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                                                                 EXHIBIT 10.02


                         Product Manufacturing Agreement
                         -------------------------------


This Product Manufacturing Agreement (this "Agreement") is entered into as of
July 26, 2001 (the "Effective Date"), by and among MSU DEVICES INC., ("MSU")
located at 2901 N. Dallas Parkway, Suite 460, Plano, TX 75093, USA, BIOSTAR
MICROTECH INT'L CORPORATION, ("BIOSTAR") located in 2FL, 108-4, Min-Chuan Road,
Hsin-Tien City, Taipei Hsien, Taiwan.

WHEREAS, BIOSTAR is engaged in the design, and manufacture of internet access
devices;

WHEREAS, pursuant to the Product Design & Development Agreement (the "Product
Design & Development Agreement") entered into as of June 14, 2001 by and among
MSU and BIOSTAR and HIGH MATRIX CORP., MSU has engaged BIOSTAR AND HIGH MATRIX
to develop MSU's Internet Access Device (the "IAD") based on the specifications
set out herein;

WHEREAS, MSU wishes to engage BIOSTAR to manufacture the IAD;

NOW THEREFORE in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties hereto agree as follows:

1.    PRODUCTION

         1.1      MSU agrees that, subject to the terms and conditions of
                  Section 3.1, BIOSTAR shall be the preferred manufacturer of
                  the IAD. BIOSTAR shall be responsible for the production of
                  the IAD from sample run to mass production all in accordance
                  with the specifications and requirements set out in the
                  Product Design and Development Agreement conforming to
                  IPC-A-610 Class 2 workmanship standards and quality standards
                  based on ANSI/ASQC Q900Z-1004 quality systems.

         1.2      During the term of this Agreement MSU shall provided BIOSTAR
                  with written proposed orders (the "Proposed Orders"). The
                  Proposed Orders shall include the number of IADs to be
                  manufactured, any specifications or requirements which are
                  different than those set out in Section 1.1, the required
                  delivery date and a designated location where the IADs are to
                  be delivered.


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         1.3      Subsidiaries designated in writing by MSU from time to time,
                  shall have the right to perform and have the benefit of any
                  part of this Agreement or to discharge any of its obligations
                  under all or part of this Agreement. Notwithstanding any such
                  sub-contracting, MSU shall at all times remain liable to
                  BIOSTAR for all of its obligations under this Agreement and
                  for the acts and omissions of any such Subsidiaries as if they
                  were its own.

         1.4      Notwithstanding the foregoing, MSU can seek an alternate
                  manufacturer if BIOSTAR cannot deliver the IAD according to
                  the terms set out in Section 3.1.

2.    NAMED CUSTOMER LIST

During the term of this Agreement, BIOSTAR (and it's Affiliates) shall be
precluded from designing, developing or manufacturing any internet appliances
similar to or which compete with the IAD on behalf of any Named Customer (as
defined below) or an Affiliate or a Subsidiary of a Named Customer. MSU shall
provide BIOSTAR from time to time with a written list of a maximum of seven
Persons (the "Named Customers"). Initially the Named Customers shall include:
NetSite Communications Ltd., Tandy Corporation/Radio Shack, Rent America,
uDataNet Corporation, PowerOne Corporation and Office Depot Corporation. In the
event that MSU wishes to amend or add to the Named Customers, MSU will provide
written notice to BIOSTAR of the amendment or addition, provided however in no
event shall the new added Named Customers be with Persons with which BIOSTAR
currently has a signed contract and the number of Persons that make up the Named
Customers be greater than seven Persons, and provided further however that a
Named Customer cannot be an existing customer of BIOSTAR on the Effective Date.
BIOSTAR hereby confirms that none of the initial Named Customers are existing
customers of BIOSTAR. For purposes of this Agreement, (i) "Person" shall mean
any individual, corporation, partnership, limited liability company, limited
liability partnership, firm, joint venture, association, joint-stock company,
unincorporated organization, trust, trustee, executor, administrator or other
legal personal representative, regulatory body or agency, government or
governmental agency, authority or other entity howsoever designated or
constituted, (ii) an "Affiliate" of a specified Person, is a Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified, and (iii)
a "Subsidiary" is a Person whom the Named Customer own more than 50% interest
in.

Any failure by BIOSTAR to comply with the requirements of this paragraph shall
result in expense and damage to MSU. MSU has genuinely pre-estimated that it
will suffer losses equal to o [This confidential portion of the exhibit has been
omitted and filed separately with the Securities and Exchange Commission] per
Internet appliance or unit manufactured and delivered to a Named Customer its
Affiliates or Subsidiaries. In the event that BIOSTAR (or it's Affiliates) fails
to comply with the provisions of this

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paragraph, they will pay the o [This confidential portion of the exhibit has
been omitted and filed separately with the Securities and Exchange Commission]
per Internet appliance delivered to the Named Customer, its Affiliates or
Subsidiaries within ten days of such delivery.

BIOSTAR recognizes that the prohibitions contained in this paragraph shall be a
critical component of the business operation of MSU. BIOSTAR acknowledges that
the sums referred to above represent a genuine pre-estimate of the loss to be
incurred by MSU and is not a penalty. BIOSTAR further acknowledges that the sums
referred to in this paragraph represent the liability of BIOSTAR for the failure
to comply with this paragraph only, and shall not serve to limit the liability
of BIOSTAR for breach of any other obligation under this Agreement.

3.    QUOTATION

         3.1        BIOSTAR covenant that the price per IAD unit (the "Unit
                    Price") shall be o [This confidential portion of the exhibit
                    has been omitted and filed separately with the Securities
                    and Exchange Commission] FOB Factory and that such price
                    shall remain in effect until August 15, 2001. After August
                    15, 2001, in the event MSU shall deliver a Proposed Order,
                    BIOSTAR shall prepare and deliver to MSU a written notice
                    (the "Bid") which (i) is in accordance with the specified
                    terms set forth in the Proposed Order, (ii) is at a Unit
                    Price which is the same or lower than that reasonably to be
                    anticipated from any qualified third party, (iii) shall
                    contain a statement that in BIOSTAR's reasonable judgment
                    they have the capability to satisfy the requirements of MSU
                    for the manufacture and supply of the IAD's as set out in
                    the Proposed Order, and (iv) shall take into account any
                    price reductions or increases at the time of the preparation
                    of the Bid in the then prevailing market price for Memory
                    (as defined below); provided that in the event that the Unit
                    Price is greater than o [This confidential portion of the
                    exhibit has been omitted and filed separately with the
                    Securities and Exchange Commission] MSU shall have the right
                    to seek a competing manufacturer and have the IAD
                    manufactured with that manufacturer. In the event that a Bid
                    complies with (i), (ii), (iii) and (iv) of the preceding
                    sentence, within 5 Business Days of the receipt of the Bid,
                    MSU shall provid written notice (a "Confirmation Notice") to
                    BIOSTAR accepting the Bid and formally requesting the
                    manufacture of the number of IADs according to the
                    specifications set out in the Bid.

         3.2        The price of Memory is included in the Unit Price specified
                    in the preceding paragraph; provided that the Unit Price is
                    subject to be changed (even after BIOSTAR has provided MSU
                    with the Bid) upon presentation to MSU of reasonable
                    evidence that the current market price of Memory has changed
                    to a price which is either o [This confidential portion of
                    the exhibit has been omitted and filed separately with the
                    Securities and Exchange Commission] higher or lower then the
                    current market price of Memory reflected in the preparation
                    of the Bid. BIOSTAR shall provide MSU with written notice of
                    any adjustment in the Unit Price within seven (7) Business
                    Days of the receipt of a Confirmation Notice. In no event
                    shall the Unit Price be adjusted under this Section 3.2
                    after the


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                    expiration of the seven (7) Business Day period following
                    the receipt by BIOSTAR of a Confirmation Order.

         3.3        As the Unit Price offered by BIOSTAR herein is based upon
                    the assumption that MSU will manufacture under this
                    Agreement one hundred and twenty thousand (120,000) IAD
                    units on an annual basis, MSU shall use its reasonably
                    commercial efforts to issue Proposed Orders for an aggregate
                    amount of one hundred and twenty thousand (120,000) IAD
                    units each whole year during the term of this Agreement so
                    that BIOSTAR can negotiate with source vendors to reduce
                    various costs associated with the IAD.

4.    DELIVERY

BIOSTAR covenant that the first five thousand (5,000) IADs manufactured pursuant
to this Agreement shall be delivered by the October 1, 2001 provided that the
enclosure of the units can be made available no later than September 15 2001.
The next fifteen thousand (15,000) IADs (after the delivery of the first five
thousand (5,000) IADs) manufactured pursuant to this Agreement shall be
delivered to the destination port designated by MSU in the Proposed Order no
later than eight (8) weeks after the receipt of the first Confirmation Order.
Thereafter BIOSTAR covenants that the IADs manufactured pursuant to this
Agreement shall be delivered to the destination port designated by MSU in the
Proposed Order no later than eight (8) weeks after the receipt of any
Confirmation Order.

BIOSTAR acknowledges and agrees that title to the IADs manufactured pursuant to
this Agreement shall pass to MSU upon delivery to the destination port
designated by MSU in the Proposed Order or Confirmation Notice, as applicable.

MSU, provided it is acting reasonably, may reject IADs which, (a) have been
materially damaged prior to delivery by BIOSTAR, or (b) do not meet, in all
material respects, the specifications provided by MSU and more specifically set
out in the Product Design & Development Agreement or a Proposed Order (the
"Rejected Products").

MSU will notify BIOSTAR in writing of Rejected Products within forty-five (45)
calendar days of their delivery and will return Rejected Products to BIOSTAR
within a further ten (10) calendar days. With respect to any Rejected Product,
MSU will be entitled to the rights and remedies set out in Section 7 with
respect to defective IAD.



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5.    PAYMENT TERMS for MASS PRODUCTION

Within ten (10) Business Days of the receipt by BIOSTAR of a Confirmation Order,
MSU will wire transfer half of the cost of the Memory component to BIOSTAR to
secure the component price (the "Memory Advance Amount").

All payments for IADs manufactured hereunder pursuant to a Confirmation Notice
shall be paid within 30 days from the date the IADs were delivered to MSU as
specified in the Confirmation Notice.

Within five (5) Business Days of the execution of this Agreement by both
parties, MSU shall pay to BIOSTAR by wire transfer of immediately available
funds o [This confidential portion of the exhibit has been omitted and filed
separately with the Securities and Exchange Commission], which amount shall
represent a "good faith" attempt on the part of MSU to provide BIOSTAR with
funds to reduce their costs of manufacturing. BIOSTAR acknowledges that MSU has
prior to the execution of this Agreement advanced BIOSTAR o [This confidential
portion of the exhibit has been omitted and filed separately with the Securities
and Exchange Commission] to ensure delivery of the prototype of the IAD under
the Product Design & Development Agreement prior to July 26, 2001.

Within five (5) Business Days of the receipt by BIOSTAR of a Confirmation Order,
MSU shall deliver to BIOSTAR a letter of credit issued upon a major bank in the
United States to secure payments of amounts due hereunder, in an amount equal to
the amount payable for the IADs set out in such Confirmation Order less the
Memory Advance Amount.

6.    Mechanical Design and Tooling Charge and Payment Terms

         6.1      In addition to the manufacturing fees per unit as set out
                  either in section 3 or any Bid or any Confirmation Notice, MSU
                  agrees to pay BIOSTAR o [This confidential portion of the
                  exhibit has been omitted and filed separately with the
                  Securities and Exchange Commission] for the ID design,
                  mechanical design and tooling (the "ID Mechanical Design
                  Fee"). BIOSTAR shall use its reasonable commercial efforts
                  to have LiteOn refund the ID Mechanical Design Fee.

         6.2      MSU agrees that the ID Mechanical Design Fee shall be paid by
                  wire transfer of immediately available funds in three
                  installments as follows:

                  (1)      Within three (3) Business Days of the execution of
                           this Agreement by both parties, MSU shall pay by wire
                           transfer o [This confidential portion of the exhibit
                           has been omitted and filed separately with the
                           Securities and Exchange Commission] to BIOSTAR;

                  (2)      Within three (3) Business Days of the receipt of
                           written notice from BIOSTAR of the completion of the
                           ID tooling, MSU shall pay by wire transfer o [This
                           confidential portion of the exhibit has been omitted
                           and filed separately with the Securities and Exchange
                           Commission] to BIOSTAR; and



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                  (3)      Within three (3) Business Days of the receipt of
                           written notice from BIOSTAR of the successful
                           completion of the mechanical design and tooling test,
                           MSU shall pay by wire transfer o [This confidential
                           portion of the exhibit has been omitted and filed
                           separately with the Securities and Exchange
                           Commission] to BIOSTAR.

                  For purposes of this Agreement, "Business Day" means any day
                  (other than a day which is a Saturday, Sunday or legal holiday
                  in the State of New York) on which banks are open for business
                  in The City of New York.

7.    WARRANTY

         7.1      BIOSTAR warrants, that: (a) the IAD will be free from defects
                  in workmanship for an initial period of six (6) months from
                  the date on which the IADs are delivered to MSU (the "Full
                  Warranty Period"), (b) the IAD's electrical components will be
                  free from defects in workmanship for an initial period of
                  twelve (12) months from the date on which the IADs are
                  delivered to MSU (the "Electrical Component Warranty Period"),
                  (c) the Products will be assembled and supplied in accordance
                  with the terms of the Product Design and Development
                  Agreement, and the terms set out in Section 1.1 herein and (d)
                  the services hereunder, if any, will be performed in a
                  workmanlike manner. Any IAD that does not meet the warranty
                  described in this Section is referred to herein as a
                  "defective IAD", and the failure is herein called a "defect".

         7.2      With respect to defects in workmanship, for the Full Warranty
                  Period, all the IADs with defects will be, at the option of
                  BIOSTAR, which option shall be exercised on commercially
                  reasonable grounds, and at BIOSTAR's cost, repaired or
                  replaced, or MSU shall be refunded or credited the unit price
                  of the defective IAD; provided that for the six month period
                  following the Full Warranty Period all the IADs with defects
                  will be repaired by BIOSTAR at BIOSTAR's cost but such costs
                  shall exclude any labor costs of BIOSTAR associated with the
                  repair of the defective IAD. During the Electrical Component
                  Warranty Period, any defect that is related to the IAD's
                  electrical components will be, at the option of BIOSTAR, which
                  option shall be exercised on commercially reasonable grounds,
                  and at BIOSTAR's cost, repaired or replaced, or MSU shall be
                  refunded or credited the unit price of the defective IAD.

         7.3      All returned IADs shall include documentation describing the
                  nature of the defect. MSU will pay for the return of the
                  defective IAD to BIOSTAR's designated premises in Los Angeles,
                  USA (or if the IADs are in Europe, Hilden, Germany). BIOSTAR
                  will pay for the redelivery of the repaired or replaced to a
                  location designated in writing by MSU.



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         7.4      NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NOTHING IN THIS
                  AGREEMENT IN ANY WAY LIMITS OR EXCLUDES to BIOSTAR'S LIABILITY
                  FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE NOR
                  ANY LIABILITY FOR BREACH OF ANY TERM IMPLIED BY STATUTE TO THE
                  EXTENT THAT SUCH IMPLIED TERMS CANNOT BY LAW BE LIMITED OR
                  EXCLUDED.

         7.5      DISCLAIMER; LIMITATION OF LIABILITY FOR DEFECTIVE PRODUCTS.
                  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND SUBJECT TO
                  ANY RIGHTS MSU OR ITS CUSTOMERS MAY HAVE UNDER LAW THAT CANNOT
                  BE EXCLUDED UNDER THIS AGREEMENT, BIOSTAR MAKES NO OTHER
                  WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND
                  COMPONENTS, THEIR MERCHANTABILITY OR THEIR FITNESS FOR A
                  PARTICULAR PURPOSE. EXCEPT AS OTHERWISE PROVIDED HEREIN,
                  BIOSTAR'S SOLE AND EXCLUSIVE LIABILITY AND MSU'S SOLE AND
                  EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCTS DURING THE WARRANTY
                  PERIOD SHALL BE AS SET FORTH IN SECTION 7.


8.    CONFIDENTIALITY

         8.1      BIOSTAR acknowledges that (i) all of the engineering data
                  sheets and specification list which MSU submitted to BIOSTAR
                  for engineering purpose and (ii) all of the design related
                  data sheets created by BIOSTAR for this specific project,
                  constitute valuable confidential information of MSU and shall
                  form part of the Confidential Information as defined below.

         8.2      Each party agrees that all confidential information (whether
                  oral, written or digital) it obtains from the other party
                  under this Agreement, including, without limitation,
                  technology, trade secrets, patent applications, and business,
                  technical and financial information ("Confidential
                  Information") is Confidential Information of the disclosing
                  party (the "Disclosing Party"). The receiving party (the
                  "Receiving Party") agrees to (i) keep the Disclosing Party's
                  Confidential Information confidential and not disclose the
                  Disclosing Party's Confidential Information to any third party
                  without the prior written consent of the Disclosing Party,
                  (ii) use the Disclosing Party's Confidential Information only
                  as necessary to perform its obligations under this Agreement,
                  (iii) use at least the same degree of care in keeping the
                  Disclosing Party's Confidential Information confidential as
                  its uses for its own confidential information of a similar
                  nature, and (iv) limit access to the Disclosing Party's


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                  Confidential Information to its officers, directors, agents,
                  professional advisors, contractors and employees who have a
                  need to have access to the Confidential Information to perform
                  their employment obligations.

         8.3      The Receiving Party may use or disclose the Disclosing Party's
                  Confidential Information to the extent such use or disclosure
                  is reasonably necessary to comply with this Agreement,
                  applicable governmental regulations or court order, provided
                  that the Receiving Party provides reasonable advance written
                  notice to the Disclosing Party of any such disclosure, uses
                  its reasonable efforts to secure confidential treatment of the
                  Disclosing Party's Confidential Information prior to
                  disclosure (whether through protective orders or otherwise)
                  and discloses only the minimum amount of information necessary
                  to comply with such requirements.

         8.4      Notwithstanding anything else in this Agreement to the
                  contrary, the obligations contained in this Section 8 are to
                  remain in effect perpetually.

         8.5      The foregoing agreements and covenants set forth in this
                  paragraph will be construed as being an agreement independent
                  of any other provisions in this Agreement. The existence of
                  any claim or cause of action of a party against the other
                  party, whether predicated on this Agreement or otherwise,
                  shall not constitute a defence to the enforcement by that
                  party of any of the covenants and agreements of this
                  paragraph. Each of the parties hereto acknowledge that its
                  failure to comply with the provisions of this paragraph will
                  cause irreparable harm to the other party which cannot be
                  adequately compensated for in damages, and accordingly
                  acknowledges that the other party will be entitled, in
                  addition to any other remedies available to it, to
                  interlocutory and permanent injunction relief to restrain any
                  anticipated, present or continuing breach of this Agreement.

         8.6      The obligations contained in section 8.5 shall not apply,
                  however, to any information which:

                  a)       the Receiving Party can demonstrate, is already in
                           the public domain or becomes available to the public
                           through no breach by the Receiving Party of this
                           Agreement;

                  b)       was in the Receiving Party possession prior to
                           receipt from the Disclosing Party as proven by its
                           written records;

                  c)       is independently developed by the Receiving Party as
                           proven by its written records;

                  d)       is approved for release by the written agreement of
                           the Disclosing Party.



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9.    TERM and TERMINATION

         9.1      This Agreement shall commence as of the Effective Date and
                  shall continue in effect for a period of one (1) year, unless
                  terminated earlier pursuant to this Agreement. If either party
                  fails to notify the other party in writing one (1) month prior
                  to the expiration of this Agreement, this Agreement shall be
                  deemed to extend for one (1) more year automatically.

         9.2      This Agreement may be terminated by either party immediately
                  upon the occurrence of any of the following events:

                  (1)      if the other party breaches any material provision of
                           this Agreement and fails to cure such breach within
                           thirty (30) days after receiving written notice from
                           the non-breaching party describing such breach; or

                  (2)      if the other party seeks protection under any
                           bankruptcy, receivership, trust deed, creditors
                           arrangement, composition or comparable proceeding, or
                           if any such proceeding is instituted against the
                           other (and not dismissed within ninety (90) days).

         9.3      BIOSTAR may terminate this Agreement if (i) MSU fails to place
                  Proposed Orders for an aggregate amount of one hundred and
                  twenty thousand IADs (120,000) within one year of the
                  Effective Date; and (ii) except as set out in Section 1.3, MSU
                  violated the provision of Section 1.1 by authorizing another
                  company to manufacture the IAD, notwithstanding BIOSTAR's
                  compliance with Section 3.1.

10.   GOVERNING LAW AND JURISDICTION

         10.1     This agreement shall be governed by and construed in
                  accordance with the laws of the state of New York.

         10.2     If a party hereto shall default (and shall not have cured such
                  default within any applicable cure periods provided for
                  herein) in any of its obligations under this Agreement, the
                  aggrieved party may proceed to protect and enforce its rights
                  in accordance with paragraph 10.3, whether for the specific
                  performance of any term contained in this Agreement or for an
                  injunction against the breach of any such term or in
                  furtherance of the exercise of any power granted in this
                  Agreement, or to enforce any other legal or equitable right of
                  such Party or to take any one or more of such actions.



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         10.3     All disputes, disagreements, controversies, questions or
                  claims arising out of or relating to this Agreement, including
                  with respect to its formation, execution, validity,
                  application, interpretation, performance, breach, termination
                  or enforcement ("Disputes"), shall be determined by
                  arbitration administered by the American Arbitration
                  Association under its Commercial Arbitration Rules then in
                  effect, provided that:

                  (i)      any hearing in the course of the arbitration shall be
                           held in English in New York, New York;

                  (ii)     the number of arbitrators shall be one, and the
                           arbitrator shall be selected by the parties to the
                           arbitration (the "parties"), provided that if the
                           parties cannot agree on the arbitrator, Judicial
                           Arbitration and Mediation Services shall select the
                           arbitrator;

                  (iii)    prior to the appointment of the arbitrator, the
                           parties may apply to the courts for interim relief. A
                           request for interim relief by a party to a court
                           shall not be considered to be incompatible with this
                           paragraph 10.3 or as a waiver of this provision;

                  (iv)     any award or determination of the arbitrator shall be
                           final and binding on the parties and there shall be
                           no appeal on any ground, including, for greater
                           certainty, on the ground of alleged errors of law;

                  (v)      the arbitrator shall not, without the written consent
                           of all parties, retain any expert;

                  (vi)     an arbitrator may apportion the costs of the
                           arbitration, including the reasonable fees and
                           disbursements of the parties, between or among the
                           parties in such manner as the arbitrator considers
                           reasonable;

                  (vii)    judgement on the award rendered by the arbitrator may
                           be entered in any court having jurisdiction thereof;

                  (viii)   all awards for the payment of money shall include
                           prejudgment and postjudgment interest calculated in
                           accordance with the CPLR; and

                  (ix)     all matters in relation to the arbitration shall be
                           kept confidential to the full extent permitted by
                           law, and no individual shall be appointed as an
                           arbitrator unless he or she agrees in writing to be
                           bound by this dispute resolution provision.



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         10.4     No remedy referred to herein is intended to be exclusive, but
                  each shall be cumulative and in addition to any other remedy
                  referred to above or otherwise available to any Party. No
                  express or implied waiver by any Party of any default shall be
                  a waiver of any future or subsequent default.

11.   INDEMNIFICATION

Each party ("Indemnifying Party") shall indemnify, defend and hold harmless the
other party, and its officers, directors, employees and agents ("Indemnified
Party"), from and against all loss, harm and liability, including, without
limitation, all costs, damages, settlements, claims, suits and expenses incurred
by any Indemnified Party arising out of any claim that Indemnifying Party's
products, materials, instructions, intellectual property or technology infringes
any third party's intellectual property rights; provided that the Indemnified
Party provides the Indemnifying Party with prompt written notice of any claim
for which it seeks indemnification under this Section 11, the Indemnifying Party
shall have sole control of the defense and any settlement of any such claim, and
the Indemnifying Party shall reasonably cooperate and provide reasonable
assistance in connection with the defense or settlement of any such claim.

12.   GENERAL PROVISIONS.

         12.1     Amendment and Waiver. Except as expressly provided herein, no
                  provision of this Agreement may be amended or waived without
                  the prior written consent of the parties hereto. No waiver of
                  any provision of this Agreement shall constitute a waiver of
                  any other provision nor shall any waiver of any provision of
                  this Agreement constitute a continuing waiver unless otherwise
                  expressly provided. The failure of either party to enforce its
                  rights under this Agreement at any time for any period shall
                  not be construed as a waiver of such rights.

         12.2     Assignment. Neither party may transfer or assign (i) this
                  Agreement or (ii) the rights or obligations under this
                  Agreement (by operation of law or otherwise), without the
                  prior written consent of the other party, except that no such
                  consent shall be required for any assignment of this Agreement
                  or all (but not less than all) of the rights or obligations
                  under this Agreement, provided that such assignment is made to
                  a person who prior to or concurrently with the assignment
                  acquires, in any manner including in the course of realization
                  of a pledge or other security interest, all or substantially
                  all of the assets and business of such party; and provided
                  further that the assignee, including the lender or other
                  obligee, agrees in writing with the non assigning party that
                  it is bound by the obligations of the assignor contained in

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                  this Agreement. The terms and conditions of this Agreement
                  shall bind and inure to each party's respective successors and
                  permitted assigns.

         12.3     Severability. If any provision of this Agreement is held to be
                  illegal or unenforceable, that provision shall be limited or
                  eliminated to the minimum extent necessary so that this
                  Agreement shall otherwise remain in full force and effect and
                  enforceable and the parties shall engage in good faith
                  negotiations to replace the provision declared invalid or
                  unenforceable with an enforceable provision, the economic and
                  commercial effect of which comes as close as possible to that
                  of the invalid or unenforceable provision that it replaces.

         12.4     Relationship of Parties. The parties hereto expressly
                  understand and agree that the other is an independent
                  contractor in the performance of each and every party of this
                  Agreement and is solely responsible for all of its employees
                  and agents and its labor costs and expenses arising in
                  connection therewith. The parties are not partners, joint
                  venturers or otherwise affiliated and neither has any right or
                  authority to bind the other in any way.

         12.5     Use of Name. EITHER PARTY SHALL NOT USE OR APPROPRIATE THE
                  OTHER PARTY'S COMPANY NAME, BRAND NAME, OR DIRECTOR'S OR
                  EMPLOYEE'S NAME UNLESS OTHERWISE OBTAIN THE OTHER PARTY'S
                  PRIOR WRITTEN CONSENT OR LICENSE.

         12.6     Force Majeure. Except in connection with payment obligations,
                  neither party shall be liable or responsible to the other nor
                  be deemed to have defaulted under or breached this Agreement
                  for any failure or delay in the performance of any or all of
                  its obligations under this Agreement caused by or resulting
                  from Force Majeure or delay in acting by any governmental
                  authority or the other party hereto for so long as such
                  circumstances exist and continue to prevent that party's
                  performance. Each of the parties agrees to give notice
                  immediately to the other upon becoming aware of a Force
                  Majeure event. MSU shall have the right to terminate this
                  Agreement with immediate effect by serving written notice on
                  BIOSTAR where a Force Majeure event causes a failure or delay
                  in BIOSTAR's performance of any or all of its obligations
                  hereunder in a material manner for a period longer than 60
                  days. For purposes of this Agreement, "Force Majeure" shall
                  mean acts of God and the public enemy; the elements; fire;
                  typhoon; accidents; vandalism; sabotage; breakdowns or
                  accident to equipment; power failure; failure, delay or
                  disruption of transportation facilities; any laws, orders,
                  rules, regulations, acts or restraints of any government or
                  governmental body or authority, civil or military, including


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                  the orders and judgments of courts; and any other cause of any
                  kind whatsoever not reasonably within the control of a party
                  hereto.

         12.7     Remedies. Except as otherwise expressly stated in this
                  Agreement, the rights and remedies of a party set forth herein
                  with respect to failure of the other to comply with the terms
                  of this Agreement (including, without limitation, rights of
                  full termination of this Agreement) are not exclusive, the
                  exercise thereof shall not constitute an election of remedies
                  and the aggrieved party shall in all events be entitled to
                  seek whatever additional remedies that may be available in law
                  or in equity.

         12.8     Headings. Headings and captions are for convenience only and
                  are not to be used in the interpretation of this Agreement.

         12.9     Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original but all of which
                  together shall constitute one and the same instrument.

         12.10    Additional Documents and Acts; Time of Essence. Each party
                  agrees to execute and deliver such additional documents and
                  instruments and to perform such additional acts as may be
                  necessary or appropriate to effectuate, carry out and perform
                  all of the terms and conditions of this Agreement and the
                  transactions contemplated by this Agreement. Time is of the
                  essence of this Agreement.

         12.11    Entire Agreement. The parties agree that this Agreement and
                  the Product Design and Development Agreement, together with
                  any exhibits hereto and thereto, constitutes the entire
                  understanding and agreement with respect to the subject matter
                  hereof and supersedes all prior proposals, oral or written,
                  all negotiations, conversations, promises or discussions
                  between or among parties relating to the subject matter of
                  this Agreement and all past dealing or industry custom.



                                       13
<PAGE>



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date first set forth above.

For and On Behalf of:                         For and On Behalf of


BIOSTAR                                       MSU DEVICES INC.
MICROTECH INT'L CORP.


By: /s/ Jiasen Wang                           By: /s/ Pritesh M. Patel
    ------------------------------------      -------------------------------
    Name: Jiasen Wang                            Name: Pritesh M. Patel
    Title :  Vice President/ IA Division         Title:  Vice President/ C.T.O.