

    6.2.2.  Upon
      EPIR’s reasonable request, SETI shall provide technical support to EPIR with
      respect to the development of the EPIR Products.  Said technical
      support shall be limited to the dimensions, features and aesthetic conditions
      that may be required to sell the SETI Products and the EPIR
      Products.

     

    6.2.3.  Through
      the TDB, SETI shall keep EPIR properly informed of any modifications and/or
      upgrades to EPIR Products or EPIR Independent Products that may be necessary
      to
      satisfy a large customer’s purchase requirements.

     

    6.2.4.  SETI
      shall train its sales force and distribution channels on (a) the EPIR Products
      using training materials that are mutually agreeable to the Parties and (b)
      the
      EPIR Independent Products using training materials supplied, or otherwise agreed
      to, by EPIR.  All costs and expenses arising from SETI’s employees’
participation in such trainings shall be paid by SETI.

     

    6.2.5.  SETI
      shall conduct, and shall cause its employees to conduct, its marketing
      obligations in a manner that will reflect favorably on the EPIR Products and
      EPIR Independent Products, and on the goodwill and reputation of SETI and
      EPIR.  SETI shall take all action necessary to prevent and avoid
      deceptive, misleading or unethical practices.

     

    6.2.6.  SETI
      shall provide any required maintenance of an EPIR Product or EPIR Independent
      Product after the expiration of the EPIR warranty set forth in Exhibit
      G.

     

    6.2.7.  SETI
      shall be responsible for the integration of the EPIR Products and EPIR
      Independent Products into SETI Products.

     

    6.3.  Promotion.  SETI
      shall promote the EPIR Products, EPIR Independent Products and the SETI
      Products.  Following are channels that SETI shall utilize to promote
      the EPIR Products, the EPIR Independent Products and the SETI
      Products:

     

    Newspapers
      (articles & paid
      advertisements)

    Magazines
      (trade &
other)

    Video
      News Releases

    Trade
      associations

    Trade
      shows and
      exhibitions

    SETI’s
      Web site

    SETI’s
      show rooms

    SETI
      press releases

    Other
      mutually approved
      media

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    Nothing
      in this Agreement shall in any way limit EPIR’s right, in its sole discretion,
      to also market and promote the New Technologies and EPIR Products, or the EPIR
      Independent Products, subject to the exclusivity grant in Section 7.1
      below.

     

    ARTICLE
      7.             PURCHASE
      AND SUPPLY OF PRODUCT

     

    7.1.  Grant
      Of Exclusivity.  Subject to the terms and conditions of this
      Agreement (specifically Section 7.2), EPIR agrees to exclusively sell to SETI
      the EPIR Products and the EPIR Independent Products at the product’s cost, as
      defined by Generally Accepted Accounting Principles (“GAAP”).  EPIR
      shall continue to exclusively provide the EPIR Products and EPIR Independent
      Products only to SETI for as long as SETI achieves the annual sales goals set
      forth hereunder.

     

    7.1.1.         
      The
      Parties understand and agree that the net profits, as defined by GAAP, resulting
      from the sale of any and all EPIR Products, EPIR Independent Products and
      related SETI Products, directly or indirectly, to any and all third parties
      shall be split equally between EPIR and SETI.

     

    7.1.1.1.  The
      Parties agree to develop a mutually agreeable process, such as a lockbox or
      a
      sweep account, to manage the allocation of funds that result from the sale
      by
      either party of EPIR Products, EPIR Independent Products and/or related SETI
      Products.

     

    7.1.2.         
      If
      SETI
      fails to achieve any established annual sales goal, as set forth hereunder,
      for
      a specific EPIR Product, EPIR Independent Product or related SETI Product,
      then
      SETI shall either: (1) retain exclusivity to the product by paying to EPIR
      the
      profits that EPIR would have received had the annual sales goal been achieved;
      or (2) release EPIR from its obligation to exclusively provide to SETI the
      specific EPIR Product, EPIR Independent Product or related SETI Product for
      which there was a shortfall.

     

    7.2.  EPIR’s
      Right to Sale.  EPIR shall have the right to sell the EPIR
      Products, the EPIR Independent Products and the related SETI
      Products.  Any and all funds that result from the sale of the products
      shall be allocated through a lockbox or sweep account process as specified
      in
      Section 7.1.1.1 above, and the parties shall equally split the net profits,
      as
      profit is defined by GAAP.

     

    7.3.  Minimum
      Profit Margin.  The Parties agree that the EPIR Products, the EPIR
      Independent Products and the related SETI Products will be sold with a minimum
      four (4) percent profit margin.

     

    7.4.  Obligation
      To Supply EPIR Products.  Subject to the terms and
      conditions of this Agreement, during the Term SETI agrees to purchase its
      photovoltaic solar cells exclusively from EPIR, unless the TDB determines that
      photovoltaic solar cells are not compatible with a particular SETI product
      offering.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    7.5.  Obligation
      to Supply EPIR Products.  Subject to the terms and conditions of
      this Agreement, EPIR shall supply SETI with EPIR Products and EPIR Independent
      Products ordered by it in accordance with this Agreement; provided,
however, that EPIR’s obligation to supply EPIR Products and EPIR
      Independent Products to SETI shall take effect only after (i) the Parties
      have agreed upon and secured funding for adequate manufacturing facilities,
      and
      (ii) the Parties establish SETI’s Minimum Purchase Commitment therefore, as
      described in Exhibit C.  Once these conditions have been met, EPIR
      shall use commercially reasonable efforts to deliver the quantities of EPIR
      Products set forth in SETI’s Forecast, subject to the terms and conditions of
      this Agreement.

     

    7.6.  Obligation
      to Supply EPIR Independent Products.  Subject to the terms and
      conditions of this Agreement, EPIR shall supply SETI with EPIR Independent
      Products ordered by it in accordance with this Agreement; provided,
however, that EPIR’s obligation to supply EPIR Independent Products to
      SETI shall take effect only after the Parties establish SETI’s Minimum Purchase
      Commitment therefore, as described in Exhibit C.  Once this condition
      has been met, EPIR shall use commercially reasonable efforts to deliver the
      quantities of EPIR Independent Products set forth in SETI’s Forecast, subject to
      the terms and conditions of this Agreement.

     

    7.7.  Inspection
      And Certification.  SETI shall be responsible for the inspection
      and certification of any and all EPIR Products and EPIR Independent Products
      received from EPIR.

     

    7.7.1.         
      SETI
      shall inspect each shipment of EPIR Products or EPIR Independent Products from
      EPIR in order to confirm that the quantities and types of products received
      by
      SETI correspond exactly with the quantities and types of products that were
      ordered.

     

    7.7.2.         
      SETI
      shall certify each shipment of EPIR Products or EPIR Independent Products from
      EPIR in order to confirm that the products are free from defects in material
      and
      workmanship upon delivery.

    .         


    7.7.3.         
      SETI
      shall notify EPIR, in writing, within ten (10) business days from the date
      of
      receipt of EPIR Products or EPIR Independent Products by SETI if there is any
      discrepancy between the type and quantities of products ordered versus the
      types
      and quantities of products delivered.

     

    7.7.4.         
      SETI
      shall notify EPIR, in writing, within thirty (30) business days from the
      date of receipt of EPIR Products or EPIR Independent Products by SETI if there
      is a material defect in material and/or workmanship of any product delivered
      such that the product does not comply with the EPIR warranty set forth in
      Exhibit G.

     

    7.8.  Packaging. EPIR
      shall ship EPIR Products and EPIR Independent Products to SETI in packaging
      that
      will adequately protect the products from damage that may be caused during
      normal transit.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    ARTICLE
      8.             FORECASTS,
      ORDERS, AND CAPACITY

     

    8.1.  Forecasts,
      Order Limits And Capacity.

     

    8.1.1.         
      No
      later
      than the first day of each calendar month during the Term, SETI shall provide
      a
      good faith written rolling forecast by month to EPIR
      (“Forecast”).  Said Forecast shall outline the quantities and types of
      EPIR Products and EPIR Independent Products that SETI expects to purchase in
      each month during the subsequent 12-month period.  The quantities of
      products for the first six calendar months of each Forecast will be
      firm.  The quantities of products for the remaining six months in each
      Forecast will be non-binding good faith estimates for planning purposes
      only.

     

    8.1.2.         
      In
      the
      event that SETI recognizes that the non-binding portion of a Forecast that
      has
      been submitted is substantially inaccurate, SETI shall submit a revised Forecast
      as quickly as possible.  EPIR shall not be obligated to supply EPIR
      Products or EPIR Independent Products in excess of the quantity contained in
      the
      then-current binding Forecast.

     

    8.1.3.         
      Subject
      to the terms and conditions of this Agreement, EPIR shall use commercially
      reasonable efforts to fulfill a Firm Purchase Order within ten (10) days of
      the delivery date set forth in the Firm Purchase Order.

     

    8.1.4.         
      Notwithstanding
      anything to the contrary in this Agreement, EPIR agrees to use commercially
      reasonable efforts to increase the production of EPIR Products or EPIR
      Independent Products if it becomes apparent based on SETI’s
      Forecasts  that SETI’s demand for the EPIR Products or EPIR
      Independent Products will exceed EPIR’s capacity to produce the EPIR Products or
      EPIR Independent Products.  The parties understand and agree that
      EPIR’s efforts to increase such production may be constrained by the Parties’
ability to attract additional sources of funding apart from the Scheduled
      Payments listed in Exhibit A-1.

     

    8.1.5.         
      SETI
      shall notify EPIR in writing at least ninety (90) days in advance of any
      significant increases in demand that SETI anticipates and shall amend its
      Forecast to reflect such anticipated change.  SETI expects that demand
      for the products shall increase steadily over the Term as certain regulatory
      approvals to sell the products are obtained, and as the distribution channels
      evolve and mature.

     

    8.2.  Purchase
      Orders.

     

    8.2.1.         
      SETI
      shall order EPIR Products or EPIR Independent Products by submitting purchase
      orders to EPIR specifying the quantity and type of products ordered and the
      requested delivery date, which date must be at least sixty (60) days after
      the date of the Purchase Order (each, a “Purchase Order”).  SETI must
      submit Purchase Orders for delivery in each calendar month for at least that
      number of EPIR Products and EPIR Independent Products that are forecasted for
      delivery in the binding portion of the Forecast for such month.  The
      Purchase Orders shall be signed or otherwise authorized by an authorized
      representative of SETI.  Within ten (10) business days after the
      receipt of a Purchase Order, EPIR shall provide a confirmation of receipt of
      such Purchase Order setting forth the delivery date that EPIR will meet, which
      date may not be more than thirty (30) days after the requested delivery
      date set forth in SETI’s Purchase Order.  EPIR may accept a portion of
      a Purchase Order to the extent the quantity of EPIR Products or EPIR Independent
      Products ordered exceeds the amount Forecast for delivery in the applicable
      month.  Upon SETI’s receipt of the confirmation, such Purchase Order
      shall become a “Firm Purchase Order.”  No Purchase Order shall be
      binding on EPIR until it becomes a Firm Purchase Order.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    8.2.2.         
      SETI
      may
      modify or cancel a Firm Purchase Order only after obtaining EPIR’s written
      consent to such cancellation.  In the event that SETI modifies or
      cancels a Firm Purchase Order without EPIR’s written consent, EPIR shall be
      entitled to charge SETI the following amounts for ordered and canceled EPIR
      Products or EPIR Independent Products: (i) the established price of the finished
      products (which shall be delivered to SETI), and (ii) a fee equal to that
      portion of EPIR’s cost for manufacturing the partially manufactured products
      (which shall be delivered to SETI if SETI requests) which had been actually
      sustained by EPIR as of the date EPIR is notified of the modification or
      cancellation plus 10% (together, the “Cancellation Fee”).  To the
      extent of any conflict between statements made in the Purchase Orders submitted
      by SETI and this Agreement, this Agreement shall control.

     

    ARTICLE
      9.             PRICE

     

    9.1.  Purchase
      Price of The Products.

     

    9.1.1.         
      The
      Parties implicitly understand and agree that the EPIR Products, the EPIR
      Independent Products and the related SETI Products must be sold to independent
      third parties at cost plus a minimum of four (4) percent profit margin, as
      both
      cost and profit are defined by GAAP.

     

    9.1.2.         
      The
      price
      to be paid by SETI for any and all EPIR Products and EPIR Independent Products
      and related SETI Products shall be cost, as defined by GAAP.

     

    9.1.3.         
      The
      price
      to be paid by EPIR for any and all EPIR Products, EPIR Independent Products and
      related SETI Products shall be cost, as defined by GAAP.

     

    9.1.4.         
      Within
      sixty (60) days from the date that an EPIR Product or EPIR Independent Product
      is available to sell, EPIR shall provide SETI with a Product Price Listing
      in a
      form set forth in Exhibit E hereto.  The Product Price Listing will
      include pertinent product information including, but not limited to the
      following: part number, dimensions, and basic performance data.  EPIR
      shall provide an updated Product Price Listing to SETI within thirty (30) days
      from the date that any new pricing becomes available.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    9.1.5.         
      At
      the
      request of the other party, either party is required to provide any and all
      data
      necessary to audit the pricing of the EPIR Products, the EPIR Independent
      Products and the related SETI Products.

     

    ARTICLE
      10.             SHIPMENT
      AND INVOICING

     

    10.1.         
      Delivery
      Terms And Partial Shipments.  EPIR shall ship EPIR Products and
      EPIR Independent Products to SETI via UPS Ground at SETI’s
      expense.  SETI shall provide EPIR with its UPS account information
      whereby all shipments from EPIR to SETI shall be billed.  The products
      shall be delivered to SETI’s Sarasota, Florida location or to the location
      designated by SETI in the corresponding Purchase Order.  EPIR Products
      and EPIR Independent Products shall remain the responsibility of EPIR until
      they
      are picked up by UPS, and title to and risk of loss for the EPIR Products and
      EPIR Independent Products shall pass to SETI upon EPIR’s delivery to
      UPS.  EPIR shall ensure that the proper amount of insurance covering
      damage or loss to the products during shipping is assessed to each shipment,
      and
      insurance charges shall be paid by SETI.

     

    If,
      in
      the Purchase Order confirmation, EPIR indicates expected dates for shipment
      that
      would result in partial shipments, SETI may request, within five (5) days of
      SETI’s receipt of EPIR’s notice of partial shipments that EPIR hold delivery
      until shipment is complete.  If no such request is received, EPIR may
      ship in accordance with the Purchase Order confirmation and SETI will be deemed
      to have agreed to accept the partial shipments.

     

    10.2.  Exporter
      Of Record.  SETI shall be the exporter of record for any EPIR
      Product or EPIR Independent Product shipped out of the United States, as SETI
      remains the owner of such EPIR Product or EPIR Independent Products. SETI
      warrants that all shipments of any EPIR Product or EPIR Independent Products
      exported from the United States will be made in compliance with all applicable
      United States export laws and regulations and all applicable import laws and
      regulations into the country of deportation.

     

    10.3.  Export
      Costs And Documents.  SETI shall be responsible for any costs
      applicable to the exportation of EPIR Product or EPIR Independent Product from
      the United States.  SETI shall select and pay the freight forwarder
      who shall solely be SETI’s agent. SETI and its freight forwarder shall be
      responsible for preparing and filing documents such as the Shipper’s Export
      Declaration and any other applications required for the export. EPIR shall
      cooperate with SETI by providing reasonable assistance in preparing and filing
      any necessary documents to support SETI’s import and export
      applications.

     

    10.4.  Foreign
      Corrupt Practices Act.  SETI acknowledges it is not the agent of
      EPIR and represents and warrants that it has not, and covenants that it will
      not, pay anything of value to any government employee in connection with the
      resale, if any, of the EPIR Products or the EPIR Independent Products, or the
      sale of the SETI Products.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    10.5.  EPIR
      Product and Services Payment Terms.  EPIR shall invoice SETI for
      each EPIR Product or EPIR Independent Product that is purchased and delivered
      under this Agreement.  The stated due date of each such invoice shall
      be within thirty (30) days following the date of SETI’s receipt of the invoiced
      product.  EPIR shall also invoice SETI for any additional amounts
      owed, including but not limited to, amounts owed for private labeling,
      customization of product, facility expenses, labor expenses, and any other
      EPIR
      service expenses (if any) on a monthly basis, in arrears, which invoices shall
      set forth in reasonably specific detail the description of the costs therefor.
      SETI shall pay all amounts invoiced on or before the stated due date of the
      applicable invoice, provided that on the date of such invoice EPIR shall have
      (a) sent by facsimile such invoice to SETI to such facsimile number as most
      recently requested in writing by SETI for such purpose, and (b) deposited
      the original of such invoice in the United States mail, first class postage
      prepaid and addressed to SETI at such address as most recently requested in
      writing by SETI for such purpose.  Payments shall be made in U.S.
      dollars by check delivered to EPIR, or by wire transfer. Each invoice shall
      be
      payable by SETI in accordance with the terms noted above.

     

    Any
      payment due under this Section 10.5 not received within the times noted above
      shall bear interest at the lesser of (a) the maximum rate permitted by law,
      or (b) 1.5% per month on the outstanding balance compounded
      monthly.

     

    10.6.  Default
      In Payment Obligations.  In addition to all other remedies
      available to EPIR in the event of a SETI default, if SETI fails to make payments
      as required of amounts due under this Agreement (other than amounts contested
      by
      SETI in good faith), EPIR may suspend product shipments to SETI until the
      amount due (other than amounts contested by SETI in good faith) is paid in
      full,
      revoke the foregoing terms of payment, place the SETI account on a letter of
      credit basis, and/or require prepayment for any and all future shipments of
      product until the balance of any and all unpaid invoices (other than amounts
      contested by SETI in good faith) is paid in full.  Failure by SETI to
      make payment for amounts due shall be cause for termination of the Agreement
      pursuant to Section 3.2, and repeated failures to make payment for invoiced
      amounts when due shall be a material breach of this Agreement by
      SETI.

     

    ARTICLE
      11.             ACCEPTANCE
      OF EPIR PRODUCT AND EPIR INDEPENDENT PRODUCT

     

    11.1.  EPIR
      Product and EPIR Independent Product Conformity.  Within
      thirty (30) days following the date of SETI’s receipt of a EPIR Product or EPIR
      Independent Product, SETI shall have the right to determine whether the product
      conforms to the applicable Product Specifications.  EPIR and SETI
      shall comply with the quality control procedures set forth in Exhibit F
      hereto.  Notwithstanding the foregoing, if SETI has conducted a
      mutually agreed upon standard testing procedure on three (3) separate units
      of
      the EPIR Product or EPIR Independent Product in question, and if all three
      of
      the tested units of the product fail to meet the applicable Product
      Specifications, then SETI may in good faith request in writing, within the
      time
      period specified in Section 7.3.4, an additional time to perform additional
      testing.  Upon such request, such period shall be extended for
      fourteen (14) days so that SETI may perform such additional
      testing.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    11.1.1.         
      If
      SETI
      fails to notify EPIR within thirty days, as extended by the fourteen-day period
      for additional testing (if so indicated) by Section 11.1 above, that any EPIR
      Independent Product or EPIR Product does not conform to its Product
      Specifications, then SETI shall be deemed to have accepted such product and
      waived its right to revoke acceptance.

     

    11.1.2.         
      If
      SETI
      believes any EPIR Product or EPIR Independent Product does not conform to its
      Product Specifications, it shall give written notice to EPIR specifying the
      manner in which such product fails to meet the Product
      Specifications.   If EPIR agrees with SETI’s assessment, EPIR
      shall repair, replace or refund the defective product according to it
      obligations under the EPIR product warranty.

     

    11.1.3.         
      If
      the
      Parties dispute whether any EPIR Product or EPIR Independent Product is
      conforming or non-conforming, the disputed product will be submitted to a
      mutually acceptable laboratory or consultant for resolution, whose determination
      of conformity or non-conformity, and the cause thereof of non-conformity, shall
      be binding upon the Parties. The non-prevailing party shall bear the costs
      of
      such laboratory or consultant.

     

    11.2.  Remedies
      For Non Conforming EPIR Product or EPIR Independent
      Product.

     

    11.2.1.         
      In
      the
      event EPIR agrees or a mutually acceptable laboratory or consultant selected
      pursuant to Section 11.1.3 finds that any EPIR Product or EPIR Independent
      Product is non-conforming or the laboratory determines that the shipment of
      product is non-conforming, EPIR shall repair, replace or refund such
      non-conforming product according to its obligations under the EPIR product
      warranty.

     

    11.2.2.         
      In
      the
      event the laboratory determines that the EPIR Product or EPIR Independent
      Product is conforming, then SETI shall immediately remit full payment for any
      and all unpaid balances for such product to EPIR.

     

    11.2.3.         
      If
      EPIR
      agrees or a mutually acceptable laboratory or consultant selected pursuant
      to
      Section 11.1.3 finds the EPIR Independent Product or EPIR Product is
      non-conforming as a result of being damaged during shipping, then EPIR, upon
      SETI’s reasonable request, shall cooperate with SETI in its claim to receive
      compensation for the damaged non-conforming product from the shipping
      company.  SETI bears the risk of loss arising from events occurring
      after EPIR has delivered the EPIR Products or EPIR Independent Products to
      the
      common carrier at EPIR’s plant.

     

    ARTICLE
      12.             PRODUCTION
      OF EPIR PRODUCTS AND EPIR INDEPENDENT PRODUCTS

     

    12.1.  Production.  EPIR
      shall produce, or shall cause the production of, EPIR Products and EPIR
      Independent Products in accordance with the applicable Product
      Specifications.  Subject to compliance with reasonable rules and
      regulations of EPIR relating to confidentiality, safety and security, SETI
      shall, upon ten (10) days’ advance written notice, have the right to tour the
      facilities directly affecting the production of the EPIR Products or EPIR
      Independent Products in accordance with the production facility’s standard
      visitation policy.  All information provided to SETI during such
      inspection shall be EPIR’s Confidential Information for the purposes of this
      Agreement.

     

    
      
         

      

      
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    12.2.  Testing.  In
      accordance with the applicable Product Specifications and quality standards,
      and
      in accordance with the quality assurance and control procedures set forth in
      Exhibit F hereto, EPIR shall test the EPIR Products and EPIR Independent
      Products on a regular basis.

     

    12.3.  Permits
      And Licenses.

     

    12.3.1.         
      SETI
      shall have sole responsibility, at its expense, for obtaining all permits and
      licenses necessary or required for the sale, resale, marketing and
      commercialization of any SETI Products.

     

    12.3.2.         
      EPIR
      shall have sole responsibility to obtain and maintain all permits and licenses
      required for it to carry out its research, development, quality control and
      production obligations hereunder.

     

    12.3.3.         
      Each
      party, at the other party’s request, shall provide any information that may be
      required in the preparation and filing of any necessary documents to support
      the
      requesting party’s applications for permits and licenses.

     

    12.4.  Regulatory
      Requirements.  Each Party promptly shall notify the other of new
      regulatory requirements of which it becomes aware which are relevant to the
      production of a EPIR Product or EPIR Independent Product under this Agreement
      and which are required by any applicable regulatory authority or other
      applicable laws or governmental regulations, and shall confer with each other
      with respect to the best means to comply with such requirements. Notwithstanding
      anything to the contrary in this Agreement, EPIR shall be responsible for its
      compliance with all regulatory requirements of the United States and any foreign
      countries that are applicable to EPIR’s facilities and activities in
      production.

     

    12.5.  Changes
      In Manufacturing.

     

    12.5.1.         
      Changes
      to EPIR Product Manufacturing.  EPIR agrees to inform SETI in writing
      within thirty (30) days of any development that directly affects: (a) the
      production of a EPIR Product or EPIR Independent Product, (b) the Product
      Specifications, or (c) the standard operating procedures used by EPIR in
      manufacturing the EPIR Products or EPIR Independent Products.  Through
      the TDB, SETI and EPIR will review such development or changes to the extent
      they relate to EPIR Products in accordance with the quality control procedures
      set forth in Exhibit F.  Any necessary changes to the Product
      Specifications or standard operating procedures for EPIR Products will be issued
      by the TDB.  Any necessary changes to the Product Specifications or
      standard operating procedures for EPIR Independent Products will be issued
      by
      EPIR.

     

    
      
         

      

      
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    12.5.2.         
      Product-Specific
      Changes. If facility, equipment, process or system changes are required by
      EPIR, and such changes apply primarily to the production and supply of a EPIR
      Product then EPIR shall allow SETI to review such requirements and changes
      at
      least ninety (90) days in advance so that SETI can make any necessary
      adjustments to its manufacturing processes that include the specific EPIR
      Product in one or more SETI Products.

     

    ARTICLE
      13.             TRADEMARKS

     

    13.1.  All
      trademarks owned by EPIR (“EPIR Trademarks”) are the sole and exclusive property
      of EPIR and may not be used by SETI without the prior written consent of
      EPIR.

     

    13.2.  All
      trademarks owned by SETI (“SETI Trademarks”) are the sole and exclusive property
      of SETI and may not be used by EPIR without the prior written consent of
      SETI.

     

    ARTICLE
      14.             REPRESENTATIONS
      AND WARRANTIES

     

    14.1.  Mutual
      Representations.  Each Party hereby represents and warrants to the
      other Party that (a) the person executing this Agreement is authorized to
      execute this Agreement; (b) this Agreement is legal and valid, and the
      obligations binding upon such Party are enforceable by their terms; and (c)
      the
      execution, delivery and performance of this Agreement does not violate any
      law
      or regulation of any court, governmental body or administrative or other agency
      having jurisdiction over it.

     

    14.2.  EPIR
      Warranties.  EPIR represents and warrants that the developed EPIR
      Products and the EPIR Independent Products shall conform to the applicable
      Product Specifications, as stated in Exhibit G.  EPIR warrants that
      performances of its obligation under this Agreement shall not violate any other
      contract or agreement to which EPIR is a party.  EPIR represents it
      shall not knowingly utilize information or technology in the development of
      EPIR
      Products under this Agreement that EPIR knows may infringe upon the legal
      intellectual property rights of others, including patent rights.  EPIR
      represents and warrants that it has obtained (or will obtain prior to producing
      any EPIR Product or EPIR Independent Product), and will remain in compliance
      with during the Term, all permits, licenses and other authorizations (the
“Permits”) which are required under federal, state and local laws, rules and
      regulations applicable to the production and wholesale of the EPIR Products
      or
      EPIR Independent Products.  EPIR makes no representation or warranty
      with respect to the sale, marketing, distribution or use of the EPIR Products,
      EPIR Independent Products, or the SETI Products or to printed materials
      specified by SETI or its consignee.  The terms and conditions of the
      EPIR warranty for the EPIR Products and EPIR Independent Products purchased
      by
      SETI hereunder are set forth within Exhibit G attached hereto and made a part
      of
      this Agreement by this reference.

     

    14.3.  Disclaimer
      Of Warranties.  Except for those representations and warranties
      set forth in Sections 14.1, 14.2 and Exhibit G of this Agreement, EPIR makes
      no
      warranties, written, oral, express or implied, with respect to the New
      Technologies, EPIR Products, EPIR’s research and development obligations under
      this Agreement, or the EPIR Independent Products, including its capability
      to
      develop such New Technologies, EPIR Products or EPIR Independent Products.
      ALL
      OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
      WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
      NON-INFRINGEMENT, ARE DISCLAIMED BY EPIR. NO WARRANTIES OF EPIR MAY BE CHANGED
      UNILATERALLY BY ANY REPRESENTATIVES OF EPIR. SETI accepts EPIR Products and
      EPIR
      Independent Products subject to the terms hereof.

     

    
      
         

      

      
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    14.4.  SETI
      Warranties.  SETI warrants that it has the right to give EPIR any
      information provided by SETI hereunder, and that EPIR has the right to use
      such
      information for the production of EPIR Products and EPIR Independent
      Products.  SETI warrants that performances of its obligation under
      this Agreement shall not violate any other contract or agreement to which SETI
      is a party.  SETI further warrants that it has obtained (or will
      obtain prior to producing SETI Products), and will remain in compliance with
      during the Term, all permits, licenses and other authorizations (the “Permits”)
      which are required under federal, state and local laws, rules and regulations
      applicable to the marketing, distribution and sale of the EPIR Products, the
      EPIR Independent Products and the SETI Products.

     

    14.5.  Disclaimer
      Of Warranties.  Except for those warranties set forth in Section
      14.1 and 14.4 of this Agreement, SETI makes no warranties, written, oral,
      express or implied, with respect to the SETI Products or the sale of the EPIR
      Products or EPIR Independent Products.  ALL OTHER WARRANTIES, EXPRESS
      OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE
      DISCLAIMED BY SETI. NO WARRANTIES OF SETI MAY BE UNILATERALLY CHANGED BY ANY
      REPRESENTATIVES OF SETI.

     

    ARTICLE
      15.             LIMITATION
      OF LIABILITY, WAIVER OF SUBROGATION

     

    15.1.  Limitation
      Of Liability.  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
      TO THE OTHER FOR LOSS OF USE OR PROFITS OR OTHER COLLATERAL, SPECIAL,
      CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO
      THE
      COST OF A RECALL OR LOST PROFITS, WHETHER SUCH CLAIMS ARE FOUNDED IN TORT,
      CONTRACT, STRICT LIABILITY OR OTHERWISE.  The foregoing limitation of
      liability shall not apply to limit a Party’s liabilities resulting from its
      breach of the nondisclosure and publicity provisions of Article 19 or the
      intellectual property provisions of Article 18.

     

    15.2.  Waiver
      Of Subrogation.  All EPIR supplied EPIR Products and EPIR
      Independent Products, and equipment used by EPIR in the production of EPIR
      Products and EPIR Independent Products, (collectively, “EPIR Property”), shall
      at all times remain the property of EPIR and EPIR assumes the risk of loss
      for
      the EPIR Property, until delivery of EPIR Products or EPIR Independent Products
      to a common carrier as specified under Section 10.1. EPIR hereby waives any
      and all rights of recovery against SETI and its affiliates, and against any
      of
      their respective directors, officers, employees, agents or representatives,
      for
      any loss or damage to EPIR Property to the extent the loss or damage is covered
      by the insurance described in this Agreement.

     

    
      
         

      

      
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    ARTICLE
      16.             INDEMNIFICATION

     

    16.1.  SETI
      Indemnification.  SETI shall indemnify, defend and hold harmless
      EPIR and its affiliates and any of their respective directors, managers,
      members, officers, employees, authorized subcontractors and agents (collectively
      the “EPIR Parties”) from and against any and all liabilities, obligations,
      penalties, judgments, disbursements of any kind and nature, losses, damages,
      costs and expenses (including, without limitation, reasonable attorney’s fees
      and costs) incurred as a result of any claims, demands, actions or other
      proceedings by unaffiliated third parties against an EPIR Party (collectively
      “Claims”), resulting from (a) SETI’s possession, sale, offer for sale,
      importation, use, storage, promotion, labeling, marketing or distribution of
      a
      EPIR Independent Product, EPIR Product or SETI Product, (b) SETI’s breach
      of its representations or obligations under this Agreement, (c) the
      execution, delivery and performance of this Agreement by SETI conflicting with
      any other agreement of SETI, (d) any claim that the creation, manufacture,
      use, sale, offer for sale, reproduction, display, importation, marketing or
      distribution of EPIR Products or EPIR Independent Products by EPIR in accordance
      with this Agreement, or by SETI, violates the patent, trademark, copyright
      or
      other proprietary rights of any third party, (e) a third party allegation of
      product liability or personal injury arising from or relating to a failure
      of
      the SETI Products, or (f) the execution, delivery and performance of this
      Agreement by SETI conflicting with any other agreement of SETI, except to the
      extent any of the foregoing (a) or (d) is caused by the gross
      negligence or willful misconduct of the EPIR Parties or by the breach by EPIR
      of
      its representations or obligations under this Agreement.

     

    16.2.  EPIR
      Indemnification.  EPIR shall indemnify, defend and hold harmless
      SETI and its affiliates and any of their respective directors, officers,
      employees, and agents from and against any and all Claims resulting from (a)
      the
      EPIR Parties’ gross negligence or willful misconduct relative to the design,
      manufacture or storage by EPIR of a EPIR Product or EPIR Independent Product,
      (b) any and all Claims resulting from EPIR’s breach of its representations or
      obligations under this Agreement, or (c) the execution, delivery and performance
      of this Agreement by EPIR conflicting with any other agreement of
      EPIR.

     

    16.3.  Indemnitee
      Obligations.  A party (the “Indemnitee”) which intends to claim
      indemnification under this Article 16 shall promptly notify the other party
      (the
“Indemnitor”) in writing of any claim, demand, action, or other proceeding in
      respect of which the Indemnitee intends to claim such indemnification; provided,
      however, that failure to provide such notice within a reasonable period of
      time
      shall not relieve the Indemnitor of any of its obligations hereunder except
      to
      the extent the Indemnitor is prejudiced by such failure. The Indemnitee shall
      permit, and shall cause its affiliates, and their respective directors,
      officers, employees, subcontractors and agents to permit, the Indemnitor, at
      its
      discretion, to settle any such action, claim or other matter, and the Indemnitee
      agrees to the complete control of such defense or settlement by the Indemnitor.
      Notwithstanding the foregoing, the Indemnitor shall not enter into any
      settlement that would adversely affect the Indemnitee’s rights hereunder, or
      impose any obligations on the Indemnitee in addition to those set forth herein,
      in order for it to exercise such rights, without Indemnitee’s prior written
      consent, which shall not be unreasonably withheld or delayed. No such action,
      claim or other matter shall be settled without the prior written consent of
      the
      Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee,
      its affiliates, and their respective directors, officers, employees,
      subcontractors and agents shall reasonably cooperate with the Indemnitor and
      its
      legal representatives in the investigation and defense of any claim, demand,
      action, or other proceeding covered by the indemnification obligations of this
      Article 16. The Indemnitee shall have the right, but not the obligation, to
      be
      represented in such defense by counsel of its own selection and at its own
      expense.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    ARTICLE
      17.             INSURANCE

     

    17.1.  SETI
      Insurance.  SETI shall procure and maintain, during the Term and
      for a period one (1) year beyond the end of the Term, Commercial General
      Liability Insurance, including without limitation, product liability and
      contractual liability coverage (the “SETI Insurance”). The SETI Insurance shall
      cover amounts not less than one million dollars ($1,000,000) combined single
      limit and shall be with a reputable insurance carrier.

     

    17.2.  EPIR
      Insurance.  EPIR shall procure and maintain, during the
      Term and for a period of one (1) year beyond the end of the Term,
      Commercial General Liability Insurance, including without limitation, product
      liability and contractual liability coverage (the “EPIR Insurance”). The EPIR
      Insurance shall cover amounts not less than one million dollars ($1,000,000)
      combined single limit and shall be with a reputable insurance
      carrier.  

     

    ARTICLE
      18.  INTELLECTUAL
      PROPERTY

     

    18.1.  Definition
      Of Intellectual Property.  For purposes of this Agreement,
“Intellectual Property” shall mean any invention, innovation, improvement,
      development, discovery, computer program, device, trade secret, method,
      know-how, process, technique or the like, whether or not written or otherwise
      fixed in any form or medium, regardless of the media on which contained and
      whether or not patentable or copyrightable, and all patents, trademarks,
      copyrights and other intellectual property rights related thereto.

     

    18.2.  Existing
      Intellectual Property.  Except as expressly provided in this
      Agreement or as the Parties may otherwise expressly agree in writing, each
      party
      shall continue to own its Intellectual Property existing as of the Effective
      Date or developed or acquired outside the scope of this Agreement (each Party’s
“Separate Intellectual Property”), without conferring any interests therein on
      the other Party.  Without limiting the generality of the preceding
      sentence, EPIR and SETI shall retain all right, title and interest arising
      under
      the United States Patent Act, the United States Trademark Act, the United States
      Copyright Act and all other applicable United States and foreign laws, rules
      and
      regulations relating to the Separate Intellectual Property.  Neither
      Party nor any third party shall acquire any right, title or interest in the
      other Party’s Separate Intellectual Property by virtue of this Agreement or
      otherwise, except to the extent expressly provided
      herein.  Notwithstanding anything to the contrary in this Agreement,
      all Intellectual Property relating to EPIR Independent Products shall be solely
      owned by EPIR, shall not be Joint Intellectual Property, and shall not subject
      to Sections 18.3 through 18.6 below.

     

    
      
         

      

      
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    18.3.  Joint
      Intellectual Property Developed During The Term.  Except as the
      Parties may otherwise agree in writing and subject to the last sentence of
      Section 18.2, all patents, patent applications, copyrights (whether registered
      or unregistered), and trademarks (whether registered or unregistered) that
      are
      conceived, created or reduced to practice by either Party (or by the Parties
      together) during the Term and in the course of performing the Parties’
obligations under this Agreement (the “Joint Intellectual Property”) shall be
      co-owned equally and jointly (50%/50%) by the Parties hereto and, except as
      expressly limited in this Article 18, each party shall have full rights to
      freely exploit, transfer, license or encumber its rights in all Joint
      Intellectual Property.  For the avoidance of doubt, “Joint
      Intellectual Property” does not include any unpatented know-how or
      information.

     

    18.4.  Prosecution
      of Joint Patent Rights.  All patent applications and patents
      included in the Joint Intellectual Property shall be defined as “Joint Patent
      Rights”.  SETI shall be responsible for the costs of the mutual patent
      filings with respect to all Joint Patent Rights.  The decision to file
      for a patent application that would be a Joint Patent Right shall be agreed
      upon
      by the TDB, and the TDB shall select a mutually acceptable patent counsel to
      file and prosecute such patent applications in the name of both
      Parties.  The patent counsel shall be deemed to jointly represent EPIR
      and SETI and shall take direction from the TDB.  If SETI fails to pay
      the fees and expenses of the selected patent counsel, the parties agree that
      the
      patent counsel may withdraw from representation of both parties in matters
      arising under this Agreement and SETI shall assign to EPIR its entire right,
      title and interest in and to the Joint Patent Rights.  If SETI desires
      to abandon a Joint Patent Right, then, at least sixty (60) days prior to such
      Joint Patent Right becoming abandoned, SETI will assign its entire right, title
      and interest in such Joint Patent Right to EPIR and EPIR may, at EPIR’s sole
      discretion and expense, file or continue prosecution or maintenance of such
      Joint Patent Right.  In either such event, upon request from EPIR,
      SETI will execute such documents and perform such acts, at EPIR’s expense, as
      may be reasonably necessary to effect such assignment and permit EPIR to file,
      prosecute or maintain such Joint Patent Right.

     

    18.5.  Licenses
      And Transfers Of Joint Intellectual Property.

     

    18.5.1.  During
      the Term, neither Party shall grant any license to any third party under the
      Joint Intellectual Property without the prior written consent of the other
      Party, except that EPIR may grant licenses under the Joint Intellectual Property
      to a contract manufacturer that manufactures on EPIR’s behalf.

     

    
      
         

      

      
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    18.5.2.  After
      the
      Term, neither Party shall grant any license under any Joint Intellectual
      Property without the prior written consent of the other Party, except that
      the
      Parties may grant licenses under the Joint Intellectual Property to a contract
      manufacturer that is manufacturing on the Party’s behalf.

     

    18.5.3.  Both
      during and after the Term, neither Party shall assign its joint interest in
      any
      Joint Intellectual Property to any third party without providing the other
      Party
      with written notice (the “Assignment Notice”) at least thirty (30) days prior to
      the proposed date of such proposed assignment, which notice must identify the
      proposed assignee and the purchase price such assignee proposes to pay for
      such
      Joint Intellectual Property (the “Proposed Price”).  Upon receipt of
      the Assignment Notice, the nonassigning Party shall have the option to purchase
      the assigning Party’s interest in the Joint Intellectual Property for the
      Proposed Price, which option the non-assigning party may exercise, within sixty
      (60) days after receiving the Assignment Notice, by providing the assigning
      Party with written notice of its desire to exercise the option and paying the
      Proposed Price.  If the nonassigning Party does not exercise this
      option within such period, the assigning Party may assign its interest in such
      Joint Intellectual Property to the third party identified in the Assignment
      Notice at the Assignment Price or any higher price.  This Section
      18.5.3 shall not apply to a proposed assignment of Joint Intellectual Property
      in connection with a merger, change of control, or sale of substantially all
      the
      assets of the Party’s business to which the Joint Intellectual Property
      relate.

     

    18.6.  Enforcement
      Of Intellectual Property.  If either Party becomes aware of any
      infringement of any issued Joint Intellectual Property, such Party will promptly
      notify the other Party in writing to that effect.  EPIR shall have the
      first exclusive right, but not the obligation, to take action to obtain a
      discontinuance of infringement or bring suit against such third party to enforce
      such Intellectual Property and to join SETI as a party plaintiff.  If
      EPIR has not taken any such action or brought such a suit within a period of
      ninety (90) days after receiving written notice from SETI of such infringement,
      then SETI shall have the second exclusive right, but not the obligation, to
      take
      such action or bring such suit, and to join EPIR as a party
      plaintiff.  If SETI does not take such action or bring such suit
      within ninety (90) days after the expiration of such period, then neither Party
      shall take such action or bring such suit without the written consent of the
      other party.  The Party taking the enforcement action shall be the
“Enforcing Party” and will bear all the expenses of any such suit
      brought.  The other Party will cooperate with the Enforcement Party in
      any such suit brought against a third party, and will have the right to consult
      with the Enforcement Party and to participate in and be represented by
      independent counsel in such litigation at its own expense.  The
      Enforcement Party will incur no liability to the other Party as a consequence
      of
      such litigation or any unfavorable decision resulting therefrom; provided,
      however, that the Enforcement Party will not, without the other Party’s prior
      written consent, enter into any settlement or consent decree that requires
      any
      payment by or admits or imparts liability to the other Party.  Any
      recoveries obtained by the Enforcement Party as a result of any proceeding
      against a third party infringer of Joint Intellectual Property will be allocated
      as follows:

     

    
      	
               

            	
              (i)

            	
              Such
                recovery will first be used to reimburse each Party for all litigation
                costs in connection with such litigation paid by that
                Party;

            


    

     

    
      	
               

            	
              (ii)

            	
              EPIR
                and SETI will share equally any remaining portion of such recovery
                after
                payment of the amounts specified in clause
                (i).

            


    

     

    
      
         

      

      
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    18.7.  Disclaimer.  Except
      as otherwise expressly provided herein, nothing contained in this Agreement
      shall be construed or interpreted, either expressly or by implication, estoppel
      or otherwise, as: (i) a grant, transfer or other conveyance by either Party
      to
      the other of any right, title, license or other interest of any kind in any
      of
      the other Party’s Intellectual Property, (ii) creating an obligation on the part
      of either Party to make any such grant, transfer or other conveyance or (iii)
      requiring either Party to participate with the other Party in any cooperative
      development program or project of any kind or to continue with any such program
      or project.

     

    18.8.  Confidentiality.  The
      protection of each Party’s Confidential Information is described in
      Article 19.  Any disclosure of information by one Party to the
      other under the provisions of Article 19 shall be treated as the disclosing
      Party’s Confidential Information under this Agreement (subject to the exceptions
      set forth in Article 19).  When the TDB decides that a patent
      application for Joint Intellectual Property should be prepared and filed, both
      Parties thereby assent to the inclusion into the specification thereof of any
      Confidential Information necessary under the United States Patent Law to support
      the claims of the patent application; to the laid open publication of the patent
      application, at a time which the TDB in its sole discretion may direct; and
      to
      the later disclosure, if any, of such Confidential Information as may be
      necessary to prosecute the patent application to issuance.

     

    ARTICLE
      19.  NONDISCLOSURE
      AND PUBLICITY

     

    19.1.  Confidentiality.

     

    (a)           It
      is contemplated that in the course of the performance of this Agreement each
      Party (the “Disclosing Party”) may, from time to time, disclose Confidential
      Information to the other Party (the “Receiving Party”).  “Confidential
      Information” shall be defined as: (a) any information that is specifically
      related to the New Technologies and EPIR Products being developed under this
      Agreement, or to the EPIR Independent Products; (b) any customer data or market
      related information; (c) any information related to the process of development
      or manufacture of the New Technologies, EPIR Products or the EPIR Independent
      Products; (d) any information relative to the Schedule of Payments or to the
      other terms and conditions of this Agreement; and (e) any information or
      material that is marked as “Confidential” or “Proprietary”.  In
      particular, any information disclosed by EPIR to SETI relating to the New
      Technology EPIR Products  or EPIR Independent Products shall be
      treated as EPIR’s Confidential Information.  Any information disclosed
      by SETI to EPIR relating to SETI Products shall be SETI’s Confidential
      Information.  Notwithstanding the foregoing, “Confidential
      Information” shall not include any information that the Receiving Party can
      demonstrate:

     

    
      
         

      

      
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              (i)

            	
              was
                in Receiving Party’s possession prior to disclosure by Disclosing Party
                hereunder;

            


    

     

    
      	
               

            	
              (ii)

            	
              was
                generally known, in the trade or business in which it is practiced
                by
                Disclosing Party, at the time of disclosure to Receiving Party hereunder,
                or becomes so generally known after such disclosure, through no act
                of
                Receiving Party or its employees, agents or independent contractors;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              has
                come into the possession of Receiving Party from a third party who
                is not
                known by Receiving Party to be under any obligation to Disclosing
                Party to
                maintain the confidentiality of such
                information;

            


    

     

    (b)           If
      a particular portion or aspect of Confidential Information becomes subject
      to
      any of the foregoing exceptions, all other portions or aspects of such
      information shall remain subject to all of the provisions of this
      Agreement.

     

    (c)           In
      accordance with the terms and conditions of this Agreement, each Party shall
      maintain in confidence the Confidential Information of the other Party, shall
      not use or grant the use of the Confidential Information of the other Party
      except as expressly permitted hereby, and shall not disclose the Confidential
      Information of the other Party except on a need-to-know basis to such Party’s
      directors, officers and employees to the extent such disclosure is reasonably
      necessary in connection with such Party’s activities as expressly authorized by
      this Agreement.

     

    19.2.  Third
      Party Disclosure.  Either Party may disclose Confidential
      Information of the Disclosing Party to those affiliates, agents and consultants
      who need to know such information to accomplish the purposes of this Agreement
      (collectively, “Related Parties”), provided, however:

     

    (a)           the
      disclosing party shall be informed of all Related Parties who have access to
      the
      Confidential Information;

     

    (b)           the
      Related Parties shall be advised that such Confidential Information is
      confidential and proprietary to the disclosing party and shall require each
      such
      Related Party to agree to restrictions and obligations at least as strict as
      those set forth herein prior to disclosure of any Confidential Information;
      and

     

    (c)           the
      Party disclosing the other Party’s Confidential Information to the Related
      Parties shall diligently enforce any and all confidentiality agreements with
      Related Parties and shall be responsible and liable for any breach of the
      confidentiality obligations and restrictions on use set forth herein by any
      Related Parties.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    19.3.  Litigation
      And Governmental Disclosure.  Each Party may disclose Confidential
      Information hereunder to the extent such disclosure is reasonably necessary
      for
      prosecuting or defending litigation, complying with applicable laws,
      governmental regulations or court orders, provided that if a Party is required
      by law or regulation to make any such disclosure of the other Party’s
      Confidential Information it will, except where impractical for necessary
      disclosures, for example in the event of a medical emergency, give reasonable
      advance notice to the other Party of such disclosure requirement and will use
      good faith efforts to assist such other Party to secure a protective order
      or
      confidential treatment of such Confidential Information required to be
      disclosed.

     

    19.4.  Limitation
      Of Disclosure.  The Parties agree that information concerning this
      Agreement and the transactions contemplated herein shall be considered
      Confidential Information of both Parties and shall not be disclosed without
      the
      prior written consent of the other Party.  Notwithstanding the
      foregoing, either Party may disclose this Agreement (a) as may be required
      by
      applicable laws, regulations, rules or orders, including without limitation
      the
      rules and regulations promulgated by the United States Securities and Exchange
      Commission and as authorized in Section 19.3, and (b) to prospective investors
      and business partners conducting due diligence pursuant to customary
      confidentiality agreements, the form of which must be agreed to in writing
      by
      the Parties prior to any disclosure.

     

    19.5.  Publicity
      and SEC Filings. The Parties agree that the public announcement of the
      execution of this Agreement shall only be by one or more press releases mutually
      agreed to by the Parties. The failure of a party to return a draft of a press
      release with its proposed amendments or modifications to such press release
      to
      the other party within five (5) business days of such party’s receipt of such
      press release shall be deemed as such party’s approval of such press release as
      received by such party. Each party agrees that it shall cooperate fully and
      in a
      timely manner with the other with respect to all disclosures to the Securities
      and Exchange Commission and any other governmental or regulatory agencies,
      including requests for confidential treatment of Confidential Information of
      either party included in any such disclosure.

     

    ARTICLE
      20.  FORCE
      MAJEURE

     

    20.1.  Any
      delay
      in the performance of any of the duties or obligations of either Party hereto
      (except the payment of money), to the extent caused by an event outside the
      affected Party’s reasonable control, shall not be considered a breach of this
      Agreement, and unless provided to the contrary herein, the time required for
      performance shall be extended for a period equal to the period of such delay.
      Such events shall include without limitation, acts of God; acts of public
      enemies; insurrections; riots; injunctions; embargoes; labor disputes, including
      strikes, lockouts, job actions, or boycotts; fires; explosions; floods;
      shortages of material or energy; delays in the delivery of raw materials; acts
      or orders of any government or agency thereof or other unforeseeable causes
      beyond the reasonable control and without the fault or negligence of the party
      so affected. The Party so affected shall give prompt written notice to the
      other
      Party of such cause and a good faith estimate of the continuing effect of the
      force majeure condition and duration of the affected party’s nonperformance, and
      shall take whatever reasonable steps are appropriate to relieve the effect
      of
      such causes as rapidly as possible. If the period of nonperformance by EPIR
      because of force majeure conditions exceeds ninety (90) calendar days, SETI
      may terminate this Agreement by written notice to EPIR. If the period of
      nonperformance by SETI because of force majeure conditions exceeds ninety
      (90) calendar days, EPIR may terminate this Agreement by written notice to
      SETI.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    ARTICLE
      21.  MISCELLANEOUS

     

    21.1.  Entire
      Agreement.  This Agreement, as including its Exhibits,
      supersedes and incorporates all prior and contemporaneous written and oral
      negotiations and representations of the Parties concerning the subject matter
      hereof.  This Agreement may not be amended except by a further writing
      signed by both Parties.

     

    21.2.  No
      Waiver.  The failure of a Party to exercise any right under this
      Agreement shall not amount to a continuing waiver of such right.

     

    21.3.  Assignment.  This
      Agreement shall be binding upon the administrators, successors and permitted
      assigns of the Parties.  A Party may freely assign the rights and
      duties created by this Agreement as a body to a single successor in interest
      to
      the entire business of such Party, which may in turn freely assign all of the
      rights and duties as a body to a further similar successor in
      interest.  In the event of any such permitted assignment, the
      assigning Party will notify the nonassigning Party thereof promptly thereafter
      and provide information concerning the assignee that the nonassigning Party
      may
      reasonably request.  No other assignment under this Agreement shall be
      made without the express prior written permission of the nonassigning
      Party.

     

    21.4.  Governing
      Law.  This Agreement shall be construed according to the laws of
      the State of Illinois, other than such laws, rules, regulations and case
      law which would result in the application of the laws of a jurisdiction other
      than the State of Illinois.

     

    21.5.  Headings;
      Interpretation.  Headings and subheadings in this Agreement are
      included solely for convenience of reference and will not affect the
      interpretation of, or be considered a part of, this Agreement.  As
      used in this Agreement, the words "include," “includes” and “including” are not
      limiting, and the word "or" is not exclusive.

     

    21.6.  Counterparts.  This
      Agreement may be signed in two or more counterparts, each of which will be
      deemed an original but all of which will constitute the same
      instrument.

     

    21.7.  Remedies.  Unless
      otherwise expressly provided in this Agreement, all remedies hereunder are
      cumulative and in addition to any other remedies provided for by law and may,
      to
      the extent permitted by law, be exercised concurrently or separately, and the
      exercise of any one remedy shall not be deemed to preclude the exercise of
      any
      other remedy.

     

    21.8.  Notices.  All
      notices hereunder shall be delivered by facsimile, and by overnight delivery
      (with signature required) with a reputable overnight delivery service, to the
      following address of the respective Parties:

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
 

    
      	
              Sunovia
                Energy Technologies, Inc. 

              6408
                Parkland Drive, Suite
                104          

              Sarasota,
                FL 34243 

              Fax
                #:       941/
                751-3583                                                                                  

              Phone
                #:  941/ 751-6800  

            	
              EPIR
                Technologies, Inc.

              590 Territorial Drive, Unit B

              Bolingbrook, IL 60440

              Fax #: 630 771 0204

              Phone #: 630 771
                0203

            


    

     

                                                                                    

     

     

     

     

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    


     


     

    Each
      Party warrants and represents that the person(s) signing this Agreement below
      are the authorized representatives of such party with authority to execute
      this
      Agreement on behalf of such party.  This Agreement will be effective
      and come into force on the Amendment Effective Date listed above.

     

    


    
      	 	
              SUNOVIA
                ENERGY TECHNOLOGIES, INC. 

            	 	 	EPIR
              TECHNOLOGIES, INC:	 
	 	 	 	 	 	 
	DATE:	 	 	DATE:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	SIGNATURE:	
              /s/

            	 	SIGNATURE:	
              /s/
                

            	 
	NAME:	
              CARL
                SMITH

            	 	NAME:
	
              SIVALINGAM
                SIVANANTHAN

            	 
	TITLE:     	
               

            	 	TITLE:	
               

            	 
	 	 	 	 	 	 
	 	WITNESS
              SIGNATURES:	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	SIGNATURE
              OF SETI WITNESS    	 	 	SIGNATURE
              OF EPIR WITNESS	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	PRINTED
              NAME OF WITNESS    	 	 	PRINTED
              NAME OF WITNESS	 


    

      

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

                                                                                               

    EXHIBIT
      A

     

    TECHNOLOGY
      DEVELOPMENT BOARD

     

    The
      Technology Development Board (“TDB”) shall consist of four (4) 
individuals.  The members of the TDB will be appointed as
      follows:

     

    
      	
              1.  

            	
              Appointed
                by EPIR (“EPIR Appointed Member”)

            


    

     

    
      	
              2.  

            	
              Appointed
                by EPIR (“EPIR Appointed Member”)

            


    

     

    
      	
              3.  

            	
              Appointed
                by SETI (“SETI Appointed Member”)

            


    

     

    
      	
              4.  

            	
              Appointed
                by SETI (“SETI Appointed Member”)

            


    

     

    Either
      Party may replace either or both members of the TDB that they have
      appointed.  The TDB may act only by unanimous vote or
      consent.

     

    The
      Parties shall co-develop a Technology Development Board Agreement (“the TDB
      Agreement”) that the sitting members of the TDB must sign prior to formally
      joining the TDB.  The TDB Agreement shall be included as an addendum
      to this agreement upon its finalization.

     

    The
      duties of the TDB shall include:

     

    (a)
      define the New Technologies and EPIR Products that are to be developed and
      commercialized under this Agreement.

     

    (b)
      establish Product Specifications, including initial target production cost,
      for
      each EPIR Product, and appropriate timelines for the development, manufacture
      and subsequent sale of such SETI Product or EPIR Product.

     

    (c)
      for
      each EPIR Product, establish and define quality control, quality standards
      and
      standard operating procedures.

     

    (d)
      modify, as the TDB deems necessary or desirable, the Product Specifications
      and/or standard operating procedures for any and all EPIR Products manufactured
      hereunder.

     

    (e)
      with
      respect to Joint Intellectual Property: decide, for any invention conceived
      of
      or reduced to practice in the course of carrying out this Agreement, whether
      patent protection for such invention should be pursued, and if so in which
      countries or regions such protection should be pursued, or whether such
      invention should be protected as a trade secret.

     

    (f)
      with
      respect to Joint Intellectual Property: direct the prosecution of any and all
      resulting patent applications, determine which applications or issued patents
      should be maintained, and determine which applications or issued patents should
      be abandoned for failure to further prosecute or should be permitted to lapse
      for failure to pay governmental maintenance fees or annuities.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    (g)
      with
      respect to Joint Intellectual Property: select and appoint patent counsel to
      protect the invention(s) considered under (e) and (f).  Selected
      counsel shall be deemed to have been jointly appointed by EPIR and
      SETI.

     

    (h)
      except as provided in section 7.1, endeavor, within commercially reasonable
      means to ensure that each project authorized by the TDB for undertaking by
      EPIR
      is sufficiently funded so that anticipated research expenditures during any
      six-month period do not exceed the research portion of the applicable Scheduled
      Payment previously received by EPIR.  In the event that the TDB
      determines that EPIR shall undertake projects that will cause EPIR’s aggregate
      research and development costs to exceed the aggregate research portions of
      the
      Scheduled Payments received by EPIR to date, the TDB shall increase the amount
      of the Scheduled Payments so as to fully fund the research and development
      work,
      and the Parties shall amend Exhibit A-1 to reflect such changes.

     

    (i)
      establish sales goals for each EPIR Product and related SETI Product to be
      marketed by SETI, which shall include sales goals for each [year] for the
      [three] year period following the introduction of a new SETI Product in the
      marketplace.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    Exhibit
      A-1

     

    Scheduled
      Payments

     

    SETI
      shall make to EPIR the non-refundable payments set forth below.  The
      Parties understand that the TDB may identify, and EPIR may undertake, research
      and development of additional New Technologies and EPIR Products, which are
      not
      listed in Exhibit B hereto, but that additional capital may be required to
      fund
      such work.  The Parties further understand that mass producing the
      EPIR Products in quantities sufficient to satisfy SETI’s commercial demand
      therefor will require funding additional to the payments listed
      below.

    


    [The
      first $1,000,000 per calendar year of payments by SETI to EPIR under this
      Exhibit will be classified as research and development capital, and any excess
      of such payments in the calendar year will be considered investment in
      capital.  However, the classification of the payments shall have no
      bearing on either Parties responsibility to promptly and efficiently satisfy
      its
      obligations hereunder.]

    


    SETI
      agrees to provide funding to EPIR based upon the following
      Schedule:

    


    Payment
      Amount                                                                        Payment
      to be received by

    $1,700,000                                                                                     November
      30, 2007*

    $1,000,000                                                                                     February
      1, 2008

    $1,000,000                                                                                     April
      1, 2008

    $1,000,000                                                                                     October
      1, 2008

    $1,000,000                                                                                     December
      1, 2008

    $1,000,000                                                                                     March
      1, 2009

    $1,000,000                                                                                     June
      1, 2009

    $1,000,000                                                                                     August
      1, 2009

    $1,000,000                                                                                     October
      1, 2009

    $1,000,000                                                                                     December
      1, 2009

    $1,000,000                                                                                     March
      1, 2010

    $1,000,000                                                                                     June
      1, 2010

    $1,000,000                                                                                     August
      1, 2010

    $1,000,000                                                                                     October
      1, 2010

    $1,000,000                                                                                     December
      1, 2010

    $   500,000                                                                                     April
      1, 2011

    $   500,000                                                                                     October
      1, 2011

    $   500,000                                                                                     April
      1, 2012

    $   500,000                                                                                     October
      1, 2012

    $   500,000                                                                                     April
      1, 2013

    $   500,000                                                                                     October
      1, 2013

    $   500,000                                                                                     April
      1, 2014

    $   500,000                                                                                     October
      1, 2014

    $   500,000                                                                                     April
      1, 2015

    $   500,000                                                                                     October
      1, 2015

    $   500,000                                                                                     April
      1, 2016

    $   500,000                                                                                     October
      1, 2016

    $   500,000                                                                                     April
      1, 2017

    $   500,000                                                                                     October
      1, 2017

    $   500,000                                                                                     March
      1, 2017

    $   500,000                                                                                     October
      1, 2017

      *
        Previously funded

    

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    Exhibit
      A-2

     

    Company
      Contacts

     

    


     

    


     

    EPIR’s
      Technical
      Contact:                                                                                    


    Printed
      Name

    


     


                                                       
      

     Telephone
      Number

    


    


                                                        
      
 Email
      address

    


    


    


    


    SETI’s
      Technical
      Contact:                                                                                    


    Printed
      Name

    


    


                                                         
 Telephone
      Number

     

    
      


                                                           
 Email
        address

      
 

    

    


    


    SETI’s
      Marketing
      Contact:                              
                                                     


    Printed
      Name

     

    
      


                                                           
 Telephone
        Number

      

        


        


                                                             
 Email
          address

         

        
          
             

          

          
            37

            
              

            

          

          
             

          

        

      

    

    


    EXHIBIT
      B

     

    Technology
      Development Strategy and Procedure

     

    


     

    The
      “Product List” will be formally identified by the Parties as EPIR Products that
      will be researched and developed under this Agreement.

     

    Initially,
      the TDB shall produce a “Technology Development Strategy and Roadmap” (TDSR)
      that identifies key technologies to examine, possible application of the
      technologies, cost effective manufacturing strategies for EPIR Products using
      the technologies, and concepts for commercialization of the technologies into
      applications with targeted price points for the systems to be
      developed.

     

    A
      key
      exhibit within the TDSR will be a requirements document that specifies core
      technologies that will be developed during the Term, strategic sequencing of
      those technologies, and list of potential products that would be anticipated
      from the core technologies developed. For example, the development of advanced
      encapsulates from zinc oxide which enhance the performance of existing PV
      materials within solar applications would be a candidate for immediate
      development and commercialization while ongoing efforts for higher efficiency
      solar materials continue.

     

    It
      is
      important that, for each EPIR Product, the Product Specifications include,
      but
      not be limited to, information specific to New Technology performance criteria,
      product dimensions, and other pertinent data that will be necessary to develop
      the New Technology to standards required to sell the related SETI
      Products.

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      C

     

    “Minimum
      Purchase Commitments”

     

    EPIR
      Products

     

    Upon
      the
      development of the New Technologies and prior to the mass manufacturing of
      the
      EPIR Products, EPIR and SETI shall negotiate, in good faith, a fair and
      reasonable schedule that delineates the quantities of EPIR Product that SETI
      must purchase from EPIR (“Minimum Purchase Commitments” for EPIR
      Product).

     

    The
      Parties understand and agree that pertinent market data, competitive product
      analyses, and other relative information must be carefully reviewed in order
      to
      make a fair and reasonable determination as to the quantities to be purchased
      from EPIR by SETI on an annualized basis.  The Parties shall use good
      faith efforts to develop and agree upon a Minimum Purchase Commitment schedule
      by the second anniversary of the Effective Date.

     

    EPIR
      Independent Products

     

    EPIR
      may
      specify from time to time a fair and reasonable schedule that delineates the
      quantities of EPIR Independent Product that SETI must purchase from EPIR
      (“Minimum Purchase Commitments” for EPIR Independent Product)

     

    


    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    EXHIBIT
      D

     

    “EPIR
      PRODUCT PRICING”

     

    EPIR
      and
      SETI agree to establish EPIR Product pricing that is favorable to both EPIR
      and
      SETI.

     

    Upon
      completion of development of an EPIR Product, EPIR agrees to provide to SETI,
      in
      writing, the projected cost of the EPIR Product, without markup, at several
      tiers of mass production.  The projected cost will only include the
      costs specifically associated with the EPIR Product, and will be based upon
      GAAP.  Annual audits shall be conducted by a SEC certified auditing
      firm whereby the actual expenses of the EPIR Product will be
      determined.

     

    Market
      research shall then be completed by a mutually acceptable, independent and
      expert organization that specializes in establishing price points for such
      products.  Upon receipt of the suggested price points from this
      organization, the Parties agree to develop pricing for the EPIR Products, the
      EPIR Independent Products and the related SETI Products that will be equally
      beneficial and equally profitable to both EPIR and SETI.

     

    The
      Parties agree to abide by the recommendations of the abovementioned independent
      organization as it relates to product pricing to third parties.

     

    “SALES
      PERFORMANCE”

     

    SETI
      agrees to cause the sale of any and all EPIR Products manufactured by EPIR
      as
      long as the EPIR Products meet or exceeds all of the specifications and
      parameters set forth by the TDB within the designated timeframe.

     

    Should
      SETI fail to sell any manufactured EPIR Products that meets or exceeds the
      TDB’s
      specifications, then EPIR has the right to engage a new sales and marketing
      firm
      to distribute the manufactured EPIR Products.

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      E

     

    “SAMPLE
      EPIR PRODUCT PRICE LISTING” or

     

    “SAMPLE
      EPIR INDEPENDENT PRODUCT PRICE LISTING”

     

    


     

    EPIR
      shall provide a Product Price List to SETI in a format similar to the Sample
      Price List below:

     

    
      	
              Part
                No.

            	
              Description

            	
              Dimensions

            	
              Performance
                Data

            	
              Unit
                Price

            
	
              0000001

            	
              Solar
                Enhancement

            	 	 	
              $x,xxx.xx

            


    

    


     

    EPIR
      shall provide SETI with any and all Product Specifications for any and all
      EPIR
      Products.

     

     

    


    
      
         

      

      
        41

        
          

        

      

      
         

      

    

    


    EXHIBIT
      F

    QUALITY
      ASSURANCE AND QUALITY CONTROL

    


    a.  EPIR
      and
      SETI shall manufacture or cause the EPIR Products, EPIR Independent Products
      and
      SETI Products to be manufactured in accordance with any applicable
      laws.

     

    b.  If
      EPIR
      or SETI obtains information that any of the EPIR Products, EPIR Independent
      Products or SETI Products or any portion thereof is alleged or proven not to
      perform at the levels specified within the applicable Product Specifications,
      then the Party shall notify the other Party immediately and both Parties shall
      cooperate fully regarding the investigation and disposition of any such
      matter.

     

    c.  EPIR
      and
      SETI shall each maintain such traceability records as are sufficient and as
      may
      be necessary to permit a recall or field correction of any SETI Products, EPIR
      Products and EPIR Independent Products.

     

    d.  In
      the
      event (a) any applicable federal or state regulatory authority should issue
      a
      request, directive or order that any of the SETI Products, EPIR Products or
      EPIR
      Independent Products be recalled, or (b) a court of competent jurisdiction
      orders such a recall, or (c) EPIR determines that any of the EPIR Products
      or
      EPIR Independent Products, or SETI determines that any of the SETI Products
      (respectively), already in commerce present a risk of injury or gross deception
      or is otherwise defective, and that recall of such SETI Products, EPIR Products
      or EPIR Independent Products is appropriate (a “Recall”), each Party shall give
      telephonic notice (to be confirmed in writing) to the other within twenty-four
      (24) hours after becoming aware of the event.  EPIR and SETI shall
      mutually determine all corrective action to be taken and to implement the
      Recall.

     

    e.  Product
      Complaints.  SETI and EPIR shall each record any complaints received
      with respect to the SETI Products, EPIR Products and EPIR Independent
      Products.

     

    EPIR
      shall promptly provide to SETI written notice of any complaints (and will
      provide copies of any written complaints) received by EPIR with respect to
      any
      EPIR Product, EPIR Independent Product or SETI Product.

     

    SETI
      shall promptly provide to EPIR written notice of any complaints (and will
      provide copies of any written complaints) received by SETI with respect to
      any
      EPIR Product, EPIR Independent Products or SETI Product. SETI shall have
      responsibility for responding to all complaints, and for promptly providing
      EPIR
      with a copy of any responses to complaints, relating to the SETI Products,
      EPIR
      Products or EPIR Independent Products, including but not limited to complaints
      from competitors regarding promotional activities by SETI.  EPIR shall
      cooperate with SETI to provide any information SETI, in good faith, deems
      necessary to respond to such complaints. EPIR shall have sole responsibility
      at
      its expense for reporting any complaints relating to the EPIR Products or EPIR
      Independent Products to any Governmental Authority required, including, but
      not
      limited to, complaints relating to the manufacture of the EPIR Products or
      EPIR
      Independent Products as well as any adverse reports.

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    f.  SETI
      shall (a) not give any third party purchaser of the SETI Products any guarantee
      or warranty on behalf of EPIR, (b) follow up and investigate customer and
      tampering complaints related to the products, (c) keep EPIR informed, as
      appropriate, as to the nature, status and resolution of such complaints on
      a
      timely basis with sufficient information to EPIR to investigate such complaints,
      and (d) handle, use and store the EPIR Products, EPIR Independent Products
      and
      SETI Products in compliance with Good Manufacturing Practices and Applicable
      Laws.

     

    g.  Compliance
      with Applicable Law. Each Party shall use commercially reasonable efforts to
      maintain in full force and effect all necessary licenses, permits and other
      authorizations required by Applicable Law to carry out its duties and
      obligations under this Agreement. Each Party shall comply with all Applicable
      Laws, provided, that SETI shall be solely responsible for compliance with those
      Applicable Laws pertaining to the marketing, promotion, advertisement, sale
      and
      distribution of the SETI Products (including, without limitation, those
      Applicable Laws that apply to documentation and records retention pertaining
      to
      the distribution and use of SETI Products) and EPIR shall be solely responsible
      for compliance with those Applicable Laws pertaining to the manufacturing and
      supply of the EPIR Products and EPIR Independent Products (including, without
      limitation, those Applicable Laws that apply to documentation and records
      retention pertaining to the manufacture of EPIR Products or EPIR Independent
      Products). Without limiting the generality of the foregoing, SETI shall not
      promote the EPIR Products or EPIR Independent Products for any representations
      not contained in the approved Product Specifications or in any manner in
      conflict with the approved labeling and all Applicable Laws. SETI shall store
      and distribute the EPIR Products, EPIR Independent Products and trade forms
      in
      compliance with all Applicable Laws. Each Party will cooperate with the other
      to
      provide such letters, documentation and other information on a timely basis
      as
      the other Party may reasonably require to fulfill its reporting and other
      obligations under Applicable Laws to applicable regulatory authorities. Except
      for such amounts as are expressly required to be paid by a Party to the other
      under this Agreement, each Party shall be solely responsible for any costs
      incurred by it to comply with its obligations under Applicable
      Laws.

     

    h.  Reasonable
      Cooperation. EPIR and SETI each hereby agrees to use commercially reasonable
      efforts to take, or cause to be taken, all actions and to do, or cause to be
      done, all things necessary or proper to make effective the transactions
      contemplated by this Agreement, including such actions as may be reasonably
      necessary to obtain approvals and consents of governmental persons (including,
      without limitation, all notifications).

     

    i.  Compliance
      Audits.  (a) From time to time as EPIR may elect during the Term (but
      no more than once each calendar year), during normal business hours and upon
      reasonable notice from EPIR (but not less than ten (10) business days’ prior
      notice), SETI shall permit duly authorized representatives of EPIR to review
      and
      inspect, to the extent relevant to SETI’s marketing and distribution of the EPIR
      Products and EPIR Independent Products, the premises, facilities, inventories
      of
      the SETI Products, records and documentation maintained by SETI for the purpose
      of determining compliance by SETI with its obligations under this
      Agreement.  (b) From time to time as SETI may elect during the Term
      (but no more than once each calendar year), during normal business hours and
      upon reasonable advance notice from SETI (but not less than ten (10) business
      days’ notice), EPIR shall permit duly authorized representatives of SETI to
      review and inspect, on the premises of EPIR or its relevant subcontractors
      each
      manufacturing facility for the EPIR Products and EPIR Independent Products
      and
      on the premises of EPIR where such records and inventory are kept, inventory
      of
      the EPIR Products and EPIR Independent Products, manufacturing documentation
      and
      EPIR’s quality control records relating to the storage of the EPIR Products and
      EPIR Independent Products to ensure compliance with Good Manufacturing
      Practices, quality control standards and the packaging and labeling for the
      EPIR
      Products and EPIR Independent Products; and with applicable terms of this
      Agreement pertaining to the use of the SETI Trademarks; provided, however,
      that
      except as otherwise provided herein, nothing in the foregoing shall allow or
      be
      construed to allow SETI to have access to any confidential manufacturing
      know-how or trade secrets of EPIR or any records containing or pertaining to
      the
      same.

     

    
      
         

      

      
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    EXHIBIT
      G

    “EPIR
      WARRANTY OF EPIR PRODUCTS” and

    "EPIR
      WARRANTY OF EPIR INDEPENDENT PRODUCTS”

    


    


    Warranty

     

    EPIR
      warrants to SETI that the EPIR Products and EPIR Independent Products will
      be
      free from material defects in material and workmanship. A material defect shall
      exist only if a product does not meet an applicable Product
      Specification.  Subject to the conditions and limitations set forth
      below, EPIR will, at its option, either repair or replace the defect product
      or
      any part of the defective product. Repaired or replaced products will be
      provided by EPIR to SETI on an exchange basis, and will be either new or
      refurbished to be functionally equivalent to new.  If EPIR is unable
      to repair or replace the product, it will refund to SETI the amount paid to
      EPIR
      by SETI for that product.  Repair or replacement of, or refund for,
      defective products shall be SETI’s sole and exclusive remedy for violation of
      this Warranty.

     

    This
      limited warranty does not cover any damage to a EPIR Product or EPIR Independent
      Product which occurs during shipment from EPIR to SETI, or that results from
      improper installation, accident, abuse, misuse, natural disaster, abnormal
      mechanical or environmental conditions, or any unauthorized disassembly, repair,
      or modification. This limited warranty also does not apply to any product on
      which the original identification information has been altered, obliterated
      or
      removed, has not been handled or packaged correctly, has been sold as
      second-hand or has been resold contrary to the US export
      regulations.

     

    This
      limited warranty covers only repair, replacement or refund for defective EPIR
      Products or EPIR Independent Products, as provided above. EPIR is not liable
      for, and does not cover under warranty, any loss of data or any costs associated
      with determining the source of system problems or removing, servicing or
      installing EPIR Products or EPIR Independent Products.  In the event
      of a claim, EPIR’s sole obligation shall be replacement of the EPIR Product or
      EPIR Independent Product.

     

    Duration
      of Warranty

     

    Six-Month
      Warranty:

    The
      EPIR
      Products and EPIR Independent Products are covered by this warranty for a period
      of six months from the date of delivery and acceptance of such EPIR Product
      or
      EPIR Independent Product.

     

    Discontinued
      EPIR Products or EPIR Independent Products will not be covered as their warranty
      has expired.

     

    This
      limited warranty is non-transferable.

     

    Free
      Technical Support

     

    
      
         

      

      
        44

        
          

        

      

      
         

      

    

     

    EPIR
      Technical Support can be contacted by calling                                                                                                                                .

     

    


    Warranty
      Claim Procedures and Requirements

    


    SETI
      must
      notify EPIR within the warranty period to receive a Returned Materials
      Authorization (“RMA”) number to return or arrange for the return of the defect
      EPIR Product or EPIR Independent Product.  SETI may not return or
      arrange for the return of a EPIR Product or EPIR Independent Product to EPIR
      for
      any reason without EPIR’s RMA.  Once EPIR issues an RMA, EPIR shall
      accept return of the EPIR Product or EPIR Independent Product.  SETI
      shall bear the cost of shipping defective products back to EPIR.  If
      the product returned to EPIR was not, in fact, defective, then SETI shall bear
      the risk of loss during shipment.

    


    SETI
      must
      return the defective EPIR Product or EPIR Independent Product to EPIR in
      appropriate secure packaging.  Product identification information must
      be included (RMA, part number and serial number (if applicable) with a detailed
      description of the problem).  SETI must also include proof of the date
      of delivery and acceptance as evidence that the product is within the applicable
      warranty period.

    


    SETI
      will
      return the product directly to the EPIR facility located at the following
      address:

    


    590
      Territorial Drive

    Unit
      B

    
      Bolingbrook,
        IL 60440

      


      The
        returned EPIR Product or EPIR Independent Product will become the property
        of
        EPIR.  Except as provided above, repaired or replacement products will
        be shipped at EPIR’s expense via UPS Ground.  SETI shall bear the risk
        of loss during shipment.  Repaired or replacement EPIR Products or
        EPIR Independent Products will continue to be covered by this limited
        warranty.

      


      Disclaimers

      


      THE
        FOREGOING IS THE COMPLETE WARRANTY FOR THE EPIR PRODUCTS AND EPIR INDEPENDENT
        PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES ARE MADE
        WITH
        RESPECT TO THE EPIR PRODUCTS OR EPIR INDEPENDENT PRODUCTS AND EPIR EXPRESSLY
        DISCLAIMS ALL WARRANTIES NOT STATED HEREIN, INCLUDING, TO THE EXTENT PERMITTED
        BY APPLICABLE LAW, ANY WARRANTY THAT MAY EXIST UNDER NATIONAL, STATE, PROVINCIAL
        OR LOCAL LAW INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
        NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL
        WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE LIMITED TO THE PERIODS OF TIME
        SET
        FORTH ABOVE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION
        OF
        IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,
        SO THE
        ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

       

      
        
           

        

        
          45

          
            

          

        

        
           

        

      

      


      THE
        EPIR PRODUCTS AND EPIR INDEPENDENT PRODUCTS ARE NOT AUTHORIZED FOR USE AS
        CRITICAL PRODUCTS IN 3RD PARTY
        EQUIPMENT OR
        FOR APPLICATIONS IN WHICH THE FAILURE OR MALFUNCTION OF THE EPIR PRODUCTS
        OR
        EPIR INDEPENDENT PRODUCTS WOULD CREATE A SITUATION IN WHICH PERSONAL INJURY
        OR
        DEATH IS LIKELY TO OCCUR. EPIR SHALL NOT BE LIABLE FOR THE DEATH OF ANY PERSON
        OR ANY LOSS, INJURY OR DAMAGE TO PERSONS OR PROPERTY BY USE OF EPIR PRODUCTS
        OR
        EPIR INDEPENDENT PRODUCTS USED IN APPLICATIONS INCLUDING, BUT NOT LIMITED
        TO,
        MILITARY OR MILITARY-RELATED EQUIPMENT, TRAFFIC CONTROL EQUIPMENT, DISASTER
        PREVENTION SYSTEMS AND MEDICAL OR MEDICAL-RELATED
        EQUIPMENT.

      


      EPIR’S
        TOTAL LIABILITY UNDER THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IS
        LIMITED
        TO REPAIR, REPLACEMENT OR REFUND. REPAIR, REPLACEMENT OR REFUND ARE THE SOLE
        AND
        EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY. TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EPIR SHALL NOT BE LIABLE FOR
        ANY
        DAMAGES, EXPENSES, LOST DATA, LOST REVENUES, LOST SAVINGS, LOST PROFITS,
        OR ANY
        OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PURCHASE, USE
        OR
        INABILITY TO USE THE EPIR PRODUCT OR EPIR INDEPENDENT PRODUCT, EVEN IF EPIR
        HAS
        BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER
        JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
        CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
        TO
        YOU.

      


      THIS
        LIMITED WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS, AND SETI MAY ALSO HAVE OTHER
        RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO
        JURISDICTION.

      


      THIS
        DISCLAIMER DOES NOT PURPORT TO LIMIT OR EXCLUDE EPIR’S LIABILITY FOR DEATH OR
        INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUDULENT
        MISREPRESENTATION.

    

    


     

    
 

    


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