Unassociated Document


    
      EXHIBIT
        4.4

       

      
        	
                 

              	
                Supply
                  Contract

              	 


      

    

     

    Between

     

    Bangkok
      Solar CO,L TD and NP Capital Corp.

     

    Meeting
      on the 19'h of January.
      2008, at the office of Bangkok Solar CO,LTD., Chacheangsao. Thailand,
      (hereinafter referred to as "BSC") on the one part, and NP
      Capital Corp.
      (hereinafter referred to, as -NPC") on the other part, as
      follows:

     

    WHEREAS
      BSC is the beneficial owner of a factory manufacturing solar modules
      with the a-Si (amorphous silicon) technology in Thailand. and,

     

    WHEREAS
      BSC is interested in having said a-Si solar modules marketed in
North America

     

    WHEREAS
      NPC has declared itself capable of implementing such marketing
      activities on BSC's behalf. in North America

     

    IT
      HAS BEEN MUTUALLY AGREED, AS FOLLOWS:

     

    Two
      duly
      authorized representatives of BSC and NPC, Dr. Krisada Chongphaibuipatana
      (Vice-President/ Sales & Marketing Department) and Mr. Bradley C. Holt
      (CEO), have investigated on the potential of marketing BSC's a-Si solar modules,
      in North America, through the services of NPC,
NPC has arranged to provide BSC with proper
      market and
      competitor information, potential customers, marketing activities and the
      ongoing implementation schedule, in the framework of a performance of
NPC on North America.

     

    
      	
              2.  

            	
              Based
                on
                the
                above
                information and following contract negotiations between BSC and
                NPC. BSC has agreed to grant NPC an exclusive distributor
                right for it's a-Si solar modules for the territory of the North
                America,
                with an initial sales quota of 20 Megawatts of modules, for the trial
                year
                during the period of 12 months after BSC got UL certificate. This
                sales
                quota will be adjusted, upwards, or downwards, by mutual agreement
                of
                the
                Parties, together with
                the CIF
                Price USA WEST
                COAST
                PORT
                and
                the exclusive right and Payment Term Condition referred to
                under
                Paras 3.
                and 4.
                in according of this Supply
                Contract.

            


    

     

    
      	
              3.  

            	
              The
                Exclusive right in North America Distributor condition
                :

            


    

     

    
      	
               

            	
              a)
                BSC will grant this Exclusive North American Distributor to NPC.
                if NPC
                fully perform as per the or.wriised of item 4 after the 6 months
                of
                getting UL Certification's.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              b)
                NP Capital is granted the Exclusive Rights for North American,
                BSC
                will therefore not effect any deliveries to other customers in North
                American, Unless NP Capital could not accept the Quantity which BSC
                would
                like to share in the North American Market, BSC has the right to
                sell to
                other customers in North American with the condition that the discussion
                has to be done between two parties first and the Price should not
                be lower
                than what the NP Capital gets. Furthermore, NP Capital undertakes
                not to
                conclude any agreement with customers of BSC, in particular also
                from
                outside North American Market.

            


    

    
       

      
        	
                4.  

              	Orders. Prices, Shipment, and Terms of
                Payment


      

       

    

    
      	
              a.  


            	
              Orders.
                Bangkok Solar agrees to sell to NP Capital twenty (20) MWp solar
                modules
                and the shipment of total amount 20 MWp will be shipped to NPC
                within 12 month after BSC got UL certificate at the price
                listed
                below. The parties tentatively agree to the following order schedule
                :

            


    

     

    Month
      1               
:                   1.0
      MWp

     

    Month
      2                :                   1.0
      MWp

     

    Month
      3                :                   1.5
      MWp

     

    Month
      4                :                   1.5
      MWp

     

    Month
      5                :                   1.5
      MWp

     

    Month
      6                :                   1.5
      MWp

     

    Month
      7                :                   2.0
      MWp

     

    Month
      8                :                   2.0
      MWp

     

    Month
      9                :                   2.0
      MWp

     

    Month
      10              :                   2.0
      MWp

     

    Month
      I
      I              :                   2.0
      MWp

     

    Month
      12              :                   2.0
      MWp

    
       

      
        	
                b.  


              	
                Product Price. The
                  Product price shall be USD/Wp
                  for the first 15 MWp and USD/Wp
                  for the last 5 MWp. The Product price shall be calculated using
                  a Thai
                  Baht to United States Dollar exchange rate of 33.85 ("33.85 Bht/USD").
                  Notwithstanding the foregoing, the foregoing Product price shall
                  be
                  adjusted if on the date any goods purchased hereunder clear U.S.
                  customs
                  (the "Delivery Date"), the exchange rate for U.S. Dollars into
                  Thai Baht
                  ("Exchange Rate") is less than 33.35 Bht/USD or greater than 34.35
                  Bht/USD. In such event, the Product
                  price shall be the product of 1111
                  USD
                  multiplied by a fraction, the numerator of which is the Exchange
                  Rate (as determined by the Bank of Thailand's Average Interbank
                  Exchange
                  Rate) as of the Delivery Date and the denominator of which is 33.85.
                  All
                  prices and sums payable shall be in United States Dollars. NP Capital
                  shall be free to establish its own resale price for the resale
                  of the
                  Products in the
                  Territory.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              c.  

            	
              Shipment.
                All Products shall be shipped on CIF term ( lncoterrns 2000) to NPC
                at the
                shipping location specified by NPC, but within the west coast USA
                port,
                BSC agrees (i) to obtain, or to assist NPC in obtaining, all local
                required licenses and permits then in effect. and (ii) to not export
                or
                ship the Products except in compliance with all applicable rules
                and
                regulations.

            


    

     

    
      	
              d.  

            	
              Terms
                of Payment.

            


    

     

    All
      the
      payments for the Goods shall be made in USD currency by :-

     

    
      	
              -

            	
              T/T
                in advance within fourteen (14) days of each particular order as 

            


    

    
       

      
        	
                -

              	
                as
                  an
                  irrevocable letter of credit at sight with confirmed by
                  first class international bank designated by the BSC. The letter
                  of credit
                  shall be established by NPC on ten (10) days prior to
                  each scheduled shipment date and has to be valid for no less then
                  thirty
                  (30) days after the latest date allowed for the
                  shipment.

              


      

       

    

    NPC
      shall bear all banking expenses associated with the establishing of the letter
      of credit. The shipments will only consist of fully loaded
      containers.

     

    Except
      otherwise agreed by the parties, such as, for more than 5 MWp special project
      inquiries, the price and delivery schedule shall be discussed and agreed upon
      both parties.

     

    Warranty
      and Indemnification. BSC agrees to warrant the Products as attached
      document.

     

    
      	
              6.  

            	
              Choice
                of Law. This Contract is intended to be governed by laws of the
                Thailand without regard for choice of law principles, and the obligations,
                rights and remedies of the parties hereto will be determined in accordance
                with such laws.

            


    

     

    
      	
              7.  

            	
              Term. The
                term of this Contract begins on the date of execution of this Contract
                by
                BSC and continues
                for twelve (12) months after BSC got UL
                certificate

            


    

     

    
      	
              8.  

            	
              Expenses.
                Except as otherwise expressly provided herein, the parties will be
                responsible for their own costs and expenses, including counsel fees,
                incurred it
                connection with the Transaction contemplated by this
                Contract.

            


    

     

    
      	
              9.  

            	
              Future
                Contract. The parties agree to diligently work toward the
                execution of a definitive distribution agreement with a term of five
                (5)
                years, consistent with the terms of this
                Contract.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      
        	
                10.  

              	
                Exclusive Distributor Performance
                  Evaluation. 

                Parties
                  agree that at the end of the trial period they will jointly evaluate
NPCactivities
                  during the said period and will adjust NPC annual quota
                  accordingly as appropriate. Such joint evaluation-and said
                  appropriate changes would have to take place within three months
                  before the end of the trial period. 12 months after BSC got UL
                  certificate)

              


      

      
        
           

          
            	
                    11.  

                  	
                    Termination of
                      Distribution.

                    A party has the right to terminate this
                      contract if the
                      other party breaches any clause of this contract and does not
                      remedy
                      within 60 (sixty) days after receiving the advice of contract
                      breaching or
                      any case by the party.

                  


          

          
            
               

              
                	
                        12.  

                      	
                        PV
                          Trade Show in USA

                        BSC
                          commit to response one (1) PV trade show booth expenses
                          in USA on the
                          trial period contract. (Within twelve (12) months after
                          BSC got UL
                          certificate).

                      


              

               

               

               

              IN
                WITNESS WHEREOF, the parties hereto have signed and executed this
                Supply Contract as of the Date on 19th of January, 2008 by and
                between.

               

               

              
                	
                        Bangkok
                          Solar CO., LTD.

                      	 	 	
                        NP
                          Capital CORP.

                      	 
	 	 	 	 	 
	 	 	 	 	 
	
                        /s/Krisada
                          Chongphaibulpatana

                      	 	 	
                        /s/
Mr.
                          Bradley C.
                          Holt

                      	 
	
                        Dr.
                          Krisada Chongphaibulpatana

                      	 	 	
                        Mr.
                          Bradley C. Holt

                      	 
	
                        (Vice-President/Sales
                          & Marketing Department)

                      	 	 	
                        (CEO)

                      	 
	 	 	 	 	 
	 	 	 	 	 
	/s/Rangsun
                        Kanjanangurapun	 	 	 	 
	Mr.
                        Rangsun Kanjanangurapun	 	 	 	 
	(Sales
                        & Marketing Department Manager)	 	 	 	 
	 	 	 	 	 


              

               

              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

    Amorphous
      Silicon Photovoltaic Module

     
      
        

      

    

     

    Limited
      Warranty

     

    Bangkok
      Solar Co.,Ltd (BSC) warrants its photovoltaic module against defects in
      workmanship and materials for five (5) years from the aate of shipping BSC
      will
      replace. or repair and return, any module or module part(s) found upon
      inspection to be defective in workmanship or material Upon written authorization
      from BSC , the module or module part(s) should be promptly shipped to BSC with
      transportation costs prepaid. !f the module or module part(s) is found to be
      defective within the terms of this warranty, credit will be issued to offset
      the
      transportation cost of the return to BSC , and the repaired or replacement
      module or module part(s) will be returned prepaid by BSC If the module or module
      part(s) is not found to be defective, within the terms of this warranty. BSC
      will notify the original purchaser and arrange for the original purchaser to
      prepay return transportation costs BSC is not responsible for labor or other
      charges necessitated by the removal and reinstallation of any defective module
      or module part(s)

     

    In
      addition. for a period of twenty (20) years from the shipping date, BSC warrants
      to the original purchaser that its module will produce at !east 80% of the
      rated
      power output at standard test conditions as specified by BSC at the time of
      shipping In the event that the module produces less than 80% of the rated power,
      BSC will at its option either replace the deficient module or provide the
      original purchaser with additional module(s) to make up said
      deficiency.

     

    This
      warranty does not apply to damage
      caused
      by storm, fire, wind, accident. or similar casualty or by improper electrical
      supply. improper installation, careless handing, misuse, or negligence. BSC
      shall not be liable for any consequential or incidental damages to the original
      purchaser or anyone else

     

    This
      warranty and BSC obligations hereunder is expressly in lieu of all other
      warranties including, but on limited to. the implied warranties of
      merchantability and fitness for a particular
      purpose

     

    This
      warranty gives the original purchaser specific legal rights, and there may
      also
      be other applicable rights that vary from location to location.

     

    If
      warranty service is believed to be needed, please contact:

     

     

    Bangkok
      Solar Co.,Ltd.

    187/1
      Raidamn Rd., Lumpinee.

    Pathumwan,
      Bangkok Thailand 10330

    TEL
      0-2651-9221-9. 0-254-4550-9

    FAX.
      0-2253-5973, 0-2253-6028

    E-mail
      . sales@bangkoksolar.com

    http://www.bangkoksolarcom

     

     

    
      The
        original purchaser should retain the receipt or other proof of purchase as
        it
        may be needed to establish rights under this warranty.

       

       

      5