/stamp/50
RUPEES Rs50 / INDIA / INDIA NON JUDICIAL

    /stamp/MAHARASHTRA
/ C 910427

    /stamp/BAJAJ
AUTO LIMITED / Akurdi, Poona 411035

    /stamp/illegible

    /stamp/8
AUG /illegible/

    


    Master
License Agreement

    


    This
Agreement is made and entered into by and between

    


    Bajaj Auto,
Ltd.

    Akurdi, Pune 411 035,
India

    


    and

    


    New Generation Motors
Corporation

    44645 Guilford Drive, Suite
201

    Ashburn, VA 20147,
USA


    
      
        /stamp/CONFIDENTIAL

         


      

      
        1/46

        
          

        

      

      
         


      

    

    


    /stamp/50
RUPEES Rs50 / INDIA / INDIA NON JUDICIAL

    /stamp/MAHARASHTRA
/ C 910429

    /stamp/BAJAJ
AUTO LIMITED / Akurdi, Poona 411035

    /stamp/illegible

    /stamp/8
AUG /illegible/

    


    THIS
AGREEMENT is made and entered into as of the 17th day of
December, 2005 (“Effective Date”), by
and between New Generation Motors Corporation, with its principal place of
business at 44645 Guilford Drive, Suite 201, Ashburn, Virginia 20147,
hereinafter referred to as “Licensor”, and Bajaj
Auto Ltd. with its principal place of business at Akurdi, Pune 411 035, India,
hereinafter referred to as “Licensee”.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        2/46

        
          

        

      

      
         


      

    

    


    /stamp/50
RUPEES Rs50 / INDIA / INDIA NON JUDICIAL

    /stamp/MAHARASHTRA
/ E 588280

    /stamp/BAJAJ
AUTO LIMITED / Akurdi, Poona 411035

    /stamp/illegible

    /stamp/9
DEC /illegible/

    


    WHEREAS,
the Licensor is an engineering design, development, and licensing entity which
has expended time, effort, and money to develop and obtain intellectual know how
in the field of producing, merchandising, distributing,  promoting-
the sale and service of Products, as defined in Attachment 1, and has
established successfully such Products under the trade name New Generation
Motors or NGM, referred to herein as the  "Trade Name", and desires to
license certain rights to the same to Licensee; and


    
      
        /stamp/CONFIDENTIAL

         


      

      
        3/46

        
          

        

      

      
         


      

    

    


    /stamp/50
RUPEES Rs50 / INDIA / INDIA NON JUDICIAL

    /stamp/MAHARASHTRA
/ E 588278

    /stamp/BAJAJ
AUTO LIMITED / Akurdi, Poona 411035

    /stamp/illegible

    /stamp/9
DEC /illegible/

    


    WHEREAS,
the Licensee is in the business of manufacturing and sales of two (2) and three
(3) wheeled vehicles primarily in the automotive industry, and desires to
receive a license for the proprietary engineering designs, manufacturing
specifications and technology established by the Licensor for the Products as
defined in Attachment 1 and utilize the same for manufacture and sale of its
two, three and four wheeler Products (“Licensee’s two wheeler
Products” / “Licensee’s three wheeler Products” / “Licensee’s four wheeler
products” as the case may be”);


    
      
        /stamp/CONFIDENTIAL

         


      

      
        4/46

        
          

        

      

      
         


      

    

    


    THEREFORE
the parties to this agreement in consideration of covenants contained herein
agree as follows:

    


    
      	
              1.

            	
              LICENSE.

            


    

    


    
      	
               
      

            	
              a.

            	
              Manufacturing
      License: Upon the terms and conditions set out herein, the Licensor
      hereby grants to Licensee

            


    

    


    
      	
               
      

            	
              Ø

            	
              an
      exclusive right and license to manufacture the Products upon the
      specifications attached hereto as Attachment 1,
      in India for use in the Licensee’s Three wheeler
  Products;

            


    

    


    
      	
               
      

            	
              Ø

            	
              an
      exclusive license to manufacture the Products upon the specifications
      attached hereto as Attachment 1, in India for use in the Licensee’s Two
      wheeler Products;

            


    

    


    
      	
               
      

            	
              Ø

            	
              a
      non exclusive license to manufacture the Products upon the specifications
      attached hereto as Attachment 1, in India for use in the Licensee’s four
      wheeler Products ;

            


    

    


    
      	
               
      

            	
              Ø

            	
              a
      non-exclusive license to manufacture the Products upon the specifications
      attached hereto as Attachment 1, in India for use in products other than
      the Licensee’s Two wheeler / three wheeler / four wheeler
      products,

            


    

    


    together
referred to as “Manufacturing
License”.

    


    
      	
               
      

            	
              b.

            	
              Distribution
      License: Upon the terms and conditions set out herein, the Licensor
      hereby grants Licensee

            


    

    


    
      	
               
      

            	
              Ø

            	
              an
      exclusive right and license to use / sell the Products for incorporation
      into the Licensee's three wheeler Products (“Distribution
      License” and together with the Manufacturing License, the “Product
      License”) for sale throughout the world, except the USA. It is
      expressly agreed that, the Licensor agrees not to license the Products to
      any other three (3) wheeler application to any party anywhere in the world
      except for sale in the United States of
America.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        5/46

        
          

        

      

      
         


      

    

    


    Provided
however, that in the event of opportunities for the license of the Products in
a  three (3) wheeler application becomes available to Licensor in
countries where the Licensee is not then selling its three (3) wheelers, the
same shall be discussed  in good faith between parties, for a mutually
acceptable  agreement on how such opportunity may be
pursued.

    


    
      	
               
      

            	
              Ø

            	
              A
      non-exclusive right and license , a Product License, (“Distribution
      License” and together with the Manufacturing License)  to
      use / sell the Products for incorporation into the Licensee's three (3)
      wheeler Products for sale in USA.

            


    

    


    
      	
               
      

            	
              Ø

            	
              an
      exclusive right and license to use / sell the Products for incorporation
      into the Licensee's two (2) wheeler Products (“Distribution
      License” and together with the Manufacturing License, the “Product
      License”) for sale in India;

            


    

    


    
      	
               
      

            	
              Ø

            	
              a
      non-exclusive right and license ,a   Product License,
      (“Distribution
      License” and together with the Manufacturing License)  to
      use / sell the Products for incorporation into the Licensee's two (2)
      wheeler Products in the rest of the world (excluding India) &
      Licensee’s four (4) wheeler products  for sale throughout the
      world.

            


    

    


    
      	
               
      

            	
              Ø

            	
              a
      non-exclusive right and license, a Product License (“Distribution
      License” and together with the Manufacturing License), to use /
      sell the Products for any other applications (other than those mentioned
      in foregoing paragraphs of this clause) for sale throughout the world
      excluding the USA. The Licensee shall inform the Licensor on a quarterly
      basis, on all such sales made by the
Licensee.

            


    

    


    
      	
               
      

            	
              c.

            	
              Requirements of the
      Licenses. Licensee acknowledges that the Licenses do not include
      any right to sell either directly or through any reseller, distributor or
      similar party, to any company that designs, manufactures and markets or
      sells products that compete with the
Products.

            


    

    


    
      	
               
      

            	
              d.

            	
              Rights
      Retained.  All rights to the Products not specifically
      granted herein are retained by
Licensor

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        6/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              e.

            	
              Retention of
      Exclusivity.  If Commercial Production has not started
      within 3 years from the Effective Date, parties will discuss any
      further  extension of this period and related
      terms.   Should there be no conclusion within thirty (30)
      days thereafter, Licensee will negate any exclusivity right under but not
      limited to the “Manufacturing License” and the “Distribution License” that
      it may have and all such rights will be considered to be non-exclusive
      from the expiry of the said 30
days.

            


    

    


    
      	
              2.

            	
              TERM.

            


    

    Subject
to the terms hereof, the term of this Agreement shall commence from the
Effective Date and shall continue till completion of ten (10) years from the
Effective date  or seven (7) years from the date of commencement of
Commercial Production, whichever is earlier. “Commercial
Production” shall commence upon the completion of the initial 1,200 units
and remittance of all Pre-Production technology fees.

    


    
      	
              3.

            	
              TECHNOLOGY
      FEE.

            


    

    


    In
consideration of the grant of the Licenses, Licensee agrees to pay the Licensor
$645,500 (each a “Technology Fee”),
subject to such with-holding taxes as required by current India law, as follows
(all shown in US dollars):

    


    
      	
               
      

            	
              1.

            	
              $495,500
      Pre-production Fee to be completed before Commercial Production commences,
      as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              $245,500
      on signing of the Agreement.

            


    

    


    
      	
               
      

            	
              b.

            	
              $250,000
      being the amount calculated at the rate of $400.00 for the first 625 units
      of Licensee’s 3 wheeler Products sold. Payment of this amount shall be
      made on a quarterly basis, for sale during Jan-March; April – June;
      July-September and during October to December
      periods.  Remittances shall be accompanied by statements showing
      the computation of amounts, duly certified by the Licensee's regular
      Chartered Accountants. Payment will be made within 45 days of end of the
      respective quarter.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        7/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              $150,000
      Commercial Production Fee.

            


    

    


    
      	
               
      

            	
              a.

            	
              $
      50,000 upon the commencement of Commercial Production of Licensee’s
      Products;

            


    

    
      	
               
      

            	
              b.

            	
              $
      50,000 on completion of cumulative sale from the date of commencement of
      Commercial Production of ,000 units of Licensee’s Products
    and

            


    

    
      	
               
      

            	
              c.

            	
              $
      50,000 on completion of cumulative sale from the date of commencement of
      Commercial Production of 10,000 units of Licensee’s
    Products.

            


    

    


    All the
above payments will be subject to deduction of withholding tax, as applicable
under the then current tax laws of India.  Licensee agrees to provide
together with the Technology Fee for items 1.b above an accounting of the
calculation of Technology Fee in sufficient detail to fully advise Licensor
thereof.

    


    The
Licensee will make each of the above payments without requirement to receive
invoices from Licensor, not later than the applicable due date.

    


    
      	
              4.

            	
              LICENSEE
      FEES.

            


    

    


    In
addition to the Technology Fee, the Licensee shall pay fees (each a “Licensing
Fee”) as follows:

    


    
      	
               
      

            	
              i.

            	
              For
      sales made pursuant to the Distribution License involving the Licensee’s
      three (3) wheeler Products: the Licensee shall pay $32.00 net of taxes,
      for sale of the Product.  The License Fee will be limited to a
      cumulative volume of 250,000 systems from the date of commencement of
      Commercial Production when used in Licensee’s three (3) wheeler Products,
      during the term of this Agreement.  No License Fee is payable on
      the first 1,200 units when used in Licensee’s  three (3) wheeler
      Products and this volume will be excluded from the 250,000 cumulative
      count.

            


    

    


    
      	
               
      

            	
              ii.

            	
              For
      sales made pursuant to the Distribution  License involving
      products other than Licensee’s  three (3) wheeler
      products:

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        8/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1.

            	
              For
      sale of Licensee’s  two (2) wheeler products and
      Licensee’s  four (4) wheeler products, parties will discuss and
      arrive at a License fee mutually and record separate agreements for the
      same, prior to commencement of commercial sales of such
      products.

            


    

    


    
      	
               
      

            	
              2.

            	
              For
      sale of Products for applications other than Licensee’s 2/3/4 wheeler
      products, the Licensee shall pay Licensor four percent (4%) of the total
      sales revenue net of taxes and net of landed value of imported parts of
      such Products as a Licensing Fee for the Products net of applicable
      with-holding taxes.

            


    

    


    
      	
               
      

            	
              3.

            	
              No
      License Fee will be payable for any sale of the Products  by
      Licensee to Licensor under Section
8.

            


    

    


    Payment
of Licensing Fees shall be made on a semi-annual basis, for sale during April to
September and during October to March periods.  Remittances shall be
accompanied by statements showing the computation of royalties, duly certified
by the Licensee's regular Chartered Accountants. Payment of Licensing Fees will
be made within 45 days of 30th September or 31st March as the case may
be.

    


    
      	
              5.

            	
              DERIVATIVE
      TECHNOLOGY.

            


    

    


    “Derivative
Technology” shall mean all improvements, modifications or developments
thereof to the Products as described in Attachment 1 that may be conceived,
innovated and/or originated either from the Licensor or the Licensee and
include: (a) any  copyrightable or copyrighted material, any
translation (including translation into other computer or other languages),
proration, modification, correction, addition, extension, upgrade, improvement,
compilation, abridgment or other form in which an existing work may be recast,
transformed or adapted; (b) any patentable or patented material, any
improvement thereon; and (c) any material protected by trade secret, any
new material derived from such existing trade secret material, including such
new material that may be protected by copyright, industrial design, patent
and/or trade secret laws and / or any other allied laws.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        9/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              Unless
      otherwise specifically agreed to between the parties and specified herein
      as it relates to the Products, all Derivative Technology conceived by and
      / or originated by the Licensee shall be the joint property of the
      Licensor and the Licensee; provided the Derivative Technology is not an
      immaterial or simple engineering change that is readily obvious due to
      information transferred to the Licensee by the Licensor. By virtue of
      provisions of this agreement, the Licensor shall have exclusive rights to
      the said Derivative technology originated by the Licensee for manufacture
      and sale in USA and the Licensee shall have exclusive rights to sale in
      India.  For rest of the World, parties will discuss and mutually
      settle.

            


    

    


    All
Derivative Technology conceived by and / or originated by the Licensor shall be
the property of the Licensor.  The Licensee shall have rights similar
to those explained in clause 1 of this agreement over such Derivative technology
owned by the Licensor; provided that the Derivative Technology still meets the
criteria of the Products as specified in Attachment 1 and is an immaterial or
non-functional change to the specifications of the Products.

    


    
      	
              6.

            	
              TECHNICAL
      SUPPORT

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Licensor shall provide the following support without the Support Fees or
      any other charges for the same with all costs borne by the Licensor,
      including costs for engineers travel, man-day charges and other expenses
      of Licensor's except for materials or travel to other than Licensees
      premises in Akurdi, India, for enabling the completion of initial batches
      up to 100 units of  Licensee’s Products planned to be sold in
      the Indian market:

            


    

    


    
      	
               
      

            	
              1.

            	
              Analysis
      of data collated by Licensee from the actual product ionization conditions
      directly relating to the Licensor’s Products – to confirm the
      specifications for mass manufacture and performance specifications
      targeted.

            


    

    


    
      	
               
      

            	
              2.

            	
              Establishment
      of technical liaisons to help resolve all problems faced in production and
      sale of the Products.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        10/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.

            	
              Analysis
      of data collated by Licensee from the actual usage conditions of Licensors
      Products – to analyze any problems failures that may be reported from the
      field (customers, service points, etc.) and technical development efforts
      to countermeasure any gaps in the
same.

            


    

    


    During
this phase, deputation to India of Licensor’s experts for 90 man days is
anticipated. Licensor shall co-operate with Licensee by deputing experts of the
right skills & expertise appropriate for the assignment planned to be
accomplished.

    


    
      	
               
      

            	
              2.

            	
              The
      Licensor shall, within 90 days of Effective Date and receipt of initial
      Technology fee as specified in 3.i.a, make available to the Licensee a
      "Technology Transfer package" consisting of any information listed in
      Attachment 4 that is available at the Licensor up till that date such, as
      specifications, drawings, software and, processes required for the
      manufacture, testing and maintenance of requisite quality levels by the
      Licensee.

            


    

    


    
      	
               
      

            	
              3.

            	
              Should
      the “Technology Transfer Package” not be transferred in the allotted time,
      the parties will discuss a possible extension period to fulfill and
      complete said package.  Should there be no conclusion within
      thirty (30) days the Licensor will repay to Licensee any funds received
      under Article 3.1.a to the Licensee and the Master License Agreement will
      be considered terminated with no Default associated to any of the
      parties.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Licensor shall continue to provide consulting assistance for the Products
      to the Licensee up to completion of 1200 units of Licensee’s Products or a
      period of one (1) year from the effective date, whichever is earlier,
      without the Support Fees or any other charges for the same with all costs
      borne by the Licensor, including costs for engineers travel man-day
      charges and other expenses of Licensor's except for materials or travel to
      other than Licensees premises in Akurdi,
India.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        11/46

        
          

        

      

      
         


      

    

    


    During
this phase, deputation requirements to India of Licensor’s experts, shall be
discussed and scheduled at the beginning of each quarter. Licensor shall
co-operate with Licensee by deputing employees of the right skills &
expertise appropriate for the assignment planned to be
accomplished.

    


    
      	
               
      

            	
              5.

            	
              For
      any consulting assistance after completion of 1200 units of Licensee’s
      Products or expiry of 1 year from effective date whichever is earlier, the
      fees and expenses to be borne by the Licensee are detailed in Attachment
      3, “Support Fees”.

            


    

    


    
      	
               
      

            	
              6.

            	
              In
      order to facilitate the technical support and increase its effectiveness,
      the Licensee shall allow and provide office space and office facilities
      for up to two (2) representatives of the Licensor at the Licensee’s
      premises, and shall make available to such representative(s) any relevant
      information requested and permit said representative(s) to inspect its
      operations, as well as to make such inspections as representatives of the
      Licensor consider necessary for the purpose of facilitating said Master
      License Agreement.

            


    

    


    
      	
               
      

            	
              7.

            	
              If
      such technical support requires travel within India other than the
      Licensee’s premises, the Licensee shall pay for all associated
      expenditures, such as but not limited to, travel and lodging, at actual,
      costs, duly supported by requisite
receipts.

            


    

    


    
      	
              7.

            	
              LABELING.

            


    

    


    Each
party shall have the right to market its products under such brand-name and/or
trade or product name as it deems fit.

    


    If the
Products are sold by the Licensee to any other application, other than the
Licensee’s Products, the Licensee, shall clearly indicate or infer on the
Products in a prominent location, and in its sales promotion materials
“Manufactured under License from New Generation Motors Corporation,
USA”.

    


    In case
Products are manufactured by Licensee for Licensor, Licensor shall use its own
labeling as it deems fit.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        12/46

        
          

        

      

      
         


      

    

    


    
      	
              8.

            	
              SUPPLY OF THE PRODUCTS
      TO LICENSOR.

            


    

    


    The
Licensee hereby agrees to manufacture and sell the Products, parts or
configurations thereof covered by the Master Licensing Agreement to the Licensor
for a minimum period up to 30-9-2006 in lots convenient to the Licensee and at
any period while the Licensee may manufacture the Products for any use. Should
the Licensee decide to cease production of the Products or parts thereof, the
Licensee will notify the Licensor of its decision with a minimum notice of
thirty (30) days to place one last order.  The Licensee will make its
best effort to accept and complete the order within reasonable
time.  The price and other commercial terms for supplies shall
be agreed upon and set forth in writing by the parties from time to
time.

    


    Notwithstanding
the foregoing, it is agreed that:

    


    
      	
               
      

            	
              a.

            	
              In
      case of supplies to Licensor, the Licensee is absolved of any liabilities,
      costs, damages, warranties, product liabilities, etc. that may arise there
      from. All such and any other liabilities & costs arising directly or
      otherwise, shall be the total responsibility of the Licensor. Licensor
      may, if he deems necessary, ensure the quality of the supplies prior to
      dispatch and Licensee’s responsibilities shall end with dispatch from
      India.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Licensee will provide five (5) of the Products (“Test Units”) for testing
      and final production qualification (100% produced by the Licensee) to the
      Licensor at no charge before the Licensor can attest to the reliability
      and stability of the Products.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Licensee will manufacture and sell up to a maximum of 300 units of the
      Products to the Licensor at total cost and the Licensee agrees not to
      charge a profit margin on the same. The total cost of the product to
      Licensor shall be the cost of materials, other direct costs to Licensee,
      with other overheads as used internally with only the additions of actuals
      for export processing (packing, agent, commissions, insurance
      etc.).

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        13/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              d.

            	
              For
      supplies beyond the above 305 units, the pricing shall be computed on the
      basis of total cost + 10%.

            


    

    


    
      	
               
      

            	
              e.

            	
              In
      case of any dispute as to the total cost, the figure duly certified by the
      Licensee’s auditors shall be final and
binding.

            


    

    


    
      
        	
                9.

              	
                CONFIDENTIAL
      INFORMATION:

              


      

    

    


    
      
        	
                
                

              	
                a. 

              	
                Each
      party agrees that it will keep confidential and not disclose the
      Confidential Information of the other. Each party will be free however to
      provide such information as is reasonably necessary to ensure it fulfils
      its obligations under this Agreement, to its employees, vendors, dealers
      and sub-Licensees, subject to binding the recipients of such information
      with similar secrecy
covenants.

              


      

    

    


    
      	
               
      

            	
              b.

            	
              “Confidential
      Information” shall mean all technical data, including design
      information, engineering diagrams, computer software, computer programs,
      and any other information in tangible or recorded form, and other
      non-public, confidential, proprietary, trade secret or restricted
      information which is furnished by one party to the other in the course of
      performing under this Agreement.  Confidential Information also
      includes the above items of a customer if provided by
      Licensor.  Confidential Information also includes the specific
      terms and conditions of this Agreement, including, but not limited to, the
      development schedule for as may be agreed upon by the
    parties.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      obligation not to disclose however shall not be applicable in respect of
      Confidential Information which:

            


    

    


    
      	
               
      

            	
              i)

            	
              was
      in the possession of, or was known to the other, without any obligation to
      maintain its confidentiality, prior to disclosure by the party owning the
      Confidential Information and which information was obtained otherwise than
      in breach of this Agreement;

            


    

    


    
      	
               
      

            	
              ii)

            	
              is
      or becomes generally known to the public without any violation of this
      Agreement by the party receiving the
same;

            


    

    


    
      	
               
      

            	
              iii)

            	
              is
      obtained by the party receiving the same from a third party, which
      obtained the same without any obligation to keep such Confidential
      Information confidential; or

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        14/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              iv)

            	
              can
      be shown to be independently developed by the party receiving the same
      without use of such Confidential
Information.

            


    

    


    
      	
               
      

            	
              d.

            	
              From
      time-to-time, information regarding schedule of development, progress
      against the same, etc. may be provided to the Indian Governmental
      ministries / departments / agencies, and other agencies like USAID, GEF,
      UNDP, etc. as Licensee deems fit.

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      provisions of this Article 9 shall survive the termination expiration of
      this Agreement for a period of five (5)
years.

            


    

    


    
      	
            	
              10.

            	
              WARRANTIES:

            


    

    


    
      	
               
      

            	
              a.

            	
              Licensor
      assures that to the best of its knowledge, the Intellectual Property
      Rights, designs and technical know-how utilized in the licensed Products
      hereunder do not infringe or violate any existing patent or design
      registration, trademarks or copyrights or such other rights of anyone
      anywhere in the world.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Licensor shall, as a part of this Agreement, and for reference provide the
      Licensee with a copy of the Claims and extract thereof, of the Patents,
      Provisional Patents, design registration, trademarks or copyrights
      utilized by the Products and filed by the Licensor, and further, one
      complete copy of the Patents/ Provisional Patents utilized by the Products
      filed till the Effective Date and that are filed during the term of this
      agreement.

            


    

    


    
      	
               
      

            	
              c.

            	
              Licensor
      shall hold Licensee harmless and shall reimburse Licensee for all costs,
      expenses including legal expenses, direct losses, etc. excluding profits
      during the term of this agreement in case of any third party infringement
      suits arising out of the Intellectual Property Rights, designs and
      technical know-how  utilized by the Products as licensed by the
      Licensor under this Agreement.

            


    

    


    
      	
               
      

            	
              d.

            	
              If
      an injunction, decree or judgment is entered providing that Licensee may
      not use any of the Products in the manner contemplated by this Agreement
      without violating the intellectual property rights of a third party,
      Licensor may, at its sole option either (i) procure for Licensee the right
      to use the Products as furnished hereunder, or (ii) replace or modify the
      Products to make the same non-infringing, within a reasonable
      time.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        15/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              e.

            	
              If
      the Licensee receives notice of the assertion by any third party of any
      claim or of the commencement by any such third person of any claim or
      action (any such claim or action being referred to herein as an “Indemnifiable
      Claim”) with respect to the Licensor, the Licensee shall promptly
      notify the Licensor in writing (the “Claim Notice”)
      of the Indemnifiable Claim.

            


    

    


    
      	
               
      

            	
              f.

            	
              The
      Licensor will have the right to assume defense and defend the Licensee
      against the Indemnifiable Claim with counsel of the Licensor’s choice so
      long as (i) the Licensor notifies the Licensee in writing within
      twenty-one (21) days after the Licensee has given notice of the
      Indemnifiable Claim that the Licensor, subject to the terms and conditions
      hereof, will indemnify the Licensee from and against the entirety of any
      costs and damages the Licensee may suffer resulting from, arising out of,
      relating to, in the nature of, or caused by the Indemnifiable Claim, (ii)
      the Licensor provides the Licensee with evidence reasonably acceptable to
      the Licensee that the Licensor will have the financial resources to defend
      against the Indemnifiable Claim and fulfill its indemnification
      obligations hereunder, (iii) the Indemnifiable Claim involves only money
      damages and does not seek an injunction or other equitable relief, (iv)
      settlement of, or an adverse judgment with respect to, the Indemnifiable
      Claim is not, in the good faith judgment of the Licensee, likely to
      establish a precedential custom or practice materially adverse to the
      continuing business interests of the Licensee, and (v) the Licensor
      conducts the defense of the Indemnifiable Claim actively and
      diligently.

            


    

    


    
      	
               
      

            	
              g.

            	
              So
      long as the Licensor is conducting the defense of the Indemnifiable Claim
      in accordance with this Article 10, (i) the Licensee may retain separate
      co-counsel at its sole cost and expense and participate in the defense of
      the Indemnifiable Claim, (ii) the Licensee will not consent to the entry
      of any judgment or enter into any settlement with respect to the
      Indemnifiable Claim without the prior written consent of the Licensor (not
      to be withheld unreasonably).  , and (iii) the Licensor will not
      consent to the entry of any judgment or enter into any settlement with
      respect to the Indemnifiable Claim without the prior written consent of
      the Licensee (not to be withheld
unreasonably).

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        16/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              h.

            	
              Licensor
      warrants that it has the right to enter into this Agreement and Licensor’s
      performance of this Agreement will not violate any Agreement between
      Licensor and any third persons.

            


    

    


    
      	
               
      

            	
              i.

            	
              Licensee
      warrants that it has the right to enter into this Agreement and Licensor’s
      performance of this Agreement will not violate any Agreement between
      Licensee and any third persons.

            


    

    


    
      	
               
      

            	
              j.

            	
              THE
      WARRANTIES OF LICENSOR CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL
      OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS, IMPLIED OR
      STATUTORY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL,
      INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST
      PROFITS OR REVENUES, OR FOR LOSS OF DATA FROM ANY CAUSE, WHETHER OR NOT
      LICENSOR HAS RECEIVED NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES,
      UNLESS EXPLICITLY STATED OTHERWISE
ABOVE.

            


    

    


    
      	
              
              

            	
              k.

            	
              OTHER
      THAN IN CASE OF ANY THIRD PARTY INFRINGEMENT SUITS COVERED UNDER c.
      ABOVE.  THE LIABILITIES OF LICENSOR FOR DAMAGES UNDER THIS
      AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, ONE-HALF (1/2) THE NET
      REVENUE RECEIVED BY LICENSOR FROM LICENSEE IN THE PAST THIRTY
      SIX  (36) MONTHS FROM THE DATE ON WHICH THE CAUSE  /
      ACTION FOR WHICH LIABILITY IS BEING IMPOSED
  AROSE.

            


    

    


    
      	
               
      

            	
              l.

            	
              IN
      THE EVENT OF A THIRD PARTY INFRINGEMENT SUIT AS COVERED UNCER c. ABOVE,
      THE LIABILITIES OF LICENSOR WILL NOT EXCEED, IN THE AGGREGATE, THE NET
      REVENUE RECEIVED BY LICENSOR FROM
LICENSEE.

            


    

    


    
      
        	
                11

              	
                ASSIGNMENT:

              


      

    

    


    Neither
party shall assign, transfer or otherwise dispose off any of its rights or
obligations under this Agreement, in whole or in part, without the prior written
consent of the other party, which will not be unreasonably withheld conditioned
or delayed, provided however that this Agreement may be assigned by Licensor
upon written notice to Licensee to any entity which is acquiring all the assets
or equity of Licensor, either by merger or other method.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        17/46

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              RENEWAL.

            


    

    


    At the
expiration of the Term, the parties may discuss the option to renew the Licenses
and arrive at suitable agreements mutually.  No lumpsum or renewal fee
should be charged at such renewal and any renewal agreement shall cover terms
such as value addition by the Licensor and running royalty consideration for the
same.

    


    
      	
              13

            	
              FORCE
      MAJEURE.

            


    

    


    If any
party hereto is rendered unable, wholly or in part, to carry out any of its
duties or obligations under this Agreement by reason of Act of God, or the
public enemy, strikes, lockouts, fire, explosion, perils of the sea, floods,
drought, war, sabotage, acts of terrorism, accident, or embargo then such party
shall forthwith give written notice thereof to the other party of the nature of
the circumstances causing such inability to perform, and thereupon, to the
extent that the party giving such notice is unable to perform its duties or
obligations by reason of said circumstance, such duties or obligations shall be
suspended, during, but no longer than, the period of the existence of such
circumstances. If the effect of the force majeure lasts for over 120 days the
parties shall try to settle the problem by good faith negotiations and reach a
mutual agreement.

    


    
      	
              14.

            	
              TERMINATION.

            


    

    


    
      	
            	
              a.

            	
              This
      AGREEMENT may be terminated in any one of the following
    ways:

            


    

    


    
      	
               
      

            	
              i.

            	
              By
      not less than 90 days written notice from the Licensee to the Licensor if
      the Licensee has elected to discontinue manufacture and sale of the
      Licensee’s Products, provided however, that all orders for the Product
      then outstanding under Section 8 shall nevertheless be completed and
      delivered to Licensor.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        18/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ii.

            	
              By
      either party, if the other defaults in its performance of any material
      provision, warranty, term or condition of this Agreement and fails to cure
      the default within thirty (30) days of receipt of written notice from the
      non defaulting party, describing such default in reasonable detail,
      and

            


    

    


    
      	
            	
              iii.

            	
              By
      written consent of both parties;

            


    

    


    
      	
               
      

            	
              b.

            	
              Each
      party shall also have the right to terminate this Agreement by giving
      written notice of termination on the other party at any time upon or
      after:

            


    

    


    
      	
               
      

            	
              1.

            	
              filing
      by the other party of a petition of bankruptcy for liquidation;
      or

            


    

    


    
      	
               
      

            	
              2.

            	
              appointment
      of a Receiver for all or a substantial part of the property of the other
      party; or

            


    

    


    
      	
               
      

            	
              3.

            	
              making
      by the other party of any assignment for the benefit of its creditors;
      or

            


    

    


    
      	
               
      

            	
              4.

            	
              institution
      of any proceeding for the liquidation or winding up of the business or
      for the termination of the corporate charter of the other party which is
      not dismissed for a period of ninety(90)
days..

            


    

    


    
      	
              15.

            	
              CONSEQUENCES OF
      TERMINATION:

            


    

    


    
      	
               
      

            	
              a.

            	
              Upon
      the termination of this Agreement for any cause arising out of Licensee’s
      default, the Licensee will immediately discontinue the use and sale of all
      the Products, Trade Names, trademarks, signs, structures, and forms of
      advertising showing the relationship with the Licensor and the Products
      thereof.  Upon expiration of the Agreement or upon termination
      of this Agreement owing to default of Licensor or procedure suffered by
      Licensor as described in Section 14b, or owing to force majeure affecting
      either party, Licensee shall have the right to continue to produce and
      sell Licensee’s three (3) wheeler, two (2) wheeler & four (4) wheeler
      products incorporating the Products, without any further payments, other
      than those that have fallen due up to the date of expiration / termination
      as the case may be, under this
agreement.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        19/46

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b.

            	
              However,
      Licensee will discontinue use of Trade Names, trademarks, signs,
      structures, and forms of advertising previously approved by the
      parties.

            


    

    


    The
following Sections shall survive the termination or expiration of the Agreement
for any reason: 5,8,9,10,15,16,17,18,19,20,21 and 22

    


    
      	
              16.

            	
              GOVERNING
      LAW.

            


    

    


    This
Agreement and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of India.

    


    
      	
              17.

            	
              ARBITRATION:

            


    

    


    All
disputes between the parties under this Agreement shall be resolved mutually by
good faith negotiations.  In case no such settlement can be reached
through such negotiations within ninety (90) days, such disputes shall be
submitted to binding arbitration in accordance with the rules of International
Chambers of Commerce (ICC).  The procedure for arbitration shall be in
accordance with ICC’s rules.  Arbitration proceedings shall be held in
the country of the defendant.

    


    
      	
              18.

            	
              NOTICES:

            


    

    


    Any
notices, requests or other communications required or permitted to be given
hereunder shall be in writing in English language and shall be sent by FEDEX or
similar private delivery system with receipt, postage prepaid, to the other
party at their respective addresses set forth below or to such other address as
may from time to time be notified by each party to the other party in accordance
with this Article 18, and shall also be faxed with a receipt generated by the
fax machine:

    


    If to
Licensor:                                

    New
Generation Motors Corp.

    44645
Guilford Drive, Suite 201

    Ashburn,
VA 20147, USA

    Fax No.:
703-858-0699

    Attention:
Contracts Officer


    
      
        /stamp/CONFIDENTIAL

         


      

      
        20/46

        
          

        

      

      
         


      

    

    


    If to
Licensee:

    Bajaj
Auto Limited

    Akurdi,
Pune 411 035,
India

    Attention    :   Mr.
S. Ravikumar,

    Title:   GM
Business Development

    E-mail:   sravikumar@bajajauto.co.in

    Fax
No.  00 91 20 2740
7397                                                                           ·

    


    All
notices, requests or other communication shall be deemed to have been given
three (3) days after being duly deposited with the delivery service provided the
same has been faxed as required hereunder.

    


    
      	
              19.

            	
              ENTIRE
      AGREEMENT:

            


    

    


    This
Agreement constitutes the entire and only Agreement between the parties hereto
relating to the subject matter hereof and cancels all previous Agreements,
negotiations, commitments and representations, whether formal or informal, oral
or written, with respect to the subject matter hereof.  Attachments
and recitals to this Agreement are incorporated herein by reference and form
part of this Agreement.

    


    
      	
              20.

            	
              AMENDMENTS:

            


    

    


    This
Agreement shall not be amended, changed or modified in any manner except by an
instrument in writing signed by a duly authorised representative of each party
hereto.

    


    
      	
              21.

            	
              NO
      WAIVER:

            


    

    


    No
failure to exercise or delay in exercising any right or remedy under this
Agreement by any party shall operate as a waiver thereof or of any other right
or remedy which such party may have hereunder nor shall any single non exercise
or partial exercise of such right or remedy preclude any further exercise
thereof or of any other right or remedy which such party may have
hereunder.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        21/46

        
          

        

      

      
         


      

    

    


    The
rights and remedies set forth in this Agreement are cumulative and not exclusive
of other rights and remedies under this Agreement, provided by law, in equity or
otherwise.

    


    
      	
              22.

            	
              SEPARABILITY OF
      PROVISIONS.

            


    

    


    If any
covenant or other provision of this Agreement is invalid, illegal, or incapable
of being enforced, by reason of any rule of law, administrative order, judicial
decision or public policy, all other covenants and provisions of this Agreement
shall, nevertheless, remain in full force and effect, and no covenant or
provision shall be deemed dependent upon any other covenant or provision unless
so expressed herein.

    


    IN WITNESS WHEREOF, the
parties have caused this AGREEMENT, in duplicate, to be executed by their duly
authorized officers as of the day and year first above written.

    


    
      
        
          
            	
                    /stamp/ City/County
      of Fairfax

                    Commonwealth
      of Virginia

                    Subscribed
      and sworn before me, in my presence, this 21 day
      of December,
      2005 by Hussein
      Khajehnouri Notary
      Public

                    My commission
      expires May
      31, 2009/

                  	 
      	
                    /stamp/
      HOSSEIN KHAJEHNOURI

                    NOTARY
      PUBLIC

                    COMMONWEALTH
      OF VIRGINIA

                    My
      commission Expires

                    May
      31, 2009/

                    /notary
      seal/ HOSSEIN KHAJEHNOURI

                    NOTARY
      PUBLIC

                    COMMONWEALTH
      OF VIRGINIA/

                  
	 
      	 
      	 
      
	
                    Witness

                    Print Name:    Hossein
      K. Nouri

                  	 
      	 
      
	 
      	 
      	
                    /s/
      ERIC
      TAKAMURA

                  
	
                      /s/
      TAPAN
      BASU

                  	 
      	
                    Eric
      Takamura

                  
	
                    Witness:
      Tapan Basu

                    GM
      (EV)

                  	 
      	
                    Chief
      Operating Officer

                    Place:
      Sterling Virginia, USA

                    Date:
      21 December, 2005

                  
	 
      	 
      	 
      
	 
      	 
      	
                    BAJAJ
      AUTO LTD.

                  
	 
      	 
      	
                    /s/
      S. Ravikumar

                  
	 
      	 
      	
                    G M
      Business Development

                    Place:
      PUNE, INDIA

                    Date:
      17 DECEMBER
2005

                  


          

        

      

    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        22/46

        
          

        

      

      
         


      

    

    


    ATTACHMENT
1

    


    
      Definition of THE
PRODUCTS

    

    


    THE
PRODUCTS as referred to and stated in the Master License Agreement consists of
the following;

    
      	
              1)

            	
              Integrated
      Electric Motor and Controller operating off of a nominal 48V DC bus, or
      12V variations thereof that may be referred to but not limited to as the,
      EMS EMS401-043, and has similar specifications but not limited to that
      shown in LICENSOR Documents 340-000018
  EMS401-043.

            


    

    
      	
              2)

            	
              Vehicle
      Control Module that may be referred to but not limited to VCM, VCM440, and
      has similar specifications but not limited to that shown in LICENSOR
      Document 340-000015 VCM440.

            


    

    
      	
              3)

            	
              Any
      major subcomponent of the EMS401-043 such as the electric motor and or the
      motor controller package in a standalone configuration that may be
      referred to but not limited to M401 or EVC401-043, 3
      Phase Motor Controllers These components will have similar but not limited
      to the following specifications as shown in LICENSOR documents
      340-000025 and 340-000014
      EVC401

            


    

    
      	
              4)

            	
              Any
      derivatives of said components that exists and or may exist in the future
      that meet all of the following
criteria:

            


    

    
      	
               
      

            	
              a)

            	
              Motor
      components

            


    

    
      	
               
      

            	
              i)

            	
              Stator
      sizes equal to or within the range of 230 to 250mm Outer diameter and of
      130mm to 150mm Inner diameter.

            


    

    
      	
               
      

            	
              ii)

            	
              Stator
      Assemblies equivalent to 8 poles with winding configuration of 4 coils per
      phase in parallel, 4 coils in series per phase or any combination
      thereof.

            


    

    
      	
               
      

            	
              iii)

            	
              Motor
      configurations consisting of one stator per system or
  unit.

            


    

    
      	
               
      

            	
              iv)

            	
              Single
      Rotors with 8 magnet poles that may consist of but not limited to 1 or
      more magnets per pole.

            


    

    
      	
               
      

            	
              v)

            	
              Motor
      configurations consisting of various steady state Air-gap, allowing
      various Torque and Speed
Combinations.

            


    

    
      	
               
      

            	
              b)

            	
              Controller
      System Components

            


    

    
      	
               
      

            	
              i)

            	
              Similar
      Peak power levels as described in LICENSOR document 340-000018 plus
      1kW

            


    

    
      	
               
      

            	
              ii)

            	
              With
      or without the various subsections of the Controller system such as but
      not limited too, the Power Junction, State of Charge, DC/DC converter, and
      Solid State Contactor.

            


    

    
      	
               
      

            	
              iii)

            	
              Operation
      at a nominal 48 volts DC plus or minus
12V.

            


    

    An
amendment or additional agreement will have to be mutually agreed upon between
the LICENSOR and LICENSEE to incorporate any item or technology of the LICENSOR
not specifically specified in the definition of THE PRODUCTS.


    
      
        /stamp/CONFIDENTIAL

         


      

      
        23/46

        
          

        

      

      
         


      

    

     

    
      ATTACHMENT
2

      


      Intellectual Property of
Licensor

       

      The
following, but not limited to, patents, technologies, know-how, Software is part
of the LICENSOR’s Intellectual Property (IP) and shall be considered to be the
property of the LICENSOR.  The LICENSEE will have unfettered use of
said LICENSOR’s IP that is presently utilized and incorporated in THE PRODUCTS
as of the Effective Date for the manufacture and assembly of THE PRODUCTS as
defined in Attachment 1 in accordance with the Master License Agreement and by
no means infers or transfers ownership of said IP.  Any use of said
patents, technologies, know-how and IP for any other purpose is not covered by
the Master License Agreement and will require an additional agreement and, or
amendment to THE PRODUCTS schedule and definition.

       

      
        	
                1)

              	
                Patent
      Pending

              


      

       

      
        
          	
                   
      

                	
                  a)

                	
                  “A
      Variable Speed Drive For A Synchronous Electric Motor” also referred to
      but not limited to “MORPH
code”

                


        

      

       

      
        	
                2)

              	
                Provisional
      Patents Filed

              


      

       

      
        
          	
                   
      

                	
                  a)

                	
                  “Linear
      Layout of Phase Transistors To Reduce Length of DC Current Path And
      Simplify Bus Bar Structure”

                


        

      

       

      
        
          	
                   
      

                	
                  b)

                	
                  “Electronic
      Contactor With Measurement
Capabilities”

                


        

      

       

      
        
          	
                   
      

                	
                  c)

                	
                  “Technique
      For Identification of Position Sensor Errors And Improved Resolution in
      Synchronous Motors”

                


        

      

       

      
        	
                3)

              	
                Proprietary
      & Confidential

              


      

       

      
        
          	
                   
      

                	
                  a)

                	
                  Software,
      Algorithm & Controls:

                


        

      

       

      
        
          
            	
                     
      

                  	
                    i)

                  	
                    Overall
      Vehicle Control, configuration and system
  interaction.

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                    ii)

                  	
                    Controller-
      Software, algorithms and source
code.

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                    iii)

                  	
                    Vehicle
      Control Module (VCM) - Software, algorithms and source
    code.

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                    iv)

                  	
                    Battery
      and Transmission Interface Module (BXIM) - Software, algorithms and source
      code.

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                    v)

                  	
                    Battery
      Monitoring Module (BMM) - Software, algorithms and source
    code

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                    vi)

                  	
                    Various
      Utilities, such as but not limited to Vehicle Set-up and interface, Test
      bench, EMS Tuning –Software, algorithms and source
  code.

                  


          

        

      

       

      
        
          
            	
                    
                       
      

                    

                  	
                    vii)

                  	
                    A
      list of Software that may or may not apply to THE PRODUCTS as represented
      by LICENSOR’s part numbers commencing with 070-XXXXX can be found in
      Attachment 5.  The list shall not be construed to represent
      everything in entirety or convey transfer of rights and/ or required by
      the LICENSEE for purposes of production as defined in the MASTER LICENSE
      AGREEMENT.

                  


          

        

      

       

      
        
          	
                	
                  b)

                	
                  Overall
      Vehicle interface – Primary circuit,
schematic,

                


        

      

    

     

    
      
        /stamp/CONFIDENTIAL

         


      

      
        24/46

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              i)

            	
              Electrical
      Circuits, Schematics, and but not limited to PCB design, layout and
      population.

            


    

     

    
      	
               
      

            	
              ii)

            	
              Controller-
      Circuit, schematic, PCB design, layout and population, consisting of the
      following:

            


    

     

    
      
        	 	(1) 	Design
      and layout 
	 	 	 
	 	(2) 	Solid
      State Contactor, State of Charge, DC/DC converter, and 3 Phase
      Bridge-amplifier configuration. 
	 	 	 
	 	(3) 	Power
      Board, consisting of but not limited to Power Junction 
	 	 	 
	
                 
      

              	
                (4)

              	
                Logic
      Board

              


      

    

     

    
      	
               
      

            	
              iii)

            	
              VCM
      - Circuit, schematic, PCB design, layout and
  population.

            


    

     

    
      	
               
      

            	
              iv)

            	
              BXIM-
      Circuit, schematic, PCB design, layout and
  population.

            


    

     

    
      	
               
      

            	
              v)

            	
              BMM-
      Circuit, schematic, PCB design, layout and
  population.

            


    

     

    
      	
               
      

            	
              vi)

            	
              Position
      Sense Board (PSB)

            


    

     

    
      	
               
      

            	
              vii)

            	
              Transmission
      synchronizer and Auto Shifter- Circuit, schematic, PCB design, layout and
      population.

            


    

     

    
      	
               
      

            	
              c)

            	
              Rotor
      construction, dimensions, primary component make up and
      assembly.

            


    

     

    
      	
               
      

            	
              d)

            	
              Electro-magnetics:

            


    

     

    
      	
               
      

            	
              i)

            	
              Stator
      assembly, primary construction, dimensions, and wiring configurations
      consisting of four coils in parallel, series or combinations
      thereof.

            


    

     

    
      	
               
      

            	
              ii)

            	
              Coils
      – primary construction, shape, dimension and configuration such as but not
      limited to the size, number of turns and method of achieving said
      turns.

            


    

     

    
      	
               
      

            	
              e)

            	
              Mechanical
      Design, Configuration and Concept:

            


    

     

    
      	
               
      

            	
              i)

            	
              Controller
      housing concept, layout, assembly and primary
  construction.

            


    

     

    
      	
               
      

            	
              ii)

            	
              Motor
      housing concept and primary layout and primary
    construction.

            


    


    
      
        /stamp/CONFIDENTIAL

         


      

      
        25/46

        
          

        

      

      
         


      

    

     

    ATTACHMENT
3

    


    Fees and
Similar

    


    
      	
              1)

            	
              Consulting and/or
      Technical Support Fees

            


    

    
      	
               
      

            	
              a)

            	
              Any
      requested visit after Commencement of Commercial Production that is
      directly related to THE PRODUCTS and production thereof will be at a rate
      of $500 USD per day per person whilst in country plus to-and-fro cost of
      air tickets by the shortest route, by economy class. Any visit will have a
      minimum requirement of 7 chargeable
days.

            


    

    
      	
               
      

            	
              b)

            	
              Any
      expense due to time applied by the LICENSOR, any travel, and any local
      living expenses directly related to THE PRODUCTS and production thereof
      either at Licensor’s or at the Licensee’s premises or elsewhere, during
      any pre-production period for a maximum of one (1) year from effective
      date will be borne by the Licensor.

            


    

    
      	
               
      

            	
              c)

            	
              Fees
      and rates for any thing other than that as mentioned above will be
      discussed and agreed to separately.

            


    

    


    
      	
              2)

            	
              Material, Parts and
      Conversion Costs.

            


    

    
      	
               
      

            	
              a)

            	
              Any
      expense incurred by the LICENSOR such as but not limited to out-of-pocket
      expenses for material, parts, and, conversion cost outside the LICENSOR’s
      premises, during the pre-production phase when requested by the LICENSEE
      will be transferred to the LICENSEE at actual costs, net of any applicable
      taxes.

            


    

    
      	
               
      

            	
              b)

            	
              Any
      expense incurred by the LICENSOR such as but not limited to materials,
      parts and conversion costs after commencement of production that is
      directly related to THE PRODUCTS and production thereof when requested by
      the LICENSEE will be at actual costs plus 3%, net of any applicable
      taxes.

            


    

    
      	
               
      

            	
              c)

            	
              Any
      other expense or cost incurred by LICENSOR other than that as mentioned
      above will be discussed and agreed to
  separately.

            


    

    


    
      
        
          /stamp/CONFIDENTIAL

           


        

        
          26/46

          
            

          

        

        
           


        

      

    

     

    ATTACHMENT
4

    Technology Transfer
Package

    


    
      	
              1)

            	
              The
      Technology Transfer Package is defined as the required information for the
      LICENSEE to be able to produce and manufacture THE PRODUCTS as defined in
      the MASTER LICENSE AGREEMENT when used with the LICENSEE’s
      PRODUCTS.  Said information shall contain drawings, procedures,
      and reasonable details such as calculations and algorithms as found to be
      required.

            


    

    
      	
              2)

            	
              TRANSFER
      will be defined as communication of the information as described either by
      drawings, written documents, verbal and, but not limited to, training at a
      reasonable level until the LICENSEE is able to produce and manufacture THE
      PRODUCTS under the MASTER LICENSE AGREEMENT when used with the LICENSEES’
      PRODUCTS

            


    

    
      	
              3)

            	
              Information
      included as part of the Transfer Package but not limited
    to;

            


    

    
      	
               
      

            	
              a)

            	
              Software

            


    

    
      	
               
      

            	
              i)

            	
              State
      diagrams or equivalent of the entire vehicle control scheme along with
      State diagrams or similar for each functional
  assembly.

            


    

    
      	
               
      

            	
              ii)

            	
              The
      latest revision of the Source Code as included in but not limited to those
      listed in Attachment 5, at the time of the Transfer Package for all
      software used in THE PRODUCTS, along with executable images and an
      Interface Control Document (ICD) for all top level
    software..

            


    

    
      	
               
      

            	
              iii)

            	
              The
      latest revision of the Source Code at time of Transfer for any utility or
      top level software utilized to support THE PRODUCTS such as the VCM code,
      will be provided to the LICENSEE to facilitate the needs and support of
      the LICENSEE’s PRODUCTS as it may
evolve,

            


    

    
      	
               
      

            	
              iv)

            	
              The
      Source Code should preferably be in a Higher Level Language such as
      ‘C’.  In case the Source code is available readily in Assembly
      or similar language at the time of this Agreement coming into effect, the
      same should be passed on forthwith to the LICENCEE by the
      LICENSOR.  The LICENSOR shall endeavour to rewrite the Source
      Codes in ‘C’ as soon as practical, and/ or fully support the LICENSEE in
      case the LICENSEE decides to partially undertake this
      exercise.

            


    

    
      	
               
      

            	
              b)

            	
              Electrical
      Circuits, Schematics, and but not limited to PCB design, layout and
      population.

            


    

    At the
time of the Transfer Package, the latest revision of any schematic along with
the Gerber file and Bill of Material (BOM) for any PCB required for THE PRODUCTS
will be provided along with any reasonable pertinent information to allow for
manufacturing of said items.

    
      	
               
      

            	
              c)

            	
              Electro-magnetics
      & Mechanicals:

            


    

    
      	
               
      

            	
              i)

            	
              The
      primary construction, dimensions, tolerances and material information for
      the items that make up the Electro-magnetics of THE PRODUCTS will be
      provided by means of drawing of parts and basic assembly BOMs and
      procedures.   The primary components of concern are the
      stator, rotor, and coils.

            


    

    


    
      
        
          /stamp/CONFIDENTIAL

           


        

        
          27/46

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              ii)

            	
              To
      facilitate the LICENSEE’s understanding and knowledge of the affects and
      possible use of THE PRODUCTs as it may be applied to its own PRODUCTS a
      basic Explanational Document will be generated and transferred to the
      LICENSEE.  The document will consist of basic calculations and
      explanations such as effects due to air-gap change of the motor,
      variations of magnetic properties and strength of the rotor magnets,
      temperature etc.

            


    

    
      	
               
      

            	
              d)

            	
              Various
      Utilities, such as but not limited, to Vehicle Set-up and interface, Set
      up for Test/ programming board for EVC 401, EVC401 (Logic and Power
      boards), BXIM, BMM, VCM440, PSB, Test Bench, Diagnostics and Data
      Acquisition, EMS Tuning – Software, algorithms and source
      code.

            


    

    


    
      
        
          /stamp/CONFIDENTIAL

           


        

        
          28/46

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  ATTACHMENT
5

                  NGM
IPR Software Examples

                   

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	
                                                                              NGM P/N

                                                                            	 	
                                                                              TITLE,
      Description

                                                                            	 	
                                                                              Target
    hardware

                                                                            
	 	 	 	 	 
	
                                                                              070-000001

                                                                            	 	
                                                                              EVC400 DSP controller
      code

                                                                            	 	
                                                                              TI DSP TMS320F243 on EVC400-lb,
      020-000294

                                                                            
	 	 	 	 	 
	
                                                                              070-000002

                                                                            	 	
                                                                              EVC400 CPLD
      code

                                                                            	 	
                                                                              Xllinx CPLD XC9536 on EVC400-lb,
      020-000294

                                                                            
	 	 	 	 	 
	
                                                                              070-000003

                                                                            	 	
                                                                              EVC400-043 register
      settings

                                                                            	 	
                                                                              EVC400-043 controller,
      020-000285

                                                                            
	 	 	 	 	 
	
                                                                              070-000004

                                                                            	 	
                                                                              EVC400-VIM register settings for
      use on the Bajaj electric auto-rickshaw

                                                                            	 	
                                                                              EVC400-VIM,
      020-000434

                                                                            
	 	 	 	 	 
	
                                                                              070-000005

                                                                            	 	
                                                                              MSF-240/14-A04-A motor register
      settings

                                                                            	 	
                                                                              Position Sense Board serial EEPROM
      on MSF-240/140-A04-A motor, 020-000387

                                                                            
	 	 	 	 	 
	
                                                                              070-000006

                                                                            	 	
                                                                              EVC200-lb microcontroller
      code

                                                                            	 	
                                                                              Motorola MC68HC711KA4CFN4 on
      EVC200-lb, 020-000233

                                                                            
	 	 	 	 	 
	
                                                                              070-000007

                                                                            	 	
                                                                              EVC200-lb CPLD
      code

                                                                            	 	
                                                                              Cypress CY372i-66C on EVC200-lb,
      020-000233

                                                                            
	 	 	 	 	 
	
                                                                              070-000008

                                                                            	 	
                                                                              EVC200 INTERFACE
      PROGRAM

                                                                            	 	
                                                                              PC

                                                                            
	 	 	 	 	 
	
                                                                              070-000008-001

                                                                            	 	
                                                                              EVC200 INTERFACE PROGRAM DISK
      1

                                                                            	 	
                                                                              FLOPPY
    1.44MB

                                                                            
	 	 	 	 	 
	
                                                                              070-000008-002

                                                                            	 	
                                                                              EVC200 INTERFACE PROGRAM DISK
      2

                                                                            	 	
                                                                              FLOPPY
    1.44MB

                                                                            
	 	 	 	 	 
	
                                                                              070-000008-003

                                                                            	 	
                                                                              EVC200 INTERFACE PROGRAM DISK
      3

                                                                            	 	
                                                                              FLOPPY
    1.44MB

                                                                            
	 	 	 	 	 
	
                                                                              070-000009

                                                                            	 	
                                                                              EVC400 Overcurrent
      PIC

                                                                            	 	
                                                                              Microchip PIC12C671A on
      EVC400-043-db, 020-000293

                                                                            
	 	 	 	 	 
	
                                                                              070-000010

                                                                            	 	
                                                                              EVC400-VIM
    code

                                                                            	 	
                                                                              Microchip PIC16F873 on EVC400-VIM,
      020-000434

                                                                            
	 	 	 	 	 
	
                                                                              070-000012

                                                                            	 	
                                                                              EVC402 Overcurrent/speed pulse
      PIC

                                                                            	 	
                                                                              Microchip PIC12C671A on EVC402
      carrier board

                                                                            
	 	 	 	 	 
	
                                                                              070-000013

                                                                            	 	
                                                                              EVC402-092 register
      settings

                                                                            	 	
                                                                              EVC402-092
      controller

                                                                            
	 	 	 	 	 
	
                                                                              070-000014

                                                                            	 	
                                                                              EVC402 DSP controller
      code

                                                                            	 	
                                                                              EVC402-series
      controllers

                                                                            
	 	 	 	 	 
	
                                                                              070-000015

                                                                            	 	
                                                                              EVC410-lb/EVC402-lb CPLD
      code

                                                                            	 	
                                                                              Xilinx CPLD XC9536 on EVC402-lb or
      EVC410-lb

                                                                            


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                 

                 

                
                  
                    /stamp/CONFIDENTIAL

                    
                    

                  

                  
                    29/46

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      NGM P/N

                                                                                    	 	
                                                                                      TITLE,
      Description

                                                                                    	 	
                                                                                      Target
    hardware

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000016

                                                                                    	 	
                                                                                      EVC402 VIM
    code

                                                                                    	 	
                                                                                      Microchip PIC16F873 on EVC402
      auxiliary board

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000017

                                                                                    	 	
                                                                                      EVC402 Configuration
      Program

                                                                                    	 	
                                                                                      PC

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000018

                                                                                    	 	
                                                                                      VCM440 code

                                                                                    	 	
                                                                                      Microchip PIC16F258 on VCM440
      board

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000019

                                                                                    	 	
                                                                                      EVC401 power board solid-state
      contactor code

                                                                                    	 	
                                                                                      Microchip PIC16C770 on EVC401
      power board (020-000531-001)

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000020

                                                                                    	 	
                                                                                      EVC401 DSP
    code

                                                                                    	 	
                                                                                      TI DSP TMS320LF2406A on
      EVC401-lb

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000023

                                                                                    	 	
                                                                                      M401-043 motor register
      settings

                                                                                    	 	
                                                                                      position sense board serial
      EEPROM

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000026

                                                                                    	 	
                                                                                      EVC401-043 register
      settings

                                                                                    	 	 
      
	 	 	 	 	 
	
                                                                                      070-000029

                                                                                    	 	
                                                                                      EVC401 power board solid-state
      contactor code, non-switched precharge

                                                                                    	 	
                                                                                      Microchip
      PIC16C770

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000032

                                                                                    	 	
                                                                                      EVC401/402 bootloader
      code

                                                                                    	 	 
      
	 	 	 	 	 
	
                                                                                      070-000033

                                                                                    	 	
                                                                                      BXIM1 code

                                                                                    	 	
                                                                                      Microchip
      PIC16F2680

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000034

                                                                                    	 	
                                                                                      BMM2 code

                                                                                    	 	
                                                                                      Microchip
      PIC16F819

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000035

                                                                                    	 	
                                                                                      VCM440
      bootloader code

                                                                                    	 	
                                                                                      Microchip
      PIC16F258 on VCM440 board

                                                                                    
	 	 	 	 	 
	
                                                                                      070-000030

                                                                                    	 	
                                                                                      EVC401
      logic board programme

                                                                                    	 	
                                                                                      Microchip
      PIC
12F675

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          /stamp/CONFIDENTIAL

           


        

        
          30/46

          
            

          

        

        
           


        

      

    

     

    ATTACHMENT
6

    


    LICENSOR
IPR Example PRODUCT Specifications

    


    16 pages
incl. this sheet

    


    
      (This
section left blank intentionally)

    

    


    
      
        
          /stamp/CONFIDENTIAL

           


        

        
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                            EMS401-043 Electric Motor
      System

                            Electric Motor with Integrated
      Controller

                             

                            The
      New Generation Motors (NGM) EMS401-043 Electric Motor System is ideal for
      clean, reliable electric & hybrid-electric vehicles in mass
      production. The EMS401-043 is low cost yet has advanced capabilities and
      high
efficiency.

                          


                  

                

              

            

          

        

      

    

     

    Standard features
include:

    
      	
              ·

            	
              High Power Rare Earth
      Permanent Magnets

            


    

    
      	
              ·

            	
              Integrated solid-state
      contactor and 200W, 12-15V power supply for reduced system
      cost

            


    

    
      	
              ·

            	
              Maintenance free
      design

            


    

    
      	
              ·

            	
              Adjustable torque/speed
      characteristics and operating
speeds

            


    

    
      	
              ·

            	
              Vehicle
      profile/parameters

            


    

    
      	
              ·

            	
              Field-reprogrammable
      configuration

            


    

    
      	
              ·

            	
              FLASH-based firmware for rapid
      adaptation to unique application
  requirements

            


    

    
      	
              ·

            	
              Motor Current Limiting (MCL)
      logic provides a speed governor, limp-home mode based off of SOC, battery
      charge and discharge protection, and phase current limiting for
      efficiency

            


    

    
      	
              ·

            	
              Designed to IP-67 for reliable
      operation in real-world
environments

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            Typical Specifications for
      EMS401-043

                          	 	
                            U/M

                          	 	
                            Value

                          
	
                            Nominal
      DC Bus Voltage (Vnom)

                          	 	
                            V

                          	 	
                            48

                          
	
                            Operational
      Voltage Range

                          	 	
                            V

                          	 	
                            36-60

                          
	
                            Maximum
      Withstand Voltage

                          	 	
                            V

                          	 	
                            75

                          
	
                            Peak
      Power

                          	 	
                            kW

                          	 	
                            13

                          
	
                            Continuous
      Power @Vnom

                          	 	
                            kW

                          	 	
                            7

                          
	
                            Speed
      @ Peak Power

                          	 	
                            RPM

                          	 	
                            2100

                          
	
                            No-Load
      Speed

                          	 	
                            RPM

                          	 	
                            2400

                          
	
                            Peak
      Torque @ Imax
      (Tp)
      (320ARMS)

                          	 	
                            Nm

                          	 	
                            65

                          
	
                            DC
      bus Voltage Nominal (Vnom)

                          	 	
                            V

                          	 	
                            48

                          
	
                            Nominal
      Peak Efficiency (+-5% depending on set operational curve)

                          	 	
                            %

                          	 	
                            91

                          


                  

                

              

            

          

        

      

    

    


    For more
information, contact:

    New
Generation Motors Corporation

    44645
Guilford Drive, Suite 201

    Ashburn,
Virginia  20147

    (703)
858-0036 (Voice)

    (703)
858-0699 (Fax)

    Email:
info@ngmcorp.com

    Specifications
Subject to Change Without Notice

    Document:
NGM 340-000018 rev. A

    


    
      
        
          /stamp/CONFIDENTIAL

           


        

        
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                                                        ·

                                                      	
                                                        Standard
      Features:

                                                      	 
      	
                                                         ̄ 

                                                      	Programmable
      thermostatic fan control
	 
      	
                                                         ̄

                                                      	
                                                        Full
      I/O isolation

                                                      	 
      	
                                                         ̄ 

                                                      	Low
      power sleep mode when ignition is off
	 
      	
                                                         ̄

                                                      	
                                                        Flexible
      vehicle interface through CAN port

                                                      	 
      	
                                                         ̄

                                                      	Built
      in safety features:
	 
      	
                                                         ̄

                                                      	
                                                        Instrumentation
      data available through CAN port:

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Extreme
      over/under voltage protection

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Battery
      voltage

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Motor
      interface connection verification

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Battery
      current

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Thermal
      limiting protection

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Charger
      current

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Over-
      and under- voltage limiting with soft shutdown

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Motor
      speed and temperature

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Abrupt
      start-up inhibition

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Controller
      temperature

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Programmable
      Battery Protection

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Drive
      state

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        User
      configurable Throttle input based on speed

                                                      
	 
      	 
      	
                                                        ·

                                                      	
                                                        Hours
      of operation

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Speed
      Governor

                                                      
	 
      	
                                                         ̄

                                                      	
                                                        Synchronous
      switching

                                                      	 
      	 	
                                                        ·

                                                      	
                                                        Reverse
      Speed Limiting

                                                      
	 
      	
                                                         ̄

                                                      	
                                                        Fixed-frequency
      control

                                                      	 
      	 	 
      	 
      
	
                                                         ̄

                                                      	
                                                        Regenerative
      braking

                                                      	 
      	 	 
      	 
      
	
                                                         ̄

                                                      	
                                                        Programmable
      torque or speed control

                                                      	 
      	 	 
      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Model Number
Coding:

    


    

     

    
      Document:
NGM 340-000018 rev. A

       

    

    
      
        
          /stamp/CONFIDENTIAL

           


        

        
          33/46

          
            

          

        

        
           


        

      

    

    


    
      	
               ̄

            	
              Pin
      Descriptions:

            


    

    


    Vfan  12V, 10W Fan
output, controlled by controller temperature.

    Vaux  12V, 200W
auxiliary power output, controlled through CAN or serial interface

    Estop+,
Estop-  emergency stop control.  Must be connected
together to enable the 200W DC-DC converter, solid-state-contactor, and the
internal power supply.  When this connection is not made, current draw
is reduced to less than 300mA.  This input
must be open-circuited when connecting the controller to the
batteries.  The maximum voltage between these pins is 16V, and the
maximum short-circuit current is 150uA, allowing the use of an inexpensive
switch.

    power_gnd  Reference
for Vfan and Vaux.

    Vout  12V, 5W power
supply for external interface and control modules.

    CANH, CANL  CAN bus
inputs.  An internal 120W termination resistor can
be connected across these inputs through software configuration.

    wakeup  When set
low, the wakeup input takes the controller out of its low power standby mode and
enables the CAN and serial interfaces.

    signal_gnd  Reference
for Vout, CANH, CANL, wakeup, GPI, and GPO.  Internally connected to
power_gnd.

    GPI  The GPI
(general-purpose input) pin has at least three potential uses: charger
detection, external temperature measurement, or controller enumeration when
multiple controllers exist on the same CAN bus.  When used for
controller enumeration, a resistor to gnd or GPO is used to set the controller’s
“base number”, which determines the CAN identifiers it utilizes.

    GPO  The GPO
(general-purpose output) pin’s only defined purpose is as a ground for the GPI
input.

    RxD, TxD  RS-232
serial interface signals.  RxD is an input, and TxD is an
output.  19200 baud, 8 data bits, no parity, 1 stop bit.

    


    
      	
               ̄

            	
              Connectors:

            


    

    


    J1 is a
Amphenol 62IN series receptacle, Part #62IN-57A-14-19P(219)-4.  The
mating plug is Amphenol 62IN-57A-14-19S-4(005). To seal the connection area, use
Termination Assy. Style 10J

    


    Recommended
wire sizes are 14AWG for Vaux and power_gnd, 20AWG for Vfan, 20-24AWG for all
other signals.

    


    Crimp
Pins:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	
                                        Insulation
      Diameter

                                      	 
      	
                                        Tyco/Amp
      Part Number

                                      
	
                                        AWG

                                      	 
      	
                                        Inch

                                      	 
      	
                                        Loose
      piece

                                      	 
      	
                                        strip

                                      
	
                                        24-20

                                      	 
      	
                                        0.040-0.080

                                      	 
      	
                                        66103-2

                                      	 
      	
                                        66102-7

                                      
	 
      	
                                        0.060-0.120

                                      	 
      	
                                        66566-2

                                      	 
      	
                                        66564-6

                                      
	
                                        18-14

                                      	 
      	
                                        0.080-0.100

                                      	 
      	
                                        66361-2

                                      	 
      	
                                        66359-6

                                      
	 
      	
                                        0.110-0.150

                                      	 
      	
                                        66602-1

                                      	 
      	
                                        66597-1

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      Document:
NGM 340-000018 rev. A


      
        
          /stamp/CONFIDENTIAL

           


        

        
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                 ̄

              	
                Performance
      Data

              


      

      


      Typical
performance at standard Gap configuration is represented below

      


      

      


      Motor
Operation durations are independent of Controller thermal limits

      (Values
may vary +- 5% from Nominal)

      


      *Values and thermal time constant are
mounting dependent and assumed starting at 25 degrees C ambient.

      


      Document:
NGM 340-000018 rev. A


      
        
          /stamp/CONFIDENTIAL

           


        

        
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          /stamp/CONFIDENTIAL

           


        

        
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      EVC401
3-Phase Motor Controllers

      


      The
EVC401 controllers can control 3-phase AC synchronous and DC brushless electric
motors with advanced capabilities and superior efficiency.  These
controllers are specifically designed to reduce total system
costs.  In addition, they have programmable logic capability allowing
optimization and matching to a wide variety of applications. They are ideal for
small, low-cost electric vehicles.

      


      
        	
                 ̄

              	
                Key
      Features:

              


      

      


      
        	
                 
      

              	
                à

              	
                Integrated solid-state
      contactor and 200W, 12-15V power supply for reduced system
      cost.

              


      

       

      
        	
                 
      

              	
                à

              	
                Solid-state emergency-stop
      circuit to disconnect the batteries when an inexpensive external switch is
      opened.

              


      

       

      
        	
                 
      

              	
                à

              	
                Near-zero input capacitance
      allows spark-free battery connection without a pre-charge
      resistor.

              


      

       

      
        	
                 
      

              	
                à

              	
                Battery draw reduced to less
      than 300mA in the event of vehicle
      storage at zero
state-of-charge.

              


      

       

      
        	
                 
      

              	
                à

              	
                Sine-wave or trapezoidal
      control.

              


      

       

      
        	
                 
      

              	
                à

              	
                CAN Bus interface to external
      interface module for maximum flexibility and reduced wiring
      complexity.

              


      

       

      
        	
                 
      

              	
                à

              	
                Motor Current Limiting (MCL)
      logic provides a speed governor, limp-home mode based off of SOC, battery
      charge and discharge protection, and phase current limiting for
      efficiency.

              


      

       

      
        	
                 
      

              	
                à

              	
                Designed to IP-67 for reliable
      operation in real-world
environments.

              


      

       

      
        	
                 ̄

              	
                Specifications:

              


      

      EVC401-043

      
        
          
            
              	
                      Peak
      RMS Phase Current (Amps)

                    	 
      	
                      320

                    
	
                      Nominal
      Bus Voltage (Volts)

                    	 
      	
                      48

                    
	
                      Min./Max.
      Operating Voltage (Volts)

                    	 
      	
                      36/60

                    
	
                      Maximum
      Withstand Voltage (Volts)

                    	 
      	
                      75

                    
	
                      Input
      Capacitance (uF)

                    	 
      	
                      <0.1

                    
	
                      Peak
      Efficiency %

                    	
                        

                    	
                      99

                    


            

          

        

      

      For
more information, contact:

       

      New
Generation Motors Corporation

      44645
Guilford Drive, Suite 201

      Ashburn,
Virginia  20147

       (703)
858-0036 (Voice)

      (703)
858-0699 (Fax)

      Email:
info@ngmcorp.com


      
        
          /stamp/CONFIDENTIAL

           


        

        
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      Standard
Features:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 	
                                                                                 ̄

                                                                              	
                                                                                Compact
      design

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Fixed-frequency
      control

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                Full
      I/O isolation

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Regenerative
      braking

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                Flexible
      vehicle interface through CAN port

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Programmable
      torque or speed control

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                “Plug-and-Play”
      operation with NGM motors

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Programmable
      thermostatic fan control

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                Instrumentation
      data available through CAN port:

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Low
      power sleep mode when ignition is off

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Battery
      voltage

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                Built
      in safety features:

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Battery
      current

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Extreme
      over/under voltage protection

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Charger
      current

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Motor
      interface connection verification

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Motor
      speed and temperature

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Thermal
      limiting protection

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Controller
      temperature

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Over-
      and under- voltage limiting with soft shutdown

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Drive
      state

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Abrupt
      start-up inhibition

                                                                              
	 	 
      	
                                                                                ·

                                                                              	
                                                                                Hours
      of operation

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Programmable
      Battery Protection

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                Ultra
      high efficiency

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                User
      configurable Throttle input based on speed

                                                                              
	 	
                                                                                 ̄

                                                                              	
                                                                                Synchronous
      switching

                                                                              	 	 
      	
                                                                                ·

                                                                              	
                                                                                Speed
      Governor

                                                                              
	 	 
      	 
      	 
      	 
      	 	 
      	
                                                                                ·

                                                                              	
                                                                                Reverse
      Speed
Limiting

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

        

      
        	
                 ̄

              	
                Model Number
      Coding:

              


      

      


       



      
        
          /stamp/CONFIDENTIAL

           


        

        
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                 ̄

              	
                Pin
      Descriptions:

              


      

      


      Vfan  12V, 10W Fan
output, controlled by controller temperature.

      Vaux  12V, 200W
auxiliary power output, controlled through CAN or serial interface

      Estop+,
Estop-  emergency stop control.  Must be connected
together to enable the 200W DC-DC converter, solid-state-contactor, and the
internal power supply.  When this connection is not made, current draw
is reduced to less than 300mA.  This input
must be open-circuited when connecting the controller to the
batteries.  The maximum voltage between these pins is 16V, and the
maximum short-circuit current is 150uA, allowing the use of an inexpensive
switch.

      power_gnd  Reference
for Vfan and Vaux.

      Vout  12V, 5W power
supply for external interface and control modules.

      CANH, CANL  CAN bus
inputs.  An internal 120W termination resistor can
be connected across these inputs through software configuration.

      wakeup  When set
low, the wakeup input takes the controller out of its low power standby mode and
enables the CAN and serial interfaces.

      signal_gnd  Reference
for Vout, CANH, CANL, wakeup, GPI, and GPO.  Internally connected to
power_gnd.

      GPI  The GPI
(general-purpose input) pin has at least three potential uses: charger
detection, external temperature measurement, or controller enumeration when
multiple controllers exist on the same CAN bus.  When used for
controller enumeration, a resistor to gnd or GPO is used to set the controller’s
“base number”, which determines the CAN identifiers it utilizes.

      GPO  The GPO
(general-purpose output) pin’s only defined purpose is as a ground for the GPI
input.

      RxD, TxD  RS-232
serial interface signals.  RxD is an input, and TxD is an
output.  19200 baud, 8 data bits, no parity, 1 stop bit.

      


      
        	
                 ̄

              	
                Connectors:

              


      

      


      J1 is a
Amphenol 62IN series receptacle, Part #62IN-57A-14-19P(219)-4.  The
mating plug is Amphenol 62IN-57A-14-19S-4(005). To seal the connection area, use
Termination Assy. Style 10J

      


      Recommended
wire sizes are 14AWG for Vaux and power_gnd, 20AWG for Vfan, 20-24AWG for all
other signals.



      
        
           


        

        
          39/46

          
            

          

        

        
           


        

      

      


      
        

      


      
        
           


        

        
          40/46

          
            

          

        

        
           


        

      

       

      

       

      M401
Axial Flux, Brushless PM Motor

      


      The New
Generation Motors (NGM) M401 motor is  ideal for small, low-cost
electric  vehicles with mass production in mind. The M401 motor can be
driven as a 3-phase AC synchronous or DC brushless electric motor with advanced
capabilities and superior efficiency.  Standard features
include:

      


      
        	
                 
      

              	
                ·

              	
                High Power Rare Earth
      Permanent magnets

              


      

      
        	
                 
      

              	
                ·

              	
                Proprietary commutation signal
      configuration for Sine-wave or Trapezoidal
  control

              


      

      
        	
                 
      

              	
                ·

              	
                Integrated EEPROM for motor
      specific settings, enabling “Plug and Play” operation with NGM
      controllers

              


      

      
        	
                 
      

              	
                ·

              	
                Designed for, IP67
      environmental specifications

              


      

      
        	
                 
      

              	
                ·

              	
                Maintenance free
      design

              


      

      


      
        	
                 ̄

              	
                Specifications (Preliminary)

              


      

      


      
        
          
            
              	
                      Peak
      Power

                    	 
      	
                      kW

                    	 
      	
                      13

                    
	
                      Continuous
      Power @Vnom

                    	 
      	
                      kW

                    	 
      	
                      7

                    
	
                      Speed
      @ Peak Power

                    	 
      	
                      RPM

                    	 
      	
                      2100

                    
	
                      No-Load
      Speed

                    	 
      	
                      RPM

                    	 
      	
                      2400

                    
	
                      Peak
      Torque @ Imax (Tp) (320A-rms)

                    	 
      	
                      Nm

                    	 
      	
                      65

                    
	
                      DC
      Bus Voltage Nominal (Vnom)

                    	 
      	
                      V

                    	 
      	
                      48

                    
	
                      Phase
      Current Max (Imax)

                    	 
      	
                      A
      RMS

                    	 
      	
                      320

                    
	
                      Phase
      Current Continuous (Ic)

                    	
                        

                    	
                      A
      RMS

                    	
                        

                    	
                      162

                    


            

          

        

      

      


      For
more information, contact:

       

      New
Generation Motors Corporation

      44645
Guilford Drive, Suite 201

      Ashburn,
Virginia  20147

       (703)
858-0036 (Voice)

      (703)
858-0699 (Fax)

      Email:
info@ngmcorp.com


      
        
           


        

        
          41/46

          
            

          

        

        
           


        

      


      

      


      

      


      Motor
Operation durations are independent of Controller thermal limits

      (Values
may vary +- 5% from Nominal)

      


      *Values and thermal time constant are
mounting dependent and assumed starting at 25 degrees C ambient.

      


      
        
          
            	
                    ©
      2002 New Generation Motors corp.

                  	 
      	
                    Specifications
      Subject to Change Without
Notice

                  


          

        

      


      
        
           


        

        
          42/46

          
            

          

        

        
           


        

      


      

       

      VCM440
Vehicle Control Module

      


      The New
Generation Motors (NGM) VCM440 vehicle control module provides sophisticated
system control functionality in a compact, cost-effective
package.  The VCM440 is ideal for small, low-cost electric vehicles
with mass production in mind.

      


      The NGM
VCM440 is a board-mount module, or daughterboard, that is ideal for integration
within the target vehicle’s display.  The VCM440 uses the CAN protocol
to interface directly to the EVC401 series of controllers and other vehicle
components. It is designed for maximum flexibility in selection of status
indicators and user controls.

      


      
        	
                 ̄

              	
                Specifications (Preliminary)

              


      

      


      
        
          
            
              
                
                  
                    	
                            Operating
      Temperature

                          	 	
                            -20
      - 70°
      C

                          	 
      	
                            Digital
      Inputs

                          	 	
                            6

                          
	
                            Pins

                          	 	
                            47

                          	 
      	
                            Isolated
      Digital Inputs

                          	 	
                            2

                          
	
                            Height
      (mm)

                          	 	
                            8.0

                          	 
      	
                            Analog
      Inputs

                          	 	
                            3

                          
	
                            Width
      (mm)

                          	 	
                            31.5

                          	 
      	
                            Additional
      Digital I/O

                          	 	
                            5

                          
	
                            Length
      (mm)

                          	 	
                            49.5

                          	 
      	
                            Lamp-drive
      Outputs

                          	 	
                            9

                          
	
                            Height
      above board (mm)

                          	 	
                            5.0

                          	 
      	
                            Analog
      Outputs

                          	 	
                            1

                          


                  

                

              

            

          

        

      

       

      Key
features of the VCM440:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                 ̄

                                                                              	
                                                                                Compact
      design

                                                                              	 
      	 
      	
                                                                                ·

                                                                              	
                                                                                Accessory

                                                                              
	
                                                                                 ̄

                                                                              	
                                                                                Field-reprogrammable,
      allowing simple customization to unique system
    requirements.

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                2
      Isolated Digital Inputs can be driven by 12V signals

                                                                              
	
                                                                                 ̄

                                                                              	
                                                                                Logic
      ground is isolated from chassis ground to minimize EMI.

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Three
      general-purpose digital I/O pins and SPI interface for customer-specific
      needs.

                                                                              
	
                                                                                 ̄

                                                                              	
                                                                                Keyed
      pin layout to prevent mis-insertion

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                RS-232
      interface for configuration, data logging, and diagnostics of all
      components on the CAN bus.

                                                                              
	
                                                                                 ̄

                                                                              	
                                                                                6
      Digital Inputs

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                3
      Analog Inputs

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                Ignition

                                                                              	 
      	 
      	
                                                                                ·

                                                                              	
                                                                                Throttle

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                Forward

                                                                              	 
      	 
      	
                                                                                ·

                                                                              	
                                                                                Regenerative
      Braking

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                Reverse

                                                                              	 
      	 
      	
                                                                                ·

                                                                              	
                                                                                Steering
      position/customer-specific input

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                Speed
      Pulse

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Analog
      inputs are protected against open or short-circuits when
    used

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                Charging

                                                                              	 
      	 
      	with
      4-12kW
      potentiometers.
	 	 	 	 	 	 
	
                                                                                 ̄

                                                                              	
                                                                                8
      Lamp-drive outputs capable of sinking 250mA each (up to 3W lamps in a
      12/14V system)

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Backup
      output capable of sourcing over 4A to vehicle lamps, simplifying the
      vehicle’s direction switch

                                                                              
	 	
                                                                                ·     
      Forward

                                                                              	 	
                                                                                 ̄

                                                                              	
                                                                                1
      Analog Output for direct connection to a 250mA
      gauge

                                                                              
	 
      	
                                                                                ·

                                                                              	
                                                                                
                                                                                  Neutral

                                                                                

                                                                              	 
      	 
      	
                                                                                ·

                                                                              	
                                                                                State-of-Charge

                                                                              
	 
      	
                                                                                
                                                                                  ·

                                                                                

                                                                              	
                                                                                
                                                                                  Reverse

                                                                                

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Custom-height
      pins available to accommodate mounting on the

                                                                              
	 	
                                                                                ·

                                                                              	
                                                                                Interlock

                                                                              	 	 	backside
      of a display PWB.
	 
      	
                                                                                
                                                                                  
                                                                                    ·

                                                                                  

                                                                                

                                                                              	
                                                                                
                                                                                  Torque
      Limiting

                                                                                

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Carrier
      board available for prototyping or use with
  non-board-mount

                                                                              
	 	
                                                                                ·

                                                                              	
                                                                                Motor
      Failure

                                                                              	 	 	indicators
	 
      	
                                                                                
                                                                                  ·

                                                                                

                                                                              	
                                                                                
                                                                                  Battery
      Failure

                                                                                

                                                                              	 
      	
                                                                                 ̄

                                                                              	
                                                                                Future
      support for character displays

                                                                              
	 
      	
                                                                                
                                                                                  ·

                                                                                

                                                                              	
                                                                                Charger
      Cord Connected

                                                                              	 
      	 
      	 
      	 
      


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      For
more information, contact:

       

      New
Generation Motors Corporation

      44645
Guilford Drive, Suite 201

      Ashburn,
Virginia  20147

       (703)
858-0036 (Voice)

      (703)
858-0699 (Fax)

      Email:
info@ngmcorp.com


      
        
           


        

        
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                          Pin
      assignments

                        	 	
                          Device
      Dimensions

                        
	 	 	 
	 	 	 


                

              

            

          

        

      

       

      Typical
Application

       

      

      
        
          


          
            
              
                	
                        ©
      2002 New Generation Motors corp.

                      	 
      	
                        Specifications
      Subject to Change Without
Notice

                      


              

            

          

        

         

      

      
        
           


        

        
          44/46

          
            

          

        

        
           


        

      

      


      Pin
Descriptions:

      
        
          
            
              
                
                  	
                          Pin
      Name

                        	 
      	
                          Pin

                          Number

                        	 
      	
                          Pin

                          Type

                        	 
      	
                          Description

                        
	
                          REV

                        	 
      	
                          1

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when vehicle is enabled to operate in reverse.

                        
	
                          NEU

                        	 
      	
                          2

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when the key is on but the vehicle is not in forward, reverse, or
      interlock.

                        
	
                          FOR

                        	 
      	
                          3

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when vehicle is enabled to operate in forward.

                        
	
                          CORD

                        	 
      	
                          4

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when charger cord detected.

                        
	
                          GND

                        	 
      	
                          5

                        	 
      	 
      	 
      	
                          Return
      for lamp-drive outputs

                        
	
                          LIMIT

                        	 
      	
                          6

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when in limp-home mode, or when motor or controller is
      thermal-limiting.

                        
	
                          INTERLOCK

                        	 
      	
                          7

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when an interlock condition occurs.

                        
	
                          BATFAIL

                        	 
      	
                          8

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when a battery malfunction is detected.

                        
	
                          MOTFAIL

                        	 
      	
                          9

                        	 
      	
                          OD

                        	 
      	
                          Active-low
      when a motor or motor drive malfuncti.on is detected.

                        
	
                          SOCgauge

                        	 
      	
                          10

                        	 
      	
                          AO

                        	 
      	
                          Drive
      signal for 0-250uA gauge.

                        
	
                          SOCpwm

                        	 
      	
                          11

                        	 
      	
                          DO

                        	 
      	
                          pulse-width
      modulated state-of-charge signal.  Configurable duty-cycle
      range.  409.6us period (2.441kHz).

                        
	
                          SR_SEL

                        	 
      	
                          12

                        	 
      	
                          DO

                        	 
      	
                          Shift-register
      select line for external parallel-output shift registers
  .

                        
	
                          PU

                        	 
      	
                          13

                        	 
      	 
      	 
      	
                          **

                        
	
                          ACC

                        	 
      	
                          14

                        	 
      	
                          SI

                        	 
      	
                          Accessory
      switch input

                        
	
                          RxD

                        	 
      	
                          15

                        	 
      	
                          Rx

                        	 
      	
                          RS-232
      serial data input

                        
	
                          TxD

                        	 
      	
                          16

                        	 
      	
                          Tx

                        	 
      	
                          RS-232
      serial data output

                        
	
                          AUXexcite

                        	 
      	
                          17

                        	 
      	 
      	 
      	
                          Positive
      reference for auxiliary analog input, 270 Ohm resistor to internal +5V
      analog reference.

                        
	
                          auxAN

                        	 
      	
                          18

                        	 
      	
                          AI

                        	 
      	
                          Uncommitted
      analog input.

                        
	
                          AUXref

                        	 
      	
                          19

                        	 
      	 
      	 
      	
                          Negative
      reference for auxiliary analog input, 270 Ohm resistor to
    GND.

                        
	
                          GND

                        	 
      	
                          20

                        	 
      	 
      	 
      	
                          Reference
      for THR and RGN inputs

                        
	
                          THRexcite

                        	 
      	
                          21

                        	 
      	
                          PE

                        	 
      	
                          1.00k
      Ohm resistor to internal +5V analog reference.  The voltage of
      this input is monitored to detect open-circuit
  conditions

                        
	
                          RGNexcite

                        	 
      	
                          22

                        	 
      	
                          PE

                        	 
      	
                          1.00k
      Ohm resistor to internal +5V analog reference.  The voltage of
      this input is monitored to detect open-circuit
  conditions

                        
	
                          THRsig

                        	 
      	
                          23

                        	 
      	
                          AI

                        	 
      	
                          analog
      throttle input, programmable input range, up to 0-5V.  Minimum
      0.5V input range required.

                        
	
                          RGNsig

                        	 
      	
                          24

                        	 
      	
                          AI

                        	 
      	
                          analog
      regen input, programmable input range, up to 0-5V.  Minimum 0.4V
      input range required.

                        
	
                          spdpulse_sig

                        	 
      	
                          26

                        	 
      	
                          A

                        	 
      	
                          vehicle
      speed sensor input.

                        
	
                          spdpulse_rtn

                        	 
      	
                          25

                        	 
      	
                          C

                        	 
      	
                          return
      for above.

                        
	
                          charging_sig

                        	 
      	
                          28

                        	 
      	
                          A

                        	 
      	
                          charging/charging
      cord sense input.

                        
	
                          charging_rtn

                        	 
      	
                          27

                        	 
      	
                          C

                        	 
      	
                          return
      for above.

                        
	
                          BACKUP

                        	 
      	
                          29

                        	 
      	
                          OS

                        	 
      	
                          backup
      lamp output.

                        
	
                          CHASSIS_GND

                        	 
      	
                          30

                        	 
      	 
      	 
      	
                          reference
      for backup lamp
output.

                        


                

              

            

          

        

        
          
            


            
              
                
                  	
                          ©
      2002 New Generation Motors corp.

                        	 
      	
                          Specifications
      Subject to Change Without
Notice

                        


                

              

            

          

          

            
              
                 


              

              
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                    CHASSIS_PWR

                  	 
      	
                    31

                  	 
      	 
      	 
      	
                    power
      for backup lamp output.

                  
	
                    +5Vout

                  	 
      	
                    32

                  	 
      	 
      	 
      	
                    Regulated
      5V, 50mA supply

                  
	
                    MCLRN

                  	 
      	
                    33

                  	 
      	 
      	 
      	
                    **

                  
	
                    charging

                  	 
      	
                    34

                  	 
      	 
      	 
      	
                    Output
      of the charging optocoupler, also available as a switch input if the
      optocoupler is not used.

                  
	
                    spdpulse

                  	 
      	
                    35

                  	 
      	
                    SI

                  	 
      	
                    Output
      of the spdpulse optocoupler, also available as a switch input if the
      optocoupler is not used.

                  
	
                    reverse

                  	 
      	
                    36

                  	 
      	
                    SI

                  	 
      	
                    reverse
      switch input

                  
	
                    forward

                  	 
      	
                    37

                  	 
      	
                    SI

                  	 
      	
                    forward
      switch input

                  
	
                    ignition

                  	 
      	
                    38

                  	 
      	
                    SI

                  	 
      	
                    ignition
      input

                  
	
                    SDO

                  	 
      	
                    39

                  	 
      	 
      	 
      	
                    **

                  
	
                    SEROUT

                  	 
      	
                    40

                  	 
      	 
      	 
      	
                    synchronous
      serial data output, for future expansion

                  
	
                    SDI_GPIO3

                  	 
      	
                    41

                  	 
      	 
      	 
      	
                    synchronous
      serial data input, for future expansion

                  
	
                    SCK

                  	 
      	
                    42

                  	 
      	 
      	 
      	
                    synchronous
      serial clock, for future expansion

                  
	
                    CANH

                  	 
      	
                    43

                  	 
      	 
      	 
      	
                    CAN
      bus I/O

                  
	
                    CANL

                  	 
      	
                    44

                  	 
      	 
      	 
      	
                    CAN
      bus I/O

                  
	
                    wakeup

                  	 
      	
                    45

                  	 
      	 
      	 
      	
                    CAN
      bus wakeup signal

                  
	
                    GND

                  	 
      	
                    46

                  	 
      	 
      	 
      	 
      
	
                    +12Vin

                  	
                      

                  	
                    47

                  	
                      

                  	 
      	
                      

                  	
                    Power
      input.  Minimum 7V, maximum
20V.f

                  


          

        

      

      


      Legend:

      


      
        
          
            
              	
                      Pin
      Type

                    	 
      	
                      Description

                    
	
                      OD

                    	 
      	
                      open-drain,
      maximum 250mA continuous, 45V maximum withstand.

                    
	
                      SI

                    	 
      	
                      switch-input.  2.4kOhm
      pull-up resistor to 5V.  Diode clamped to 5V and GND (maximum
      20mA).  TTL switching levels (maximum 0.8V for low, minimum 2.0V
      for high).

                    
	
                      AO

                    	 
      	
                      analog
      output.  Generated from SOCpwm.  15kOhm series
      impedence, 0-5V range.

                    
	
                      DO

                    	 
      	
                      digital
      output.  5V CMOS switching levels.  Maximum 25mA
      source/sink.

                    
	
                      Rx

                    	 
      	
                      RS-232
      compatible receive signal.  Maximum +/-25V.  Minimum
      0.6V input low threshold, maximum 2.4V input high
      threshold.  Minimum 3kOhm input impedence, maximum
      7kOhm.

                    
	
                      Tx

                    	 
      	
                      RS-232
      compatible transmit signal.  Minimum +/-5.0V output
      swing.

                    
	
                      AI

                    	 
      	
                      analog
      input.  0-5V range.  100kOhm pull-up to
      5V.  Internal low pass filter (4.7kOhm to 0.1uF
      capacitor).

                    
	
                      PE

                    	 
      	
                      potentiometer
      excitation.  1.00kOhm resistor to 5V.  0.1uF bypass
      capacitor.

                    
	
                      C

                    	 
      	
                      optocoupler
      cathode.

                    
	
                      A

                    	 
      	
                      optocoupler
      anode through 1.00kOhm series resistor.  Minimum 8.0V for ON
      condition.  Maximum 16V with respect to
  cathode.

                    
	
                      OS

                    	
                        

                    	
                      open-source.  diode
      clamped to CHASSIS ground.  Maximum 4.1A
      continuous.  Maximum 20V
withstand.

                    


            

          

        

      

      **

      
        


        
          
            
              	
                      ©
      2002 New Generation Motors corp.

                    	 
      	
                      Specifications
      Subject to Change Without
Notice

                    


            

          

        

      

    

     

    
      
        
        

      

      
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