<PAGE>

                                                                    EXHIBIT 10.4

                 AMENDMENT TO PRODUCTION AND SUPPLY AGREEMENT


This Amendment ("Amendment") is made as of the 30 day of October 2000 by and
between Dade Behring Marburg GmbH, successor company to Behring Diagnostics GmbH
("Dade") and Messer Cutting and Welding AG, successor to Messer Griesheim
Schweisstechnik GmbH & Co.  ("Messer").

                                   Preamble

A.   Dade and Messer have entered into a Production and Supply Agreement dated
     September 29, 1997 (the "Agreement"), pursuant to which Dade has agreed to
     purchase certain Products from Messer, and pursuant to which the parties
     have agreed to certain terms relating to development of new products and
     technological advances affecting the existing Products.

B.   Dade wishes to take steps to ensure the performance of Messer under the
     Agreement and to gain greater control over the manufacture of certain
     Products; in particular the BN Prospec which is currently manufactured for
     Dade solely by Messer.

C.   Dade and Messer wish to amend the terms of the Agreement in accordance with
     the terms of section 17.6 thereof.

D.   Capitalised terms used and not otherwise defined herein shall have the same
     meanings as are ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of Dade's agreement to forbear from exercising
certain rights under the Agreement based on Messer's performance thereunder,
Dade's agreement to maintain Messer as manufacturer for other Products, and the
mutual promises made herein, the parties hereby agree as follows:

                                   Article 1
                     Transition of  Products Manufacturing

1.1  Dade and Messer agree that manufacture of the Product BN Prospec, which is
     currently manufactured by Messer at its Schwalbach facility, shall be
     transferred to Dade's facility in Brookfield, United States of America, on
     or near June 30, 2001. Transition procedures include activities relating to
     training, transfer of know-how, scale-up, and parts supply, all as more
     fully described on Schedule 1 attached hereto. Each of such procedures
     shall be completed by the date specified on Schedule 1 and Messer agrees
     that failure to meet such milestones shall, absent an express waiver from
     Dade, constitute a breach of the Agreement as amended hereby, if such
     failure has a material adverse effect on the transition process. Such
     milestone dates may be adjusted from time to time as the parties may agree,
     provided, however, that such adjustments shall not be construed as
     permitting Messer to delay the transfer. After such transfer is complete,
     Messer shall cease all production of BN Prospec and the Brookfield facility
     shall be the sole manufacturer and supplier to Dade of BN Prospec.

1.2  Notwithstanding the target dates established in section 1.1 above and on
     Schedule 1, Dade shall determine in its sole discretion when the transfer
     of manufacture of BN Prospec to Brookfield shall be completed.  Dade and
     Messer agree to jointly create a detailed transition plan within ninety
     (90) days of the date of this Agreement.
<PAGE>

1.3  Dade agrees and guarantees that Messer shall have the right to produce all
     of Dade's requirements for BN Prospec for the Year 2000.  Dade further
     agrees that Messer shall have the right to produce at least fifty percent
     (50%) of Dade's requirements for the Year 2001 (the latter estimated to
     consist of 200 units), provided that Messer meets its milestones as set
     forth on Schedule 1.  Failing this, Dade shall have the option to reduce
     Messer's production to thirty percent (30%) of Dade's requirements for BN
     Prospec, subject in each case to the terms of the Agreement as amended
     hereby.

1.4  Dade expressly reserves the right to transfer the manufacture of any other
     Products currently manufactured by Messer to other facilities if Messer
     fails to meet its quality and continuity of supply obligations pursuant to
     the Agreement or this Amendment, including, without limitation, its
     obligations pursuant to section 4.4 hereof.

1.5  In addition to, and not in limitation of, the foregoing, Dade shall have
     the option to transfer the manufacture of the Product known as Behring
     Coagulation System (BCS) from Messer to Brookfield at any time after
     December 31, 2003.

1.6  Messer agrees to provide to Brookfield or any other facility designated by
     Dade spare parts and components for BN Prospec and any other transferred
     Products as required and ordered by Dade from time to time.  Prices for
     such spare parts and components shall be in accordance with the terms of
     section 7 of this Amendment.

1.7  Dade agrees to purchase from Messer, and Messer agrees to provide to Dade,
     all material that Messer itself has purchased for use in 2001 in connection
     with BN Prospec manufacturing and spare parts requirements, at Messer's
     cost less the amount required by Messer to manufacture certain quantities
     of instruments; provided, however, that all such material shall be useable
     and the purchased quantities shall be generally in line with Dade forecasts
     made to Messer.


                                   Article 2
                         Products Remaining at Messer

2.1  All Products other than BN Prospec which are currently manufactured by
     Messer pursuant to the Agreement and set out on Annex 1.1(a) thereto shall
     continue to be manufactured by Messer through the life of the respective
     Products or as otherwise agreed by Dade and Messer; subject, however, to
     the additional terms set out below.

2.2  The reference to the Behring Nephelometer 100 (BN 100) is hereby deleted
     from Annex 1.1(a) to the Agreement. The reference to New Small Analyzer
     (NSA) is hereby also deleted from Annex 1.1(a) as this is an earlier
     designation for BN Prospec. The references to Behring Elisa Processor II
     Plus (BEP II Plus) and Behring Fibrintimer A (BFA) shall remain on Annex
     1.1(a), but the parties acknowledge and agree that production of these
     products has ceased and only refurbishment and re-manufacturing work is
     carried out from time to time with respect thereto.

2.3  Dade agrees that Messer shall be its exclusive supplier of category II sub-
     assemblies, each as more fully described on Schedule 2 attached hereto, for
     a minimum period of three (3) years from the date of this Amendment,
     subject to (i) Messer's  timely meeting of the milestones set forth on
     Schedule 1 and (ii) Messer's continuing to meet its quality and continuity
     of supply obligations pursuant to the Agreement as amended hereby. In the
     event of such failure(s) by Messer, provided that such failure has a
                                         --------------------------------
     material adverse effect on the transition process or the implementation of
     --------------------------------------------------------------------------
     the Agreement as amended hereby, Dade shall have the option of reducing
     -------------------------------
     such three-year commitment for production of the category II sub-assemblies
     to any shorter period as it shall deem appropriate.  Dade shall have the
     option at the end of such period, whether it be three (3)

                                       2
<PAGE>

     years or less, to transfer manufacture and supply of these sub-assemblies
     to Brookfield, to another facility or facilities, or to an outside supplier
     in its sole discretion.

2.4  The reference to New Small Analyzer (NSA) in Annex 7.2 to the Agreement is
     hereby deleted.


                                   Article 3
                       Transition Support for BN Prospec

3.1  Messer shall use its best efforts to provide all necessary or desirable
     assistance and support to Dade relating to the transfer of know-how,
     practices and information as contemplated by Articles 1 and 2 of this
     Amendment.

3.2  Further to section 3.1 above, Messer agrees to provide Dade with all
     relevant documentation and other materials  necessary or desirable in
     connection with the transition of manufacturing to Brookfield.  Such
     documentation shall include, without limitation, drawings, specifications,
     manufacturing details, instructions, test procedures, supplier
     specifications, supplier listings, SOPs, process instructions, and any
     other relevant supplier information whether owned by Dade or by Messer.

3.3  Messer agrees to duplicate all manufacturing test fixtures, jigs or other
     equipment required for manufacturing of the transferred Products and to
     provide these to Dade at the Brook field or any other designated facility.

3.4  Messer agrees to provide specialist personnel as appropriate to assist in
     the transfer of know-how to Dade and to train Brookfield personnel either
     at Brookfield or at Schwalbach as the parties may agree.

3.5  Each of the undertakings described in this Article 3 shall be billed to
     Dade at the level of Messer's cost; provided, however, that the total
     amount billed to Dade for the same shall not exceed $300,000, with the sole
     exception that Dade shall pay for costs incurred by Messer above the
                         -----
     $300,000 threshold if such additional costs are directly attributable to
     Dade's failure to meet an agreed deadline pursuant to this Amendment and if
     such delay has a material adverse effect on Messer's transition support
     costs.

3.6  Notwithstanding the provisions of section 3.5 above, if Dade is able to
     provide new business as described in Article 6 hereof, then Messer shall
     absorb the costs described in sections 3.2 and 3.4 above.  The costs
     described in section 3.3 above shall be absorbed by Dade (subject to
     section 3.5) regardless of its provision of new business as described in
     Article 6.2.

3.7  Subject to Section 4.4 below, all of the transition support services
     referred to in this Article 3, and the costs and obligations incurred in
     connection therewith, relate exclusively to BN Prospec.

                                       3
<PAGE>

                                   Article 4
                          Ongoing Messer Obligations

4.1  Messer agrees to maintain an effective manufacturing environment that is
     fully compliant with all governmental regulations in support of the
     activities contemplated by the Agreement and this Amendment.  To this end,
     Messer guarantees that Messer's Schwalbach Plant will remain fully
     operational for a period lasting at least through December 31, 2004,
     provided that Dade's business with Messer amounts to at least 15 million DM
     in 2003 and 10 million DM in 2004, including in each case all instrument
     and parts purchases.  If such levels are not maintained and Messer
     therefore decides to close the Schwalbach Plant, it shall provide Dade with
     prior written notice equal to the period covered by Dade's then-current
     volume forecast or eighteen (18) months, whichever is shorter.  In
     addition, in such case, the same terms expressed in section 4.3 for
     shutdown after December 31, 2004 shall apply to shutdown prior to December
     31, 2004 pursuant to this section 4.1.

4.2  Regardless of volume reductions in Dade's business with Messer and
     notwithstanding section 4.1 above, in no event shall the Schwalbach Plant
     be closed earlier than December 31, 2003, provided that Dade's business
     with Messer amounts to at least 15 million DM in 2002.

4.3  In the event of a shutdown of Messer's Schwalbach Plant after December 31,
     2004, provided that manufacturing for Dade is still carried out at the
     Plant, the existing terms of the Agreement, as modified by this Amendment,
     regarding notification and transition support shall apply.  In addition,
     Messer expressly agrees and acknowledges that all costs of such shutdown
     shall be at Messer's expense.  Such costs include, without limitation,
     payment of retention bonuses, severance, relocation costs, scrap, lease
     costs, and unabsorbed overhead.

4.4  Messer agrees and guarantees to maintain a high quality of production and
     continuity of supply in support of each of the activities contemplated by
     the Agreement and this Amendment.  Provided that Messer fails to meet its
     obligations pursuant to the preceding sentence and that such failure has a
     material adverse effect on the transition process or the implementation of
     the Agreement as amended hereby, Dade shall have the option of transferring
     any other manufacturing then carried out by Messer for Dade to any other
     facility or facilities selected by Dade unless Messer is able to remedy the
     situation within ninety (90) days of receipt of written notice thereof. In
     such event, Messer shall be obliged to support the transfer of any Products
     according to the same terms as are set forth in Article 3 with respect to
     BN Prospec.  With respect to its specific obligations under this section
     4.4, Messer shall maintain its level of performance (including both product
     delivery and field reliability) at a level at least equal with its levels
     for the same quarter during 1999 (subject to the permitted monthly
     deviations set forth in section 4.1 of the Agreement). It shall be Messer's
     responsibility to demonstrate, at quarterly intervals, commencing three (3)
     months from the date of signature of this Agreement, that its performance
     post-1999 is at least equal with its  performance for the respective
     quarter of 1999, as approved by Dade.

4.5  Messer expressly agrees to do everything within its power to prevent any of
     its obligations under the Agreement or this Amendment from being
     jeopardised, compromised or unfulfilled in any way as a result of work
     force, labour union, or personnel difficulties at the Messer Schwalbach
     facility or any other location utilised by Messer in connection therewith.
     In addition, Messer  agrees, whenever a situation exists which is likely to
     result in production or supply interruption, to provide Dade with  written
     reports summarising its current relationship with its works councils and
     describing in detail the circumstances leading to such situation. Included
     in each such report shall be a detailed statement by Messer regarding its
     actions taken or proposed to be taken to remedy any existing or foreseen
     difficulties.

4.6  In order to facilitate Dade's assessment of Messer's performance under the
     Agreement as amended hereby, Messer shall, no later than three (3) business
     days prior to each scheduled quarterly meeting of the parties (as the same
     are provided for in section 4.1 of the Agreement), provide to Dade a
     written report setting forth manufacturing details, production volume,
     anticipated delays, and such other information as Dade shall request with
     respect to each of the Products manufactured and/or supplied by Messer to
     Dade during the immediately preceding full calendar quarter and the current
     calendar quarter to date. The parties agree

                                       4
<PAGE>

     to use the occasion of their scheduled quarterly meetings to resolve any
     issues identified in such reports, as well as to determine rolling
     forecasts for Products in accordance with section 4.1 of the Agreement.

4.7  Messer shall maintain complete, clear and accurate books and records
     documenting all activities regarding its performance under the Agreement as
     amended hereby to the extent necessary to enable Dade and its auditors and
     examiners to conduct audits and examinations of bills and invoices
     submitted to Dade.  During the term of the Agreement and for three (3)
     years afterward, Dade may, upon at least two (2) weeks' written notice,
     have its duly authorised representatives, agents or accountants examine
     such books and records and conduct such other reasonable investigations for
     the purposes of determining the accuracy of Messer's charges billed to or
     paid by Dade. All such audits and examinations shall be conducted during
     normal business hours and in a manner that does not unreasonably interfere
     with Messer's business operations.  If any such audit discloses that Messer
     overbilled Dade by more than five percent (5 %) and that Dade actually paid
     such excess amount,  then Messer shall pay to Dade the costs of such audit
     or the amount by which Messer was overpaid by Dade, whichever is greater.

4.8  Messer shall continue to be responsible for warranty costs for instruments
     or parts it produces as per sections 12.2 and 12.3 of the Agreement.  At
     the point when Messer ceases to produce BN Prospec instruments for Dade, it
     shall no longer be responsible for warranty costs for such instruments. At
     the point when full manufacture of BN Prospec instruments and spare parts
     transfers to Dade's Brookfield facility from Messer's Schwalbach facility,
     the parties will enter into an agreement relating to Messer's obligation
     for instruments and spare parts it produced through the term of the then
     existing warranty period.  The parties hereby agree, without now selecting
     one option over the other or excluding either one of them, that the
     following are to be options for such agreement:

     (a) Messer continues to process all defective material under warranty
     returned to it by Dade, and to repair or replace, as necessary, such
     material in line with its then current practices; and

     (b) At the point when its infrastructure for supporting BN Prospec is no
     longer viable, Messer reimburses Dade for all warranty costs, on an event
     basis or by means of lump sum payment based on an estimate of future
     warranty costs jointly developed by the parties.

4.9  Whenever the quality of a Product supplied hereunder or under the Agreement
     is deficient and is attributable to Messer workmanship, parts, or a Messer
     supplier, Messer shall be liable to Dade therefor.  Messer shall in such
     case observe all of its applicable warranty obligations  under the
     Agreement and this Amendment.


                                   Article 5
                         Excess and Obsolete Materials

5.1  As of the date of this Amendment, Dade shall be responsible for the costs
     of any excess material (that is not reasonably usable) which results from
     specific Dade forecasts which have turned out to be substantially greater
     than actual Dade purchases from Messer.

5.2  As of the date of this Amendment, Dade shall also be responsible for
     obsolescence costs which result directly from any design changes originated
     by Dade and  in connection with which a strategy of using up existing stock
     was expressly rejected by Dade.

5.3  Dade shall only be responsible for the costs described in sections 5.1 and
     5.2 above if Messer notifies Dade of such costs, and provides documentation
     reasonably satisfactory to Dade in support thereof, within one hundred and
     eighty (180) days of such cost occurrence.

5.4  All other costs related to excess or obsolete materials shall be borne by
     Messer.

                                       5
<PAGE>

5.5  This Amendment shall render null and void, and Messer hereby expressly
     waives, any other claims by Messer against Dade for costs of excess or
     obsolete material, which claims are based on facts existing or events
     occurring prior to the date of this Amendment.


                                   Article 6
                                 New Business

6.1  Dade agrees to use its reasonable efforts to assist Messer in finding new
     business for the Schwalbach Plant by acting as a reference if requested by
     Messer, or by providing Messer with information about potential new
     business about which Dade may become aware.

6.2  If Dade is able to provide Messer with incremental new refurb business in
     an amount of US$ 1 million or more per year for the years 2001 and 2002,
     then Messer agrees to absorb the full costs and expenses described in
     section 3.5 hereof.


                                   Article 7
                                    Pricing

7.1  Messer agrees and guarantees to Dade that there shall be no increase in
     prices for manufacture and supply of Products (including all Instruments,
     Spare Parts, sub-assemblies and refurbs) over the prices in effect as of
     the date of this Amendment  until December 31, 2002.  Thereafter,  the
     terms of the Agreement as amended by this Amendment shall apply with
     respect to price adjustments.

7.2  Notwithstanding the foregoing, the existing pricing terms may be adjusted
     otherwise by the parties as follows:

     a. Spare Parts for BN Prospec shall be negotiated at prices lower than
     those in effect currently;

     b. Prices may be adjusted with respect to certain purchase discounts where
     such discount is predicated on a certain purchase volume and such volume is
     reduced from 2000 levels by twenty percent (20%) or more;

     c. If the direct cost of Spare Parts to Messer increases due to loss of
     volume discounts or end of life substitution, and such costs are proved to
     be attributable to Dade, then Dade shall agree to price adjustments
     proportional to such increases, until December 31, 2002, for cost increases
     greater than eight percent (8%);

     d. The existing volume/price reduction terms still apply for BN Prospec;

     e. Prices may be increased based on documented price increases for the
     purchased personal computers  which accompany Dade's ordered Instruments;

     f. Messer and Dade agree to continue work on value engineering and
     successful results from such work shall be shared on a 50-50 basis by the
     two parties;

     g. Direct purchase costs may be increased in line with specific engineering
     changes initiated by Dade Engineering, if such changes actually and
     directly result in higher manufacturing costs.  The occurrence of such
     increased costs shall be determined as follows:  Messer shall compile and
     implement engineering changes initiated by Dade Engineering and,
     periodically, negotiate increased prices with Dade's Purchasing Department
     based on the collective cost increase resulting from such engineering
     changes as calculated for the period in question.


                                   Article 8

                                       6
<PAGE>

                Additional Remedies and Performance Guarantees

8.1  Messer acknowledges that one of the business objectives behind Dade's
     decision to enter into this Amendment is to ensure and optimise Messer's
     manufacturing and supply obligations under the Agreement. To this end, in
     addition to any other remedies Dade has under the Agreement or this
     Amendment, the parties agree to implement a liquidated damages program
     ("Liquidated Damages") in the event of Messer's failure to adequately
     perform. Messer expressly agrees that Dade may exercise its right to
     Liquidated Damages within six (6) months after any of the following occurs
     (subject to the notice provisions of the Agreement as amended hereby),
     without having to resort to or exhaust any other remedies available to it,

     but only if such occurrence has a material adverse effect on the transition
     ---------------------------------------------------------------------------
     process or the implementation of the Agreement as amended hereby: if
     ----------------------------------------------------------------
     Messer fails to (i) implement the transition procedures set forth on
     Schedule 1 hereto in the manner and by the dates specified by Dade, (ii)
     manufacture and supply the sub-assemblies in accordance with Schedule 2
     attached hereto, (iii) provide transitional support as specified in Article
     3 hereof, (iv) observe its ongoing obligations as specified in Article 4
     hereof, (v) meet its manufacturing and supply obligations as agreed by the
     parties at scheduled quarterly meetings or as otherwise agreed from time to
     time, (vi) observe the pricing terms agreed by the parties from time to
     time, or (vii) observe the competitive constraints as specified in Article
     8 hereof, then Messer shall pay to Dade as Liquidated Damages the amounts
     set forth on Schedule 3 attached hereto.

8.2  In the event that Messer's failure to perform entitles Dade to invoke its
     rights to Liquidated Damages, Dade may, at its option, demand payment of
     the specified Liquidated Damages amounts, or offset such amounts against
     any amounts otherwise due to Messer by Dade under the Agreement as amended
     hereby.


                                   Article 9
                            Competitive Constraints

9.1  Dade agrees to amend the existing Agreement terms regarding Messer's
     obtaining business competitive to Dade (including, without limitation,
     Article 8 thereof) such that  Messer may obtain additional business for its
     Schwalbach Plant, including business from competitors of Dade, provided
     that:

     a. Dade technology is not utilised in obtaining or conducting such business
     without Dade's permission;

     b. the terms and provisions of all existing confidentiality agreements
     relating to Dade technology continue to be observed; and

     c. Messer provides Dade with prior written notice of its intention to
     produce for a competitor of Dade, including the identity of such competitor
     and the material terms of such arrangement.

                                  Article 10
                           Miscellaneous Provisions

10.1 The parties agree and acknowledge that, in connection with the execution
     of this Amendment, all relevant notice and/or termination terms of the
     Agreement have either been complied with or are hereby expressly waived by
     each of the parties.

10.2 Sections 7.2 and 7.3 of the Agreement are hereby deleted in their
     entirety. Section 7.6 shall be retained, subject to section 1.6 hereof.
     Section 7.7 is deleted save for its first sentence.  Section 7.1 shall be
     amended such that the last sentence thereof reads as follows:

     "If Dade and Messer agree to continue this Agreement beyond December 31,
     2007, either party may terminate this Agreement with or without cause
     thereafter with two (2) years' prior written notice to the end of a
     calendar quarter and an appropriate transition plan shall be submitted by
     the terminating party to the other party for negotiation."

                                       7
<PAGE>

10.3 With respect to each of the parties, the notice provisions in section 17.2
     of the Agreement shall be amended  as follows:

     Under "Notices to Messer", the name of the company is hereby amended to
     read "Messer Cutting and Welding AG".  In addition, for all Messer
     addresses provided, correspondence shall be directed to the attention of
     Dr. Rudiger Simonek rather than Dr. Michael Rornberg.

     Under "Notices to Behring", the reference to Behring Diagnostics GmbH at
     Marburg, Germany is hereby deleted. Primary notice, as opposed to copies,
     shall hereafter be provided to Dade International Inc. at the Deerfield,
     Illinois address already given, to the Mr. Donald Fuller, Senior Vice
     President, Global Manufacturing Operations.  The reference to Kirkland &
     Ellis at London, England is hereby deleted and replaced by a reference to
     Kirkland & Ellis at Chicago, Illinois.

10.4 Except as expressly set forth in this Amendment or as otherwise
     inconsistent with the actions contemplated by this Amendment, the terms of
     the Agreement shall remain unmodified and in full force and effect.

10.5 This Amendment may be executed in two or more counterparts, all of which
     taken together shall constitute the same document.


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.


DADE BEHRING MARBURG GMBH

By: _________________________
    Name:  __________________
    Title: __________________


MESSER CUTTING AND WELDING AG

By: ___________________________
    Name:  ____________________
    Title: ____________________

                                       8
<PAGE>

                                  SCHEDULE 1

                             TRANSITION PROCEDURES


Transition Activity                               Completion Date
-------------------                               ---------------


1.  Messer to announce BN Prospec                 September 30, 2000
transfer to Messer employees, including
notice to and consultation with relevant
Works Council

2.  Messer to identify and announce Messer
team members                                      October 27, 2000

3.  Messer project members participate            November 13, 2000
in project kick-off meeting

4.  Messer ready to conduct first Brookfield      November 22, 2000
assembler training at Schwalbach

5.  Messer completes transfer of documentation    December 1, 2000
to Brookfield per section 3.2 of Amendment

6.  Messer prepared for critical evaluation of    December 15, 2000
pilot builds at Schwalbach

7.  Messer delivers all required BN Prospec       February 2, 2001
raw materials and sub-assemblies to
Brookfield

8.  Messer provides all information, documents    April 8, 2001
training etc. to transfer raw material planning/
ordering responsibility to Brookfield

9.  Messer completes beta-build training of       May 11, 2001
Dade employees at Brookfield

                                       9
<PAGE>

                                  SCHEDULE 2

                          CATEGORY II SUB-ASSEMBLIES


Dilutor
Pipetting Systems
Sample Unit
Reagent Unit
Measuring Unit
Optics



In contrast to Category I Sub-Assemblies, the above sub-assemblies consist of
nearly 200 different designed parts. More than 130 parts are cast or molded; the
other parts come from different suppliers in Germany and Eastern Europe.

Due to the required quality, in many cases a close communication between
supplier and instrument manufacturer is mandatory.

In addition, two sub-assemblies (dilutor; optics) are also used in other
instruments (BN 2; BN 100; BCS).

VOP is approximately DM 8,000.

                                       10
<PAGE>

                                  SCHEDULE 3

                              LIQUIDATED DAMAGES


Event/Breach                            Damages in  $US Dollars
------------                            -----------------------

Failure to Implement                      50,000
Transition Procedures
per Schedule 1

Failure to Comply with                    20,000
Schedule 2 (Sub-Assemblies)

Failure to Provide                        50,000
Transitional Support
per Article 3

Failure to Observe                        50,000
Ongoing Obligations per
Article 4

Failure to Meet Supply                    50,000
Obligations per Quarterly
Meetings

Failure to Observe Pricing                25,000
Terms

Failure to Observe Competitive            25,000
Constraints per Article 9

Any Other Breaches of                     50,000
Agreement as Amended

                                       11