vsrs1apsc.htm


    
      

      

    

    

    
      
        

      

    

    
    

    


    Professional
Services Contract

     

    
      
        

      

    

    


    THIS AGREEMENT (this
“Agreement”) is made as of this ____ day of _________, 2007, between VPI
Engineering, a Utah corporation (“VPI”) and _______________________________, a
_________________ corporation (the “Client”).

    


    In
consideration of the Services to be performed and the payments to be made as
described herein, the parties agree as follows:

    


    1.0
Scope of Work

    


    1.1 Term
of Agreement

    This
Agreement shall govern all Services provided to Client by VPI and shall remain
in effect until this Agreement is terminated in writing pursuant to Section
3.0.

    


    1.2
Services

    Services
shall be defined to be all services desired by the Client and requested either
verbally or as defined in any applicable definition of work or similar means
(the “Services”). These services shall include, but not be limited to,
management activities such as scheduling, budgeting, and resource allocation,
engineering activities such as research, design, testing, and design
documentation, and manufacturing activities such as management of contract
manufacturing, inspection, quality assurance, documentation, and
procurement.

    


    1.3
Scheduling/Costs

    Client
understands that the Services to be performed by VPI are unique, extremely
complex, and involve a large degree of Client/VPI interaction and discussion.
Any costs and/or schedule provided shall be considered an estimate of the costs
and/or schedule required to complete the Services, and should not be interpreted
in any way as a commitment. The time actually required to complete the Services
or any portion thereof will be subject to Client availability, timely delivery
of information by Client to VPI, unforeseen design issues, design changes and
modifications requested by Client and other matters which generally affect
product design services. VPI shall use its best efforts to properly staff all
projects and to meet all agreed upon costs and schedules, but makes no guarantee
thereof in regards to cost and/or schedule.

    


    1.4 Providing Timely
Information

    Client
agrees to provide any necessary information, materials, documents and approvals
needed by VPI to perform the Services outlined in a timely manner, and not to
delay the efforts of VPI by withholding such information, materials, documents
and approvals.

    


    2.0
Payments

    


    2.1 Hourly
Rate

    All
Services shall be billed based on an hourly rate. These rates shall include all
applicable Services including management, engineering, and manufacturing and any
other services as needed to perform requested tasks.

    


    2.2 Payment
Terms

    VPI shall
issue an invoice to Client (an “Invoice”) for the amount equal to the hourly
rate multiplied by the total man hours accrued through the date of the Invoice,
plus all expenses (as defined in Subsection 2.3) incurred by VPI in connection
with the Services during the period covered by such Invoice.

    


    Unless
other arrangements are made with the accounting office, invoices shall be issued
on a monthly basis and any outstanding balances shall be due NET
30.

    


    Client
shall pay to VPI the amount set forth in each Invoice per indicated terms. Any
amount that is not paid when due shall bear interest at the rate of 1.5% per
month or portion thereof from the date such amount became due through the date
on which payment is received by VPI. All payments are to be made to
Visionary Products, Inc. at the address provided in Section 5.11
herein.  Client shall pay all expenses incurred for collection
of past due amounts.

    


    2.3 Other
Expenses

    Client
shall pay VPI for all direct expenses incurred by VPI in connection with the
Services and this Agreement, all shipping, delivery, messenger, materials,
travel costs and any other expenses that are not considered normal operating
expenses and are specific to meeting Client’s needs (collectively, the
“Expenses”).  VPI shall have the right to require Client to directly
pay any unusual or extraordinary Expenses.

    


    VPI must
obtain prior written approval from Client before incurring any expenses in
excess of approved expenses in a definition of work or similar
document.

    


    


    
      
        
           

        

        
           


          
            

          

        

        
           


        

      

    

    
       

      

      
        
          

        

         

      

    

    3.0
Termination

    


    3.1 Termination of
Contract

    This
Agreement may be terminated by Client and/or VPI at any time provided that the
party terminating this Agreement has given the other party a fifteen (15) days
advance written notice of termination (a “Termination Notice”).

    


    Following
termination of this Agreement, Client shall pay to VPI all amounts due and
unpaid, including an amount equal to the total man hours accrued multiplied by
the hourly rate as of the date of termination of this Agreement, as determined
by VPI, plus all Expenses and non-cancelable commitments incurred by VPI prior
to or in connection with the termination of this Agreement (collectively, the
“Termination Payment”).

    


    VPI shall
prepare an Invoice with respect to the Termination Payment as soon as is
practicable following termination of this Agreement.

    


    3.2 Early
Termination

    In the
event that Client terminates Services with less than thirty (30) days advance
written notice, VPI will retain any deposit/retainer made by Client for
Services.

    


    3.3 Final
Charges

    VPI will
use reasonable efforts to minimize continuing charges and expenses associated
with any termination of this Agreement and the Services provided, however, that
VPI shall have the right to disassemble, organize, and return all materials and
equipment in connection with the Services.

    


    4.0
Intellectual Property

    


    4.1 Confidential
Information

    Client
and VPI have entered into a separate mutual non-disclosure agreement, attached
hereto, that shall govern the sharing of confidential information between the
parties.

    


    4.2 Final
Payment

    Provided
the Client has paid all amounts due to VPI, VPI will promptly disclose to Client
all inventions and discoveries made pursuant to the Services.

    


    4.3 Project
Information

    All
reports, designs, information, inventions, discoveries, and materials (“Project
Information”) developed for Client by VPI shall be property of VPI until the
completion or termination of the Services and payment in full of all amounts due
to VPI, at which time, all Project Information shall become property of
Client.

    


    Following
completion or termination of the Services and payment by Client of all amounts
due to VPI, VPI shall deliver to Client all Project Information, data, drawings,
specifications, reports, estimates, summaries, and other information and
materials that were created or obtained by VPI in performing the Services. VPI
shall have the right to retain for its records copies of all such Project
Information, data, drawings, specifications, reports, estimates, summaries, and
other information and materials.

    


    4.4 Pre-Existing
Materials

    VPI will
not knowingly incorporate any invention, improvement, development, concept,
discovery or other proprietary information owned by any third party (a “Third
Party Component”) into any Invention without Client’s prior written
permission.  If, in the performance of the Services and without notice
to the Client, VPI incorporates into any Invention a product, process, machine,
technology, or invention that was already owned by VPI (a “Pre-Existing
Material”), the Client shall have, upon completion of the project and payment in
full, a nonexclusive, royalty-free, irrevocable, perpetual, transferable,
sublicensable, worldwide license to make, have made, modify, use and sell such
prior invention as part of or in connection with such product, process or
machine.

    


    4.5 Patent, Trademark, and
Copyright

    At
Client’s sole cost and expense, VPI will perform all lawful and necessary acts,
sign all patent, trademark and copyright application processes and the
assignment thereof to Client. VPI shall assist Client in all such activities
provided that Client shall pay VPI an amount equal to VPI’s applicable hourly
rate multiplied by the total man hours expended by VPI personnel in connection
with such assistance and any Expenses incurred.

    


    


    
      
        
           

        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

      
        
          

        

      

    

    


    5.0
Other Terms & Conditions

    


    5.1
Inspections

    Client
shall have the right, upon reasonable prior notice to VPI and during VPI’s
normal business hours, to inspect and review VPI’s facilities and pertinent
technical, project and financial records with respect to the Services; provided,
however, that Client shall execute such confidentially agreements as are
required by VPI. All such inspections and reviews shall be subject to VPI’s
security and safety requirements.

    


    5.2
Guarantee

    VPI
guarantees to the Client that the Services provided will be in accordance with
industry standards (the “Guarantee”). The Guarantee shall not apply if the
Client has breached the terms of this Agreement or any definition of work or
similar document.  The Guarantee is limited to modifying the design,
research, engineering, and prototyping services as necessary and
appropriate.  THE GUARANTEE IS IN LIEU OF ANY AND ALL OTHER GUARANTEES
AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. All Guarantee
claims for Services rendered hereunder shall be deemed unconditionally waived by
Client unless Client notifies VPI in writing of a claim within ninety (90) days
after completion of the Services. VPI will not be liable for incidental,
special, exemplary, consequential, or punitive damages. VPI’s liability under
this paragraph shall in no event exceed the amount of Fees actually received by
VPI for the specific Services rendered.

    


    5.3
Disclaimers

    VPI makes
no representations or warranties (1) regarding any actual or potential
infringement of any invention, discovery, design or product produced pursuant to
the Services (collectively, the “Products”) on any intellectual property or
other rights of any person or entity, or (2) regarding any prior development or
the current existence of any invention, discovery, design, or product similar to
the Products. VPI expressly disclaims all liability and responsibility regarding
(A) safety testing or warnings necessary or desirable in connection with any of
the Products, and (B) compliance with any federal, state, or local laws with
respect to the Products. VPI shall have no liability or responsibility to
conduct any investigation or inquiry with respect to the foregoing; provided,
however, that VPI shall disclose to the Client any infringements upon the rights
or patents of others and any violations of federal, state, or local laws of
which VPI has actual knowledge.

    


    5.4
Release/Indemnification

    Client
hereby releases and forever discharges VPI and shall indemnify, protect, defend,
and hold VPI and its shareholders, directors, officers, employees, and agents
harmless from and against any and all claims, actions, suits, proceedings,
obligations, liabilities, orders, damages, costs, and expenses (including
attorneys’ and paralegals’ fees and expenses) resulting from, arising out of,
relating to, or in connection with (1) any violation or infringements upon the
rights or patents, trademarks, trade designs, copyrights, or any other
intellectual property rights of any individual or entity or,  (2) any
bodily injury or property damage with respect to the Services or any invention,
discovery, design, or product in connection with the Services provided, however,
that the foregoing indemnity shall not apply in the event  that such
claims, actions, suits, proceedings, obligations, liabilities, orders, damages,
costs and expenses were caused by the gross negligence or willful misconduct of
VPI in performing the Services.  The provisions of this Section 5.4
shall survive any termination of this Agreement.

    


    5.5
Deliveries

    All
deliveries from VPI to Client shall be F.O.B. shipping point and title and risk
of loss with respect to such deliveries shall pass to Client at the shipping
point.

    


    5.6
Personnel

    Client
acknowledges and agrees that VPI has invested significant time and resources in
the recruitment and training of its employees.  Therefore, to the
extent permitted by law, Client agrees that during the term of this Agreement
and for a period of two years following the termination of this Agreement,
Client will not directly or indirectly solicit or seek to employ any person who
is or has been an employee of VPI at any time during the term of this agreement
except with the written permission of the other party. In the event that Client
breaches the foregoing restriction, Client will pay to VPI, as liquidated
damages and not a penalty, within thirty (30) days of receipt of a notice of
breach, a sum equal to one (1) year of salary or fees VPI would pay to such
employee.

    


    5.7
Waiver

    Any
waiver by any party of its rights under this Agreement shall be in writing and
signed by the party waiving such right. The failure of either party to enforce
any of the provisions of this Agreement or any rights in respect thereto, or to
exercise any election herein provided, shall not waive such provisions, rights,
or elections or subsequent breaches thereof.

    


    5.8 Force
Majeure

    VPI shall
not be liable for delays in or non-performance of the Services as a result of
strikes, lockouts, fires, acts of terrorism or war conditions, accidents,
foreign or domestic government controls or other actions (including controls or
actions related to heightened terrorism alert status), embargoes or other causes
beyond VPI's control.

    


    5.9
Assignments

    This
Agreement and the rights and obligations in connection herewith and therewith
may not be assigned by either party without the prior written consent of the
other party; provided, however, that either party may, without such consent,
assign this Agreement and its rights and obligations hereunder in connection
with the transfer or sale of all or substantially all of its business, or in the
event of its merger, consolidation, change in control or similar
transaction.  Any permitted assignee shall assume all obligations of
its assignor under this Agreement. Any purported assignment or transfer in
violation of this Section 5.9 shall be null and void. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
representatives, successors, and assigns.

    


    


    
      
        
           

        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

      
        
          

        

      

    

    


    5.10
Notices

    Any
notice, demand, request or other communication permitted or required under this
Agreement shall be in writing and shall be deemed to have been given as of the
date so delivered, if personally served; as of the date so sent if transmitted
by facsimile and receipt is confirmed by the facsimile operator of the
recipient; as of the date of sent if sent by electronic mail and receipt is
acknowledged by the recipient; one day after the date so sent if delivered by
overnight courier service; or three days after the date so mailed if mailed by
certified mail, return receipt requested, addressed as follows:

    


    
      	
              If
      to VPI:

            	
              VPI
      Engineering

            
	 
      	
              11814
      South Election Road, Suite 200

            
	 
      	
              Draper,
      UT  84020

            
	 
      	
              (801)
      495-2310

            
	 
      	
              Facsimile:
      (801) 495-2255

            
	 
      	
              E-mail:
      __________________

            
	 
      	 
      
	
              If
      to Client:

            	
              ____________________________________

            
	 
      	
              ____________________________________

            
	 
      	
              ____________________________________

            
	 
      	
              Facsimile:
      ____________________________ 

            
	 
      	
              E-mail:
      ______________________________

            


    

    


    or such
other addresses, facsimile numbers, or electronic mail address as shall be
furnished in writing by any party in the manner for giving notices
hereunder.

    


    5.11
Conflict

    This
Agreement constitutes the entire agreement and understanding between the parties
with respect to the Services and supercedes all previous negotiations,
agreements, and representations between the parties, written or oral, all of
which shall be deemed to be merged into this Agreement. In the event of any
conflict between the terms of this Agreement and any subsequent signed
agreements between both parties, the latter shall govern.  If any
provisions of this Agreement are determined to be invalid or unenforceable, the
validity and effect of the other provisions of this Agreement shall not be
affected thereby.

    


    5.12 Governing
Law

    This
Agreement shall be governed and construed in accordance with the laws of the
State of Utah. In the event of any dispute, action, or proceeding in connection
with this Agreement, the Services or any documents, instruments or transactions
in connection therewith, the non-prevailing party shall pay all costs and
expenses (including reasonable attorneys’ and paralegals’ fees and expenses and
arbitration fees and expenses) incurred by the prevailing party in connection
with such dispute, action, or proceeding.

    


    5.13
Disputes

    This
section of the Agreement includes each party’s obligations in an effort to
minimize disputes arising out of this Agreement and to aid in a mutually
satisfactory resolution of such disputes.

    (a)           Informal Dispute
Resolution.  Client and VPI agree, in good faith, to attempt to
resolve disputes, controversies, or claims arising out of this Agreement
(“Claim”) prior to pursuing outside intervention.  If the parties
cannot come to a mutually agreeable resolution of the Claim within ten (10)
business days following commencement of such negotiations, then such Claim will
be referred to members of each party's executive management (each such member a
"Representative") for resolution, which referral shall be evidenced by a written
notice from either party to the other (the “Referral”). The parties'
Representatives shall promptly meet following such a Referral to attempt to
resolve the Claim.  If the Representatives have not reached a mutually
agreeable resolution of the Claim within ten (10) business days after their
initial meeting on the subject of such Claim, then such Claim may, by way of
written notice of either party to the other, be submitted to arbitration as set
forth below.

    (b)           Arbitration.  Any
Claim arising out of or relating to the provision of the Services shall be
settled by binding arbitration administered by the American Arbitration
Association (“AAA”) in accordance with its Commercial Arbitration Rules and, for
claims of $250,000 or greater, it’s Optional Procedures for Large, Complex
Commercial Disputes.  For Claims less than $250,000, the arbitration
shall be heard and determined by a single arbitrator with experience with
technology disputes in accordance with the rules of the AAA. For disputes
$250,000 or greater, the arbitration shall be heard and determined by a panel of
three (3) arbitrators selected as described below, two of whom are specifically
engaged in the practice of law with the third possessing special knowledge and
experience in the subject matter of the claim. During arbitration the parties
shall equally share the arbitrators’ fees. The arbitration and all related
proceedings and discovery shall take place pursuant to a protective order
entered by the arbitrators that adequately protects the confidential nature of
the parties’ proprietary and confidential information.  Either party
may, without waiving any remedy under this Agreement, seek from any court of
competent jurisdiction any interim or provisional relief that such party deems
necessary to protect its Confidential Information and property rights pending
the establishment of the arbitral tribunal (or pending the arbitral tribunal's
determination of the merits of the Claim).

     (c)           Where
three (3) arbitrators will be appointed, each party to this contract shall
appoint an arbitrator, specifically engaged in the practice of law, in
accordance with the AAA rules.  The two arbitrators so appointed shall
thereupon select a third arbitrator possessing special knowledge and experience
in the subject matter of the claim.  If the arbitrators appointed by
the parties shall fail to select a third arbitrator within two weeks of their
appointment, a third arbitrator shall be selected in accordance with the then
current rules and regulations of the AAA. The written decision of the three (3)
arbitrators, or any two of them, shall be final and binding upon the parties
thereto, and judgment may be entered thereon in the applicable district court of
the State of Utah.

    


    


    
      
        
           

        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

      
        
          

        

         

      

    

    6.0
Commencement

    A signed
original of this Agreement, any applicable purchase order or definition of work
and any retainer payment required by VPI shall be required before VPI shall
commence performing the Services.

    


    
    

     

    
      	 __________________________ (Client)	 	 VPI Engineering (VPI)
	 	 	 
	 	 	 
	 	 	 
	 Signature:_____________________________	 	 Signature:_____________________________
	 	 	 
	 Authorizing Agent: ______________________ 	 	 Authorizing Agent: Morgan Taylor
	 	 	 
	 Title: ________________________________	 	 Title: President
	 	 	 
	 Date: (MM/DD/YY)_____________________	 	

               Date:
      (MM/DD/YY)_____________________

            


    

    
 

    
       

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

     

    
      
        

        

      

      


      
        	 
      	
                11814
      S Election Rd.

                Suite
      200

                Draper,
      UT 84020

              


      

      


      Bluetooth
Class I Update Estimate

       

      To:       VoluSol

      5095
West 2100 South

      Salt
Lake City, UT 84120

      Phone:
(801) 974-9474

      Fax:
(801) 974-9553

       

      Purpose

      Volusol
desires to implement Bluetooth Class I functionality on the Wivo
watch.

       

      Statement
of Work

      This
quote encompasses the following tasks:

       

      
        	
                 
      

              	
                ·

              	
                Schematic
      changes required to implement Class 1
  functionality:

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      RF transmit signal amplifier

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      low noise receive signal amplifier

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      two RF switches

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      ceramic bandpass filter to eliminate 2.4GHz harmonics (necessary for FCC
      compliance)

              


      

      
        	
                 
      

              	
                ·

              	
                Implement
      discrete auxiliary filter (necessary to ensure FCC
    compliance)

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      voltage regulator to power RF
amplifier

              


      

      
        	
                 
      

              	
                ·

              	
                Add
      approximately 25 resistors, capacitors, and
  inductors

              


      

      
        	
                 
      

              	
                ·

              	
                Implement
      three additional lines from processor to control RF switches and amplifier
      gain

              


      

      
        	
                 
      

              	
                ·

              	
                PCB
      layout changes required to implement Class 1
  functionality

              


      

      
        	
                 
      

              	
                ·

              	
                Manufacture
      (3) PCBA Prototypes

              


      

      
        	
                 
      

              	
                ·

              	
                Firmware
      changes required to implement Class 1
  functionality

              


      

      
        	
                 
      

              	
                ·

              	
                Firmware
      changes to appropriately control RF switches and RF amplifier power
      output

              


      

      
        	
                 
      

              	
                ·

              	
                Additional
      FCC compliance testing required for Class 1
  functionality

              


      

       

      Assumptions

      
        	
                 
      

              	
                ·

              	
                This
      quote assumes that the updated PCB layout will require an additional board
      fabrication.

              


      

       

      
        	
                 
      

              	
                ·

              	
                An
      inherent risk with implementing the class I functionality is the
      additional components that will be required on the board.  It is
      possible that all the required components will be able to fit on the
      current board footprint, however, this estimate does not include
      mechanical design changes to accommodate a larger
  PCB.

              


      

       

      
        	
                 
      

              	
                ·

              	
                Adding
      a high power RF transmitter poses risks for the sound quality of the
      device, the ability to pass FCC regulatory requirements without
      significant testing, and will have a significant impact on the battery
      life of the watch.

              


      

       

      


      
        
          
             

          

          
             


            
              

            

          

          
             


          

        

      

       

      
        
          	 
      	
                  11814
      S Election Rd.

                  Suite
      200

                  Draper,
      UT 84020

                


        

         

      

      Estimated
Costs

       

      
        	
                Description

              	
                Labor

              	
                Expenses

              	
                Total

              
	
                Electronics
      Design Changes and Schematic Design

              	
                $17,280

              	 
      	
                $17,280

              
	
                Manufacture
      (3) Prototype Boards

              	
                $3,780

              	
                $6,000

              	
                $9,780

              
	
                Firmware
      Changes

              	
                $4,500

              	 
      	
                $4,500

              
	
                Additional
      FCC Regulatory Testing

              	
                $5,400

              	
                $4,000

              	
                $9,400

              
	 	 	 	 
	
                Estimate
      Costs

              	 
      	 
      	
                $40,960

              


      

       

      This
proposal is valid for 30 days. All technical information, specifications, costs,
schedules, and all related materials quoted, expressed, or implied in this
document are results of our judgment at this point in time and are only
estimates based upon the information available to us. We reserve the right to
modify such information as we find necessary based on client requests, available
technology, and other eventualities. We will communicate any such changes to the
client and obtain any required approval.

       

      Schedule

       

      

       

       

      Deliverables

       

      
        	
                 
      

              	
                ·

              	
                Bluetooth
      Class I Functionality

              


      

      
        	
                 
      

              	
                ·

              	
                (3)
      Prototype PCBAs

              


      

      
        	
                 
      

              	
                ·

              	
                Bluetooth
      Class I FCC Certification

              


      

       

      Terms

      
        	
                 
      

              	
                ·

              	
                Invoices
      will be generated on a monthly basis for time and materials expended on
      the project.

              


      

      
        	
                 
      

              	
                ·

              	
                Net
      15

              


      

      


      The
following is needed to begin work on the project:

      
        	
                 
      

              	
                ·

              	
                Quote
      signed or a purchase order from customer referring to this
      document

              


      

      


      
        
          
             

          

          
             


            
              

            

          

          
             


          

        

      

      


       

      Agreement

      Customer
authorizes VPI to begin the work outlined in this proposal.

      


      Signed:   ____________________________________

      By:         ____________________________________

      Title:       ____________________________________

      Date:      ____________________________________

      


       

      This
proposal is valid for 30 days. All technical information, specifications, costs,
schedules, and all related materials quoted, expressed, or implied in this
document are results of our judgment at this point in time and are only
estimates based upon the information available to us. We reserve the right to
modify such information as we find necessary based on client requests, available
technology, and other eventualities. We will communicate any such changes to the
client and obtain any required approval.

       

       

      The
information contained in this document is the sole property of VPI Engineering.
Reproduction in part or whole without the written permission of VPI Engineering
is prohibited. All rights reserved.

       

      Services
for this proposal are covered under the Professional Services Contract between
VoluSol and VPI dated September 24th,
2007.

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          

          

        

        
          

          
            
              

            

          

        

         

         

        


         

         

        


         

         

        WiVo
Watch and Cell Phone Charging Cradle

         

         

        Proposal

         

         

         

         

         

        


         

         

        A project
proposal prepared for

         

        

        VoluSol

        5095
West 2100 South

        Salt
Lake City, UT 84120

        Phone
(801)974-9474

        Fax
(801)974-9553

        


        
          
            
               

            

            
               


              
                

              

            

            
               


            

          

        

        


        
          

          
            
              

            

          

        

        


         

        Change Log

        
          	
                  Release

                	
                  Date

                	
                  Prepared
      by

                	
                  Description
      of Changes

                
	
                  01

                	
                  10/10/2007

                	
                  Gary
      Olsen

                	
                  Initial
      release

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


        

         

         

        


        
          
            
               

            

            
              2

              
                

              

            

            
               


            

          

        

        


        
          

          
            
              

            

          

        

         

        Table of Contents

         

        


        
          	
                  Change
      Log

                	
                  2

                
	
                  1

                	 
      	
                  System
      Requirements

                	
                  4

                
	
                  2

                	 
      	
                  Options

                	
                  4

                
	 
      	
                  2.1

                	
                  Certifications/Testing

                	
                  4

                
	 	
                  2.2 

                	
                  Manufacturing

                	4
	
                  3

                	 
      	
                  Project
      Outline

                	
                  5

                
	 
      	
                  3.1

                	
                  Task
      I – System Design

                	
                  5

                
	 
      	
                  3.2

                	
                  Task
      II – Electronics Design

                	
                  5

                
	 
      	
                  3.3

                	
                  Task
      III – Mechanical Design

                	
                  6

                
	 
      	
                  3.4

                	
                  Task
      IV – Production Design

                	
                  6

                
	
                  4

                	 
      	
                  Estimated
      Cost

                	
                  7

                
	
                  5

                	 
      	
                  Schedule

                	
                  7

                
	
                  6

                	 
      	
                  Project
      Terms

                	
                  8

                


        

         

        


        


        
          
            
               

            

            
              3

              
                

              

            

            
               


            

          

        

         

        
          

          
            
              

            

          

        

         

        
          	
                  1

                	
                  System Requirements

                


        

         

        VPI
proposes the development of a charging cradle that charges the WiVo
watch.  The following are the system requirements that are assumed in
the development of the charging cradle:

         

        
          	
                   
      

                	
                  ·

                	
                  Charger
      will charge the WiVo watch via charging pips or
  contacts.

                


        

         

        
          	
                   
      

                	
                  ·

                	
                  The
      WiVo watch will rest in a cradle to be
charged.

                


        

         

        
          	
                   
      

                	
                  ·

                	
                  LED
      indicators will indicate charging status and fully charged/ready status
      for the watch.

                


        

         

        
          	
                   
      

                	
                  ·

                	
                  It
      is anticipated that the design will require one PCB containing charging
      circuitry and watch charging
contacts.

                


        

         

        
          	
                   
      

                	
                  ·

                	
                  The
      WiVo Charging Cradle will be designed for use in indoor environmental
      conditions

                


        

         

         

        
          	
                  2

                	
                  Options

                


        

         

        The
following options can be provided at additional cost. At VoluSol’s request, VPI
can provide a quote for any of the items listed here or any additional
requirements.

         

        
          	
                  2.1

                	
                  Certifications/Testing

                


        

         

        VPI can
support Volusol with regulatory testing and certifications such as CE, UL, CSA,
etc.  Support for regulatory certifications and testing is not
included in this proposal.

         

        
          	
                  2.2

                	
                  Manufacturing

                


        

         

        VPI can
provide a quote for manufacturing and assembling the charging
cradles.

         

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        
          

          
            
              

            

          

        

         

        
          	
                  

                    3
      

                  

                	Project
      Outline


        

         

        The
project will be divided into the following major tasks.

         

        
          	
                  ·

                	
                  Task I –

                	
                  System
      Design

                


        

        
          	
                  ·

                	
                  Task II
–

                	
                  Electronics
      Design

                


        

        
          	
                  ·

                	
                  Task III
    –

                	
                  Mechanical
      Design

                


        

        
          	
                  ·

                	
                  Task IV
–

                	
                  Production
      Design

                


        

         

        VPI and
the customer may modify these major tasks as the project progresses and as
determined in subsequent negotiations.

         

        
          	
                  3.1

                	
                  Task I – System Design

                


        

         

        VPI will
create a System Specification document that outlines the overall product
requirements, high-level system design, analysis of potential design solutions,
and recommendations.

         

        The
system design phase will also include research and selection of many of the
initial components. Wherever possible, components will be selected based on low
cost, short lead times, and multiple sources.

         

        VPI will
support Rocketship with the industrial design of the charging
cradle.

         

        Tasks

         

        For
a detailed task list and project flow, please refer to the attached project
schedule.

        
          	
                   
      

                	
                  ·

                	
                  Develop
      the System Hardware Specification

                


        

        
          	
                   
      

                	
                  ·

                	
                  Research
      and Selection of Major Components

                


        

        
          	
                   
      

                	
                  ·

                	
                  Design
      Considerations for
Manufacturability

                


        

         

        Deliverables

        
          	
                   
      

                	
                  ·

                	
                  Document:
      System Hardware Specification

                


        

         

        
          	
                  3.2

                	
                  Task II – Electronics
Design

                


        

         

        VPI will
design the charging circuit. Electrical designs will follow the design
guidelines generated in the System Specification and take into consideration
manufacturability and cost optimization. VPI will create a schematic of the
electronics. An internal design review will be conducted to review the design of
the electronics. The electronics will be laid out in a PCB to meet
specifications of the selected industrial design.  Electrical
prototypes (PCBAs, connectors) will be built and then tested and evaluated for
board level functionality and charging functionality.

         

        


        
          
            
               

            

            
              5

              
                

              

            

            
               

            

          

        

        


        
           

          
            

            
              
                

              

            

          

          Tasks

        

         

        For
a detailed task list and project flow, please refer to the attached project
schedule.

        
          	
                   
      

                	
                  ·

                	
                  Design
      Electrical System

                


        

        
          	
                   
      

                	
                  ·

                	
                  Design
      Review

                


        

        
          	
                   
      

                	
                  ·

                	
                  PCB
      Layout

                


        

        
          	
                   
      

                	
                  ·

                	
                  Manufacture
      (3) Electrical System Prototypes

                


        

        
          	
                   
      

                	
                  ·

                	
                  Test
      Boards

                


        

         

        Deliverables

        
          	
                   
      

                	
                  ·

                	
                  (3)
      Electrical System Prototypes

                


        

         

        
          	
                  3.3

                	
                  Task III – Mechanical
Design

                


        

         

        After
completion of the industrial design by Rocketship, VPI will design the internal
mechanical features and structure.  Mechanical designs will be
reviewed in an internal design review. SLA prototypes of the charging cradle
will be created and the electrical system and SLA prototypes will be assembled
together.  These full system prototypes will be used for additional
testing of mechanical form, fit, and function and for electronics
functionality.  Any required design changes will be made and an
internal design review of the full system will be conducted.

         

        Tooling
for the charging cradle will be initiated in conjunction with the watch
tooling.  (Note: This proposal does not
include the cost for plastic injection mold tooling.) QA measures will be taken
to assure the quality of the plastic injection molds.  Assembly
drawings will be created.

         

        Tasks

         

        For
a detailed task list and project flow, please refer to the attached project
schedule.

        
          	
                   
      

                	
                  ·

                	
                  Mechanical
      Design

                


        

        
          	
                   
      

                	
                  ·

                	
                  Design
      Review

                


        

        
          	
                   
      

                	
                  ·

                	
                  Build
      SLA Prototypes

                


        

        
          	
                   
      

                	
                  ·

                	
                  Assemble
      and Test Full System Prototypes

                


        

        
          	
                   
      

                	
                  ·

                	
                  Update
      Mechanical Design

                


        

        
          	
                   
      

                	
                  ·

                	
                  Design
      Review

                


        

        
          	
                   
      

                	
                  ·

                	
                  Tooling

                


        

        
          	
                   
      

                	
                  ·

                	
                  QA

                


        

        
          	
                   
      

                	
                  ·

                	
                  Create
      Assembly Drawings

                


        

         

        Deliverables

        
          	
                   
      

                	
                  ·

                	
                  (3)
      Full System Prototypes

                


        

         

        
          	
                  3.4

                	
                  Task IV – Production
Design

                


        

         

        Manufacturing
process design will be completed. VPI will release all applicable drawings for
the project and create a Product Design Package (PDP) that will contain (where
applicable) both electronic and paper copies of the System Specification, final
designs of the electrical system, schematics, bill of materials, assembly
drawings, mechanical drawings and solids, and final designs and/or
specifications of each component. A Product Manufacturing Package (PMP) will be
assembled to be delivered to a contract manufacturer which will contain the
manufacturing process, assembly drawings, QA measures, and applicable
manufacturing instructions.

         

        The WiVo
charging cradle design will then be released for pre-production.

         

        


        
          
            
               

            

            
              6

              
                

              

            

            
               

            

          

        

        


        
           

          
            

            
              
                

              

            

          

          Tasks

        

         

        For
a detailed task list and project flow, please refer to the attached project
schedule.

        
          	
                   
      

                	
                  ·

                	
                  Design
      Manufacturing Process

                


        

        
          	
                   
      

                	
                  ·

                	
                  Release
      Drawings

                


        

        
          	
                   
      

                	
                  ·

                	
                  Create
      PDP

                


        

        
          	
                   
      

                	
                  ·

                	
                  Create
      PMP

                


        

         

        Deliverables

        
          	
                   
      

                	
                  ·

                	
                  Product
      Design Package

                


        

        
          	
                   
      

                	
                  ·

                	
                  Product
      Manufacturing Package

                


        

        


         

        
          	
                  4

                	
                  Estimated Cost

                


        

         

        
          	
                  Description

                	
                  Labor

                	
                  Expenses

                
	 
      	 
      	 
      
	
                  Task
      I – System Design

                	
                  $8,775

                	
                  $0

                
	
                  Task
      II – Electronics Design

                	
                  $18,315

                	
                  $3,000

                
	
                  Task
      III – Mechanical Design

                	
                  $26,955

                	
                  $1,500

                
	
                  Task
      IV – Production Design

                	
                  $4,725

                	
                  $0

                
	
                  Total
      Estimated Cost

                	
                  $58,770

                	
                  $4,500

                
	 
      	 
      	 
      


        

         

        All tasks
are time and materials estimates. Actual costs will vary. VPI reserves the right
to re-quote any tasks as specifications and tasks change.

         

         

        
          	
                  5

                	
                  Schedule

                


        

         

        See the
attached project schedule V009601.

         

        


        


        
          
            
               

            

            
              7

              
                

              

            

            
               

            

          

        

        


        
           

          
            

            
              
                

              

            

          

           

        

        
          	
                  6

                	
                  Project Terms

                


        

        


        The
following are needed to begin work on the project:

        
          	
                   
      

                	
                  ·

                	
                  Proposal
      signed or a purchase order from customer referring to this
      document

                


        

         

        Payment
Terms

        
          	
                   
      

                	
                  ·

                	
                  Monthly
      billing for labor and expenses incurred each
  month

                


        

        
          	
                   
      

                	
                  ·

                	
                  Net
      15

                


        

        


        Customer
authorizes VPI to begin the work outlined in this proposal.

        


        


        Client
Company: _____________________________________                                                                                                          

        


        Authorizing
Agent:  ___________________________________

        


        Title: 
_____________________________________________

        


        Signature:
  _________________________________________

        


        Date:
(MM/DD/YY)  _________________________________

         

        -------------------

         

        This
proposal is valid for 30 days. All technical information, specifications, costs,
schedules, and all related materials quoted, expressed, or implied in this
document are results of our judgment at this point in time and are only
estimates based upon the information available to us. We reserve the right to
modify such information as we find necessary based on client requests, available
technology, and other eventualities. We will communicate any such changes to the
client and obtain any required approval.

         

        The
information contained in this document is the sole property of Visionary
Products Inc. Reproduction in part or whole without the written permission of
Visionary Products Inc. is prohibited. All rights reserved.

         

        Services
for this proposal are covered under the Professional Services Contract between
VoluSol and VPI dated September 24th,
2007.

         

         

      

    

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      
        

        

      

      


      
        
          

          
            
              

            

          

        

      

       

       

      


       

       

      


       

       

      WiVo
Bluetooth Speakerphone Watch

       

       

      Development
Proposal

       

       

      


       

       

       

      


       

       

      A project
proposal prepared for

       

      

       

      
      

      VoluSol

      5095
West 2100 South

      Salt
Lake City, UT 84120

      Phone
(801)974-9474

      Fax
(801)974-9553

      


      


      
        
          
             

          

          
             


            
              

            

          

          
             


          

        

      

      


      
        
          
            

            
              
                

              

            

          

        

         

      

      Change Log

      
        	
                Release

              	
                Date

              	
                Prepared
      by

              	
                Description
      of Changes

              
	
                01

              	
                9-7-2007

              	
                Gary
      Olsen

              	
                Initial
      release

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

       

      


      
        
          
             

          

          
            2

            
              

            

          

          
             


          

        

      

       

      
        
          

          
            
              

            

          

        

      

       

      Table of Contents

       

      
        	
                Change
      Log

              	
                2

              
	
                1

              	 
      	
                Background

              	
                4

              
	
                2

              	 
      	
                System
      Requirements

              	
                4

              
	
                 
      

              	
                2.1

              	
                Objectives

              	
                4

              
	 
      	
                2.2

              	
                System
      Context

              	
                5

              
	 
      	
                2.3

              	
                Electrical
      System Architecture

              	
                6

              
	 
      	
                2.4

              	
                Regulatory
      Requirements

              	
                7

              
	 
      	
                2.5

              	
                Mechanical/Environmental
      Requirements

              	
                7

              
	 
      	
                2.6

              	
                Firmware

              	
                8

              
	
                3

              	 
      	
                Options

              	
                8

              
	 
      	
                3.1

              	
                Additional
      Certifications/Testing

              	
                8

              
	 
      	
                3.2

              	
                Extended
      Functions Firmware

              	
                9

              
	
                4

              	 
      	
                Project
      Outline

              	
                10

              
	 
      	
                4.1

              	
                Phase
      I - System Design

              	
                10

              
	 
      	
                4.2

              	
                Phase
      II -Prototype Design

              	
                11

              
	 
      	
                4.3

              	
                Phase
      III - Final Design/Pre-Production

              	
                12

              
	
                5

              	 
      	
                Estimated
      Cost

              	
                13

              
	
                6

              	 
      	
                Schedule

              	
                14

              
	
                7

              	 
      	
                Project
      Terms

              	
                15

              


      

       

      


      
        
          
             

          

          
            3

            
              

            

          

          
             


          

        

      

      


      
        
          

          
            
              

            

          

        

      

       

      
        	
                1

              	
                Background

              


      

       

      VoluSol
has researched various options for developing a product that helps the elderly
in difficult situations to contact emergency personnel or family if they need
assistance.  This product is a combination of a GPS-enabled cell phone
and a wristwatch with a built-in Bluetooth speakerphone called WiVo (short for
With Voice).  A person wearing the wristwatch would be able to push a
button to activate the cell phone and use the cell phone via the Bluetooth
speakerphone functionality to communicate their predicament.

       

      Eventually,
it is the goal of Volusol to incorporate additional technologies in the
wristwatch, such as heart rate monitoring and monitoring of other vital
signs.

       

      This
proposal addresses the base development of the wristwatch with Bluetooth
speakerphone capability.

       

      
        	
                2

              	
                System Requirements

              


      

       

      The
following goals and system requirements of the wristwatch portion of the WiVo
system are set forth below.

       

      
        	
                2.1

              	
                Objectives

              


      

       

      Some of
the objectives for the WiVo watch are as follows:

       

      
        	
                 
      

              	
                ·

              	
                Watch
      will provide speakerphone capability for a cell phone via
      Bluetooth.  An example of the type of functionality desired is
      found in the Mvox Duo Communicator Bluetooth
      headset/speakerphone.

              


      

      
        	
                 
      

              	
                ·

              	
                Speakerphone
      to provide clear audio that can be heard by someone who may have
      experienced partial hearing loss.

              


      

      
        	
                 
      

              	
                ·

              	
                Display
      to provide feed back to users and time
  functions.

              


      

      
        	
                 
      

              	
                ·

              	
                Large
      characters will be used on the display to help those with some vision
      impairments.

              


      

      
        	
                 
      

              	
                ·

              	
                Watch
      design goal is to eliminate mechanical acoustic coupling to the extent
      possible.

              


      

      
        	
                 
      

              	
                ·

              	
                Use
      off-the-shelf technology to provide echo and noise
      cancellation.

              


      

      
        	
                 
      

              	
                ·

              	
                Rechargeable
      watch with warnings when the battery is getting
  low.

              


      

      
        	
                 
      

              	
                ·

              	
                Industrial
      design that is attractive to the elderly market, particularly elderly
      women.

              


      

      
        	
                 
      

              	
                ·

              	
                Incorporate
      motion sensors to help predict motions that indicate a person has
      fallen.

              


      

      


      


      
        
          
             

          

          
            4

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

             

          

        

      

      
        	
                2.2

              	
                System Context

              


      

       

      

       

      Figure
1: System Context Diagram

       

      


       

      
        	
                2.2.1

              	
                Use
      Cases

              


      

       

      The
following use-case table identifies the entities that use the system and for
what purposes.

       

      
        	
                Actor

              	
                Use
      Case

              	
                Description

              
	
                User

              	
                Presses
      Panic Button

              	
                A
      call to the call center is initiated.

              
	
                User

              	
                Communication

              	
                The
      user makes emergency calls using a cell phone via the wireless WiVo watch
      on their wrist.

              
	
                Watch

              	
                Speakerphone

              	
                The
      WiVo watch will act as a wireless speakerphone and manage the transmission
      and reception of audio from the cell phone via
  Bluetooth.

              
	
                Watch

              	
                Time
      and Battery Status

              	
                When
      not being used for emergency communication, the watch will display the
      current time and battery status.

              
	
                Cell
      Phone

              	
                GSM

              	
                The
      cell phone will automatically dial the call center when the panic button
      is pressed.

              
	
                Cell
      Phone

              	
                GPS

              	
                The
      cell phone will transmit GPS location to the call
  center.

              
	
                Call
      Center

              	
                Communication

              	
                Call
      Center personnel will communicate with the user and provide
      assistance.

              


      

       

      


      
        
          
             

          

          
            5

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

          

        

      

       

      
        	
                2.3

              	
                Electrical System
Architecture

              


      

       

      The
following represents the current system architecture for the electrical system
and may change through the project to achieve the system requirements and
goals.

       

      

       

      Figure
2: Electrical System Diagram

       

       

      
        	
                2.3.1

              	
                Processing
      PCBA

              


      

       

      The
Processing PCBA will utilize the CSR BC05 processor. This processor’s core
functionality is Bluetooth communication.  It is anticipated that this
processor will have enough capacity to manage all aspects of the watch
system.

       

      The
Processing PCBA will also have internal support circuitry to monitor and charge
the Li-Ion battery from external power provided through a charging
cradle.

       

      
        	
                2.3.2

              	
                Battery
      and Power Management

              


      

       

      The
system will utilize an internal Li-Ion rechargeable battery pack. The battery
will be recharged in-system. Power management schemes will be implemented to
maximize battery life while maintaining required performance.

       

      
        	
                2.3.3

              	
                OLED
      Display

              


      

       

      The watch
will be designed with a 4-color OLED display.

       

      
        	
                 
      

              	
                ·

              	
                Off-the-shelf
      options will be explored.

              


      

      
        	
                 
      

              	
                ·

              	
                Serial
      interface (3 lines) is preferred in order to avoid going to a
      multi-processor model.

              


      

       

      
        	
                2.3.4

              	
                Speaker

              


      

       

      The
system will have a speaker that will provide sufficient audio quality for voice
reproduction.

       

      


      
        
          
             

          

          
            6

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

             

          

        

      

      
        	
                2.3.5

              	
                Microphone(s)

              


      

       

      A
microphone will be selected that has similar features to microphones used in
cell phone headsets.  Research will be conducted to determine whether
one or two microphones will be incorporated in the watch design.

       

      
        	
                2.3.6

              	
                Buttons

              


      

       

      A panic
button will be incorporated in the system design that will trigger the
initiation of a call to the Call Center on the cell phone.  Additional
buttons for other watch functions will be designed as determined by
VoluSol.

       

      
        	
                2.3.7

              	
                Accelerometer

              


      

       

      An
accelerometer will be incorporated in the design of the WiVo watch to measure
movement and/or impacts.

       

      
        	
                2.4

              	
                Regulatory
Requirements

              


      

       

      As part
of this proposal, VPI will manage the FCC certification of the WiVo
watch.

       

      Additional
safety certifications can be obtained, but are not included in this
proposal.

       

      
        	
                2.5

              	
                Mechanical/Environmental
  Requirements

              


      

       

      The WiVo
wristwatch will be designed for use in indoor and outdoor
environments.

       

      
        	
                2.5.1

              	
                Size

              


      

       

      The watch
will be designed to be as small as can accommodate the electronics, connectors,
battery, and display. Actual size will be determined during the industrial and
mechanical design phases of the project.

       

      
        	
                2.5.2

              	
                Environmental
      conditions

              


      

       

      
        	
                 
      

              	
                ·

              	
                Operating
      Temperature: +5° C to +50° C

              


      

      
        	
                 
      

              	
                ·

              	
                Storage/Shipping
      Temperature:  -20° C to +60°
      C

              


      

      
        	
                 
      

              	
                ·

              	
                Operating
      Altitude:  Up to 8000 feet/2400
meters

              


      

       

      
        	
                2.5.3

              	
                Materials
      of construction

              


      

       

      
        	
                 
      

              	
                ·

              	
                Materials
      will be selected during the industrial design
  phase.

              


      

      
        	
                 
      

              	
                ·

              	
                Plastic
      materials will be selected from readily available off-the-shelf
      resins.

              


      

      
        	
                 
      

              	
                ·

              	
                Plastic
      surface textures and colors will be reviewed and approved by VoluSol prior
      to final manufacturing
documentation.

              


      

      
        	
                 
      

              	
                ·

              	
                Housing
      to be:

              


      

      
        	
                 
      

              	
                o

              	
                Scratch
      and dent resistant through texture and material
  selection

              


      

      
        	
                 
      

              	
                o

              	
                Non-fading
      and durable color

              


      

      
        	
                 
      

              	
                o

              	
                Cleanable
      with mild detergent

              


      

      


      
        
          
             

          

          
            7

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

          

        

      

       

      
        	
                2.5.4

              	
                Ergonomics/Appearance

              


      

       

      Ergonomics
and appearance will be discussed, evaluated, and finalized during the Industrial
Design (ID) activities of the project and will be provided to VPI by
VoluSol/Rocketship.

       

      Desired
labeling (or embedding of text of the back of the watch) and color schemes will
also be discussed during the ID phase and specified to VPI.

       

      
        	
                2.5.5

              	
                Water
      Resistance

              


      

       

      The watch
will be designed to the IPX7 standard (submersible 1 meter for 30
minutes).

       

      
        	
                2.5.6

              	
                Components
      and Tooling

              


      

       

      The watch
plastic housing will require tooling. The wrist band may or may not require
tooling, based on the design and materials of the wristband.  The cost
for tooling for these items is not included in this quote.  VPI will
obtain quotes for VoluSol for the housing and wristband tooling during the
mechanical design phase of the project.

       

      
        	
                2.6

              	
                Firmware

              


      

       

      Firmware
to provide functionality for the WiVo watch will be
generated.  Firmware for this project can be divided into two overall
categories, basic functions and extended functions.  VPI has budgeted
time in this proposal for the basic functions.

       

      
        	
                2.6.1

              	
                Basic
      Functions

              


      

       

      
        	
                 
      

              	
                ·

              	
                Time

              


      

      
        	
                 
      

              	
                ·

              	
                Bluetooth
      communication

              


      

      
        	
                 
      

              	
                ·

              	
                Speaker
      and microphone functionality

              


      

      
        	
                 
      

              	
                ·

              	
                Battery
      status and system status/messages

              


      

      
        	
                 
      

              	
                ·

              	
                Display
      functionality

              


      

      
        	
                 
      

              	
                ·

              	
                Signal
      strength between watch and cell
phone

              


      

      
        	
                 
      

              	
                ·

              	
                Integration
      of off-the-shelf DSP code for noise and echo
  cancellation

              


      

       

      
        	
                2.6.2

              	
                Extended
      Functions

              


      

       

      
        	
                 
      

              	
                ·

              	
                Motion
      data capture, analysis, prediction of a “fallen person” state, and
      reporting of motion data to call center via AT
  commands

              


      

      
        	
                 
      

              	
                ·

              	
                Fine-tuning
      of echo and noise cancellation

              


      

      


       

      
        	
                3

              	
                Options

              


      

       

      The
following options can be developed at additional cost. At VoluSol’s request, VPI
can provide a quote for any of the items listed here or any additional
requirements.

       

      
        	
                3.1

              	
                Additional
Certifications/Testing

              


      

       

      VPI can
support Client with additional testing and certifications such as CE, UL, CSA
etc.

       

      


      
        
          
             

          

          
            8

            
              

            

          

          
             

          

        

      

      


      
        
          

          
            
              

            

          

        

      

       

      
        	
                3.2

              	
                Extended Functions
Firmware

              


      

       

      VPI can
develop the firmware required for the extended functions of the WiVo watch as
described in section 2.6.2 Extended
Functions.

       

       

      


       

      


      
        
          
             

          

          
            9

            
              

            

          

          
             

          

        

      

      


      
        
          

          
            
              

            

          

        

      

       

      
        	
                4

              	
                Project Outline

              


      

       

      The
project will be divided into the following phases, each having clearly
identified objectives, tasks, and deliverables.

       

      
        	
                ·

              	
                Phase I
–

              	
                System
      Design

              


      

      
        	
                ·

              	
                Phase II
    –

              	
                Prototype
      Design

              


      

      
        	
                ·

              	
                Phase
    III–

              	
                Final
      Design/Pre-Production

              


      

       

      VPI and
the customer may modify these phases as the project progresses and as determined
in subsequent negotiations.

       

      System
Design

       

      VPI will
create a System Specification document that outlines the overall product
requirements, high-level system design, analysis of potential design solutions,
and recommendations. VPI will also develop initial estimates of the per-unit
cost and estimated power usage and battery life.

       

      Prototype
Design

       

      VPI will
design each subsystem and assemble working prototypes that follow the design
guidelines, taking into consideration manufacturability and cost optimization.
Prototypes will be built for testing, analysis, and evaluation
purposes.

       

      Final
Design/Pre-Production

       

      Designs
will be finalized and manufacturing design and documentation will be completed.
The design will then be transferred to production. VPI will manufacture and test
initial pre-production units.

       

      
        	
                4.1

              	
                Phase I – System
Design

              


      

       

      VPI will
create detailed System Specifications for the hardware (mechanical and
electrical systems) based on the requirements provided by VoluSol and subsequent
discussions. The System Specification will outline the overall product
requirements and high-level system designs.

       

      The
system design phase will also include research and selection of many of the
initial components. Wherever possible, components will be selected based on low
cost, short lead times, and multiple sources.

       

      VoluSol
will review the System Specification and any changes identified will be
incorporated.

       

      Tasks

       

      For
a detailed task list and project flow, please refer to the attached project
schedule.

      
        	
                 
      

              	
                ·

              	
                Develop
      the System Hardware Specification

              


      

      
        	
                 
      

              	
                ·

              	
                Research
      and Selection of Major Components

              


      

      
        	
                 
      

              	
                ·

              	
                Design
      Considerations for
Manufacturability

              


      

      
        	
                 
      

              	
                ·

              	
                Create
      Power Budget Estimates

              


      

      
        	
                 
      

              	
                ·

              	
                Design
      Review with VoluSol

              


      

      
        	
                 
      

              	
                ·

              	
                Provide
      Support during Industrial Design

              


      

       

      Deliverables

      
        	
                 
      

              	
                ·

              	
                Document:
      System Hardware Specification

              


      

      
        	
                 
      

              	
                ·

              	
                Updated
      Schedule and Cost Estimates for Phase
II

              


      

      


      
        
          
             

          

          
            10

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

          

        

      

       

      
        	
                4.2

              	
                Phase II –Prototype
Design

              


      

       

      During
this phase, VPI will implement the WiVo watch system’s electrical, mechanical,
and manufacturing design.

       

      The
initial design of the WiVo watch will be created based on the updated System
Specification from Phase I, client reviews, and final industrial design. VPI
will complete the design of the interior and, as necessary, exterior features of
the housing and wrist strap. Prototypes of the housing and strap will be built
and presented to the customer for approval. Prototypes of the electronics will
also be built and tested. Other system components will be procured as identified
in Phase I.

       

      Product
designs will focus on reliability, low cost, and design for manufacturability
and testability.

       

      A full
system prototype will be assembled for product evaluation, approval by the
client, product testing, and EMI pre-certification testing. If desired,
additional prototypes can be assembled using prototype cases for demonstration
by VoluSol to investors and potential customers. Product testing will be done on
the system prototypes.

       

      A design
review will be conducted with the customer to review the design, operation, and
testing results, developed during this phase.

       

      Tasks

       

      For
a detailed task list and project flow, please refer to the attached project
schedule.

      
        	
                 
      

              	
                ·

              	
                Electrical
      Design and Development

              


      

      
        	
                 
      

              	
                ·

              	
                Software/Operating
      System Implementation and Alpha
Testing

              


      

      
        	
                 
      

              	
                ·

              	
                Mechanical
      Design and Development

              


      

      
        	
                 
      

              	
                ·

              	
                Build
      Prototypes

              


      

      
        	
                 
      

              	
                ·

              	
                Product
      Testing

              


      

      
        	
                 
      

              	
                ·

              	
                Design
      Review with Client

              


      

      


      Assumptions

      The
following assumptions are made in this phase of the project and in the estimated
cost and schedule:

      
        	
                 
      

              	
                ·

              	
                Additional
      Prototype Units can be provided if requested by the client. The cost for
      these units is not included in this
proposal.

              


      

      
        	
                 
      

              	
                ·

              	
                Estimates
      for mechanical design and prototypes of the case are based on preliminary
      specifications and requirements from the Client and may change based on
      final industrial design.

              


      

       

      Deliverables

      
        	
                 
      

              	
                ·

              	
                10
      Functional Prototype Systems

              


      

      
        	
                 
      

              	
                ·

              	
                Document:
      Updated System Hardware
Specification

              


      

      
        	
                 
      

              	
                ·

              	
                Updated
      Schedule and Cost Estimates for Phase
III

              


      

      


      
        
          
             

          

          
            11

            
              

            

          

          
             

          

        

      

      


      
        
          

          
            
              

            

             

          

        

      

      
        	
                4.3

              	
                Phase III – Final
  Design/Pre-Production

              


      

       

      Based on
results from testing of the prototype units, design review, and client requests,
VPI will finalize the design of electrical and mechanical portions for the WiVo
watch system. Where appropriate, updated prototypes will be built for
testing.

       

      VPI will
develop a manufacturing plan to outline the product manufacturing process. Any
necessary tooling, fixtures, and test equipment will be specified. The
manufacturing process includes receiving components, incoming QA, assembly
process, acceptance criteria, and product testing.

       

      A Product
Design Package (PDP) will be created that contains (where applicable) both
electronic and paper copies of the System Specification, final designs of the
overall system, final designs and/or specifications of each component, and
testing/verification reports. This will include all manufacturing design,
process, test strategy, assembly drawings, part/component drawings, and bill of
materials.

       

      A design
review will be conducted with the client to review the design of the entire
system.  EMI testing and FCC certification will also be
conducted.

       

      The
manufacturing process designed by VPI and documented in the Product
Manufacturing Package will be transferred to the manufacturing facility. VPI
will provide support to setup the manufacturing process and perform quality
assurance inspections on the pre-production run.

       

      Tasks

       

      For
a detailed task list and project flow, please refer to the attached project
schedule.

      
        	
                 
      

              	
                ·

              	
                Finalize
      Electrical Design and Development

              


      

      
        	
                 
      

              	
                ·

              	
                Software/Operating
      System Implementation and Alpha
Testing

              


      

      
        	
                 
      

              	
                ·

              	
                Finalize
      Mechanical Design and Development

              


      

      
        	
                 
      

              	
                ·

              	
                Build
      Prototypes

              


      

      
        	
                 
      

              	
                ·

              	
                Production
      Process Design

              


      

      
        	
                 
      

              	
                ·

              	
                Assemble
      Product Design Package

              


      

      
        	
                 
      

              	
                ·

              	
                EMI
      Testing and FCC Certification

              


      

      
        	
                 
      

              	
                ·

              	
                Design
      Review with Client

              


      

      
        	
                 
      

              	
                ·

              	
                Monitor
      Pre-Production Run

              


      

       

      Deliverables

      
        	
                 
      

              	
                ·

              	
                2
      Working Final Systems

              


      

      
        	
                 
      

              	
                ·

              	
                Document:
      Product Design Package

              


      

      
        	
                 
      

              	
                ·

              	
                FCC
      Testing Results

              


      

       

      Assumptions

      The
following assumptions are made in this phase of the project and in the estimated
cost and schedule:

      
        	
                 
      

              	
                ·

              	
                Estimated
      expenses include estimates for manufacturer setup expenses (including
      travel.) These expenses do not include any parts, components, or materials
      for the pre-production run that will be incurred in this
      Phase.

              


      

      


      
        
          
             

          

          
            12

            
              

            

          

          
             

          

        

      

      


      
        
          

          
            
              

            

          

        

      

       

      
        	
                5

              	
                Estimated Cost

              


      

       

      
        	
                Description

              	
                Labor

              	
                Expenses

              
	 
      	 
      	 
      
	
                Phase
      I – System Design

              	
                00

              	
                00

              
	
                ·  System
      Hardware Specification

              	
                $17,550

              	
                00

              
	
                · 
      Industrial Design Support

                o 
      Design Reviews

              	
                $2,810

              	
                0

              
	
                Phase
      II – Prototype Design

              	
                00

              	
                000

              
	
                · 
      Electrical Design/Prototype

                o  PCB
      Layout

                o 
      Prototype Manufacturing (10)

                o 
      Prototype Testing

              	
                $70,425

              	
                $4,000

              
	
                · 
      Firmware Design

                o  Basic
      Functions

              	
                $40,500

              	
                0

              
	
                · 
      Mechanical Design

                o 
      Design and Modeling

                o 
      Prototype Manufacturing (10)

              	
                $31,050

              	
                $1,500

              
	
                ·  System
      Testing

              	
                $25,650

              	
                $1,000

              
	
                Phase
      III – Final Design

              	
                0

              	
                0

              
	
                · 
      Electronics

                o 
      Design Updates

                o  PCB
      Layout

                o 
      Manufacture (2) Prototypes

                o 
      Hardware Testing

              	
                $26,440

              	
                $4,000

              
	
                · 
      Firmware

                o  Alpha
      Testing/Release

                o  Beta
      Testing/Release

              	
                $33,750

              	
                0

              
	
                · 
      Regulatory Certification

                o 
      FCC

              	
                $13,500

              	
                $15,000

              
	
                · 
      Mechanical

                o 
      Design Updates

                o 
      Design Review

                o 
      Tooling

                o 
      QA

                o 
      Assembly Drawings

              	
                $24,030

              	
                0

              
	
                · 
      Production Design

                o 
      Manufacturing Process

                o 
      Review/Release Drawings

                o 
      Product Design Package

                o 
      Product Manufacturing Package

              	
                $8,100

              	
                00

              
	 
      	 
      	 
      
	
                Total
      Estimated Cost

              	
                $293,805

              	
                $25,500

              
	 
      	 
      	 
      


      

       

      
        
          
             

          

          
            13

            
              

            

          

          
             

          

        

      

       

      
        
          

          
            
              

            

          

        

      

      All tasks
are time and materials estimates. Actual costs will vary. VPI reserves the right
to re-quote any tasks as specifications and tasks change.

       

      Expenses
include materials for prototype units. They do not include manufacturing
expenses such as materials, assembly costs, and material markup expenses for
pre-production and production runs. These expenses would be based on a per unit
cost, and would be quoted separately.

       

       

      
        	
                6

              	
                Schedule

              


      

       

      See the
attached project schedule V009506.

       

      


      
        
          
             

          

          
            14

            
              

            

          

          
             

          

        

      

      


      
        
          

          
            
              

            

          

        

      

       

      
        	
                7

              	
                Project Terms

              


      

      


      The
following are needed to begin work on the project:

      
        	
                 
      

              	
                ·

              	
                Proposal
      signed or a purchase order from customer referring to this
      document

              


      

      
        	
                 
      

              	
                ·

              	
                Completed
      VPI Credit Application

              


      

      
        	
                 
      

              	
                ·

              	
                Signed
      Professional Services Agreement

              


      

      
        	
                 
      

              	
                ·

              	
                $32,000
      Down Payment to be applied to final
invoice

              


      

       

      Payment
Terms

      
        	
                 
      

              	
                ·

              	
                Monthly
      billing for time and materials

              


      

      
        	
                 
      

              	
                ·

              	
                Net
      15

              


      

      


      Customer
authorizes VPI to begin the work outlined in this proposal.

      


      


      Client
Company:  ______________________________________________

       

      Authorizing
Agent:  _____________________________________________

      


      Title: 
_______________________________________________________

      


      Signature: 
___________________________________________________

      


      Date:
(MM/DD/YY)  ___________________________________________

      


      -------------------

       

      This
proposal is valid for 30 days. All technical information, specifications, costs,
schedules, and all related materials quoted, expressed, or implied in this
document are results of our judgment at this point in time and are only
estimates based upon the information available to us. We reserve the right to
modify such information as we find necessary based on client requests, available
technology, and other eventualities. We will communicate any such changes to the
client and obtain any required approval.

       

       

      The
information contained in this document is the sole property of Visionary
Products Inc. Reproduction in part or whole without the written permission of
Visionary Products Inc. is prohibited. All rights reserved.

       

       

      
         

        15