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                                                                    EXHIBIT 10.1

                       Manufacturing and Supply Agreement

          This Manufacturing and Supply Agreement ("Agreement") is dated as of
March 28, 2001 and is between Amerigon Incorporated, a California corporation,
with offices located at 5462 Irwindale Avenue, Irwindale, California 91760
("Amerigon") and FerrotecCorporation, with offices located at Sumitomo Bldg. #6,
5-24-8 Higashi Ueno, Taito-ku, Tokyo 110, Japan ("Ferrotec").

I.  Recitals
    --------

     WHEREAS, Amerigon and Ferrotec desire to enter into this Agreement to set
forth certain binding obligations of Amerigon and Ferrotec with respect to, and
the general terms and conditions of, an exclusive supplier arrangement pursuant
to which Amerigon receives a fee of US$ 2,000,000 and enters into a Common Stock
Subscription Agreement with Ferrotec (the "Subscription Agreement"), as set
forth in Section 11.2 of this Agreement, and Ferrotec receives the exclusive
rights for the Term (as defined in Section 10.1 of this Agreement) to
manufacture in the countries and geographic territories described in Exhibit A
to this Agreement (the "Territory") Amerigon Climate Control Seat System units
("CCS Units") for distribution by Amerigon to automotive parts manufacturing
facilities located in the Territory with the understanding that the parties
shall negotiate to enter into a joint venture for the marketing, sales and
distribution of CCS Units in the Territory.

     NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
Amerigon and Ferrotec agree as follows:

II.  Statement of Work
     -----------------
2.1  Manufacturing:

     (a)  Ferrotec shall manufacture in the Territory and shall supply to
          Amerigon all of the CCS Units required to be distributed by Amerigon
          to automotive parts manufacturing facilities located in the Territory,
          as set forth in the Production Schedule defined in Article IV of this
          Agreement (the "Production Schedule") or in purchase orders generated
          from time to time by Amerigon.

     (b)  Ferrotec shall purchase any and all parts necessary to manufacture and
          supply the CCS Units in accordance with the Production Schedule.

     (c)  Ferrotec shall provide to Amerigon CCS Units that are technologically
          equal to or better than any competitive product that can be
          substituted for the CCS Unit. Ferrotec shall manufacture and supply to
          Amerigon CCS Units that meet, at all times, the acceptance
          requirements and quality
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          standards specified by Amerigon from time to time with respect to CCS
          Units. Amerigon may, at its sole discretion and without breaching this
          Agreement, periodically conduct tests of CCS Units manufactured by
          Ferrotec and perform other studies to ensure that the technology,
          price and quality of the CCS Units manufactured by Ferrotec remain
          competitive.

     (d)  Ferrotec shall deliver CCS Units in a timely manner at the time
          specified in purchase orders generated from time to time by Amerigon
          or at the time specified in the Production Schedule.

     (e)  Ferrotec shall establish and adhere to local production capability
          requirements that are either required by law, regulation, or other
          government action or are otherwise necessary to avoid adverse economic
          impacts such as import or other tariffs.

     (f)  Ferrotec shall pay Amerigon the costs incurred by Amerigon associated
          with the purchase, delivery and installation and break-in at
          Ferrotec's facilities of the production equipment (the "Production
          Equipment") and related engineering and training services necessary
          for Ferrotec to commence production of CCS Units.

     (g)  Ferrotec shall obtain the prior written approval of Amerigon before
          changing any processes or specifications used in connection with the
          manufacture of CCS Units.

     (h)  Ferrotec shall not, under any circumstances or for any reason, sell,
          or in any other manner dispose of, any of the CCS Units or other
          machinery or equipment provided by Amerigon related to the manufacture
          of the CCS Units, or any parts or components thereof, in any manner
          other than to Amerigon, without Amerigon's written consent.

     (i)  If Ferrotec knows or has reason to believe that Ferrotec will not be
          able to supply all of the CCS Units required to be distributed by
          Amerigon in the Territory in any period, Ferrotec shall provide notice
          to Amerigon as soon as possible and in any event sufficiently in
          advance of such period to allow Amerigon to locate another source of
          CCS Units for such period.

     (j)  Ferrotec shall pay Amerigon any costs incurred by Amerigon caused by
          Ferrotec's inability to supply all of the CCS Units required to be
          distributed by Amerigon in the Territory in any period. Specifically,
          Ferrotec shall pay Amerigon:

          (1)  the difference between (i) the aggregate price paid by Amerigon
               to third parties for the manufacture and supply to Amerigon of
               (or the costs to Amerigon, including allocated overhead, to
               produce) CCS Units manufactured by third parties to replace the
               CCS Units not

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               supplied by Ferrotec (the "Substitute Units") and (ii) the
               aggregate price payable by Amerigon of the CCS Units not supplied
               by Ferrotec;

          (2)  any additional shipping charges and applicable duties and tariffs
               paid by Amerigon with respect to Substitute Units;

          (3)  all brokerage fees or agents' commissions paid by Amerigon with
               respect to Substitute Units.

     Notwithstanding any other provision of this Agreement to the contrary,
Ferrotec shall not delegate or attempt to delegate any of its obligations
pursuant to this Section 2.1 to a third party without Amerigon's prior written
consent. Amerigon's consent to such delegation may be conditioned on receipt by
Amerigon of evidence reasonably satisfactory to it that (i) such third party
shall abide by all of the restrictions imposed on Ferrotec by this Agreement,
and (ii) the ability of such third party to perform the delegated duties is at
least equivalent to the ability of Ferrotec to perform the delegated duties. To
the extent Ferrotec is unable to identify a third party acceptable to Amerigon,
Ferrotec shall be responsible for the manufacturing the CCS Units at its own
principal manufacturing facility.

2.2  Purchasing:

     (a)  Amerigon shall purchase from Ferrotec all of the CCS Units required to
          be distributed by Amerigon to automotive parts manufacturing
          facilities located in the Territory, provided such CCS Units are
          delivered in a timely manner and meet Amerigon's acceptance
          requirements and quality standards.

     (b)  Amerigon shall purchase the CCS Units for an initial price per CCS
          Unit agreed upon by Amerigon and Ferrotec, with mutually agreed upon
          price reductions to be determined during the Term. Ferrotec's prices
          for CCS Units shall, during the Term, be competitive, in the good
          faith determination of Amerigon, with any product offered by other
          suppliers offering features similar to those of the CCS Units.

     (c)  Without limiting any other right or remedy available to Amerigon
          pursuant to this Article II, if Ferrotec fails to supply sufficient
          CCS Units of the quality set forth in this Agreement and in the manner
          and at the time set forth in purchase orders or the Production
          Schedule, Amerigon shall have the absolute right to purchase or
          otherwise acquire from third parties or to manufacture for its own
          account, alternative products to use by it in lieu of the CCS Units
          that were to be supplied by Ferrotec.

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III.  Cost
      ----

     Ferrotec shall pay Amerigon US$ 2,000,000 (the "Royalty") by wire transfer
in immediately available funds to an account designated by Amerigon.  Ferrotec
shall also enter the Subscription Agreement.

IV.  Production Schedule; Commencement of Manufacturing
     --------------------------------------------------

     Every six months, Amerigon and Ferrotec shall prepare a mutually acceptable
detailed twelve month production schedule (the "Production Schedule") for the
manufacture of the CCS Units.  Ferrotec shall not commence the manufacture of
any CCS Units until Ferrotec receives written authorization permitting Ferrotec
to manufacture such CCS Units from Amerigon and/or the automobile manufacturers
and/or automotive parts manufacturers that will be the ultimate purchasers of
such CCS Units.

V.  Product Warranty
    ----------------

     Ferrotec warrants that CCS Units manufactured pursuant to Section 2.1 of
this Agreement shall, under reasonably anticipated use and conditions, meet all
of the specifications and other requirements developed and accepted by Amerigon
and Ferrotec and delivered to the other party pursuant to Article II of this
Agreement.  Ferrotec further warrants that each CCS Unit shall be free from
defects in material and workmanship.  With respect to parts and materials
manufactured by third parties and incorporated by Ferrotec in the CCS Units,
such parts and materials shall be covered only by the warranty of the
manufacturer thereof and Ferrotec shall assign to Amerigon any such warranty.

VI.  Grant of Licenses
     -----------------

     6.1  Definitions. For purposes of this Agreement, the following definitions
          shall apply:

          "Amerigon's Technology" shall mean that portion of Amerigon's
     Intellectual Property Rights, together with the tangible and intangible
     property to which such Intellectual Property Rights relate, used in or in
     connection with the manufacture of the CCS Units.

          "Ferrotec's Technology" shall mean that portion of Ferrotec's
     Intellectual Property Rights, together with the tangible and intangible
     property to which such Intellectual Property Rights relate that is not
     Amerigon's Technology and is used in or in connection with the
     manufacturing of the CCS Units.

          "Intellectual Property Rights" shall mean (a) those patents, design
     patents and other industrial property rights (excluding trademarks)
     relating to the manufacture of the CCS Units, which are owned by the
     licensing party or under which the licensing party is entitled to grant
     license to the other party; and (b) trade secrets, technical information,
     know how, data, formula and knowledge relating to the manufacture of the
     CCS Units

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     (except as set forth in clause (a) of this definition), including but not
     limited to designs, drawings, standards, specifications, technical records,
     material lists, process manuals and direction maps, all solely to the
     extent relating to the manufacture of the CCS Units, which are owned by the
     licensing party or under which the licensing party is entitled to grant
     license or permission to use to the other party.

     6.2  The Amerigon License

          Subject to the terms of this Agreement and only during the Term,
     Amerigon grants to Ferrotec an indivisible, terminable, non-transferable
     license, without the right to export or grant sublicenses (the "License")
     to use, and under, that portion, and only that portion, of Amerigon's
     Technology which is necessary to perform Ferrotec's obligations under this
     Agreement, solely and exclusively for the purpose of manufacturing in the
     Territory of the CCS Units required to be distributed by Amerigon to
     automotive parts manufacturing facilities located in the Territory.

     6.3  Limitations on Grant of the Amerigon License

          All grants of rights by Amerigon to Ferrotec to use Amerigon's
     Technology intended to be accomplished by this Agreement are specifically
     stated in this Agreement and no additional rights are granted or may be
     inferred or created by implication.  Without limiting the generality of the
     foregoing, Ferrotec acknowledges and agrees that it does not have any right
     to, and that it shall not:

         (a)  sublicense, grant any other rights in or with respect to, or take
              any actions which could result in the encumbrance of or damage to
              Amerigon's Technology;

         (b)  use or disclose Amerigon's Technology for any use other than that
              specified in Section 6.1 hereof;

         (c)  make any modifications to, or derivatives from, Amerigon's
              Technology;

         (d)  make any copies of Amerigon's Technology; or

         (e)  attempt to reverse engineer, disassemble, reverse translate,
              decompile or in any other manner decode Amerigon's Technology used
              or contained in the CCS Units in order to derive the source code
              or object code thereof or for any other reason.

     6.4  The Ferrotec License.

         (a)  Subject to the terms of this Agreement and only during the Term,
              Ferrotec grants to Amerigon an indivisible, terminable, non-
              transferable license, without the right to export or grant
              sublicenses (the "Ferrotec License") to use, and under, that
              portion, and only that portion, of Ferrotec's

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              Technology which is necessary to perform Amerigon's obligations
              under this Agreement.

         (b)  Ferrotec hereby grants to Amerigon a non-exclusive, fully paid,
              right and license to use any General Manufacturing Technology (as
              defined in Section 7) conceived or developed hereunder. The
              license granted in this Section will survive the termination of
              this Agreement for whatever reason.

VII. Proprietary Rights and Protection
     ---------------------------------

     7.1  Amerigon's Ownership Rights

         (a)  Amerigon shall own all rights in and to Amerigon's Technology,
              including, but not limited to, the Intellectual Property Rights
              associated therewith.

         (b)  Amerigon shall also own all rights, including, but not limited to,
              the Intellectual Property Rights, in and to the CCS Units, all
              components thereof and any parts of all such components including,
              without limitation the form factor and all other components of the
              CCS Units and parts of such components manufactured by Ferrotec in
              connection with the performance of Ferrotec's obligations under
              this Agreement.

         (c)  Amerigon shall own all rights to any technology developed
              individually or jointly by the parties hereto relating to the
              performance of the obligations hereunder which is (i) derived
              from, derivative of, or based upon Amerigon's Technology or
              Amerigon's Confidential Information, (ii) related to the CSS Unit
              or the manufacture thereof, or (iii) developed by Amerigon or
              jointly by Amerigon and Ferrotec under this Agreement (the
              "Developed Technology"), and Ferrotec hereby assigns to Amerigon
              Ferrotec's entire right, title and interest in and to Developed
              Technology, including without limitation the right of priority to
              file and prosecute corresponding applications in any and all
              countries, the rights to any divisions, continuations, reissues
              and extensions with respect thereto, and any right of Ferrotec to
              sue and recover damages for any infringement of any Developed
              Technology. Ferrotec shall own all rights to any intellectual
              property developed exclusively by Ferrotec that is not Developed
              Technology and which is developed without the use or assistance of
              Amerigon or Amerigon Technology ("General Manufacturing
              Technology"). Ferrotec agrees to take such further action and to
              execute such documents as Amerigon may reasonably request to
              effect or confirm the conveyance to Amerigon of the Developed
              Technology and any improvements thereunder.

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         (d)  No trademark license is granted by this Agreement, and Ferrotec
              shall not use in any manner any of the trademarks or trade names
              of Amerigon.

     7.2  Ferrotec's Ownership Rights

          Except as set forth in Section 7.1, Ferrotec shall solely own all
     rights in and to Ferrotec's Technology, including, but not limited to, the
     Intellectual Property Rights associated therewith.

VIII.  Representations, Warranties, and Indemnification
       ------------------------------------------------

     8.1  By Amerigon

          Amerigon represents and warrants that Amerigon's Technology does not
     infringe any patent, copyright, trademark or other Intellectual Property
     Right of any third-party.  Amerigon shall settle and/or defend at its own
     expense and indemnify, and hold harmless Ferrotec, from and against any
     cost, loss or damage arising out of any claim, demand, suit or action
     against Ferrotec to the extent such claim, demand, suit or action alleges
     that Amerigon's Technology infringes upon any Intellectual Property Right
     of any third party, provided that (1) Ferrotec promptly informs Amerigon in
     writing of any such claim, demand, suit or action and, where applicable,
     provides Amerigon with a copy of any demand or complaint with respect
     thereto, (2) Amerigon is given control over the defense or settlement
     thereof and Ferrotec cooperates, at Amerigon's expense, in such defense or
     settlement, and (3) Ferrotec does not agree to the settlement of any such
     claim, demand, suit or action prior to a final judgment thereon without the
     prior written consent of Amerigon, which consent shall not be unreasonably
     withheld.  Ferrotec shall have the right to select its own counsel to
     participate in any such defense at Ferrotec's expense.

     8.2  By Ferrotec

          Ferrotec represents and warrants that (a) Ferrotec's Technology does
     not infringe by patent, copyright, trademark or other Intellectual Property
     Rights of any third party, (b) the performance of its obligations hereunder
     does not, and the performance of its obligations in connection with the
     Production Schedule shall not, in each case, including without limitation,
     its manufacture and supply of the CCS Units to Amerigon, whether with or
     without notice and/or the passage of time, violate Intellectual Property
     Rights of any third party, (c) the CCS Units shall be manufactured in a
     good and workmanlike manner, (d) Ferrotec shall comply with local
     production capability requirements as set forth in Section 2.1(e), and (e)
     the CCS Units shall, under reasonably anticipated conditions and use,
     conform to and operate in accordance with the specifications and other
     requirements identified in Section 2.1 hereof.  Ferrotec shall settle
     and/or defend at its own expense and indemnify, and hold harmless Amerigon,
     from and against any cost, loss or damage arising out of any claim, demand,
     suit or action of any kind made by a third party against Amerigon and
     arising out of or in connection with the use of the CCS Units (except with
     respect to defects in the design or functionality of Amerigon's
     Technology), provided that (1) Amerigon promptly informs Ferrotec in
     writing of any

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     such claim, demand, suit or action and, where applicable, provides Ferrotec
     with a copy of any demand or complaint with respect thereto, (2) Ferrotec
     is given control over the defense or settlement thereof and Amerigon
     cooperates, at Ferrotec's expense, in such defense or settlement, and (3)
     Amerigon does not agree to the settlement of any such claim, demand, suit
     or action prior to a final judgment thereon without the prior written
     consent of Ferrotec, which consent shall not be unreasonably withheld.
     Amerigon shall have the right to select its own counsel to participate in
     any such defense at Amerigon's expense. Notwithstanding the foregoing,
     Ferrotec shall have no liability pursuant to this Section 8.2 if, and to
     the extent that, Ferrotec can demonstrate that its action or inaction was
     done at the direction of Amerigon.

IX.  Confidentiality
     ---------------

     9.1  Confidential and Proprietary Information

          "Confidential and Proprietary Information" of any party means all
     trade secrets, Intellectual Property Rights, Developed Technology and other
     confidential and/or proprietary information, reports, investigations,
     research, work in progress, source codes, object codes, marketing and sales
     programs, financial projections, cost summaries, pricing formula, contracts
     analyses, financial information, projections, confidential filings with any
     international, federal or state agency, and all other confidential
     concepts, methods of doing business, ideas, materials or information
     prepared or performed by or on behalf of such party by its employees,
     officers, directors, agents, representatives, or consultants, unless such
     information is not a trade secret and (a) was in the possession of the
     party receiving such information (the "Receiving Party") prior to
     disclosure hereunder; (b) was disclosed by a third party without breach of
     any obligation of confidentiality owed to the party disclosing such
     information ( the "Disclosing Party"); (c) was independently developed by
     personnel of the Receiving Party having no access to Confidential and
     Proprietary Information; or (d) became known or available to the public
     generally through no wrongful act of either party.  Ferrotec acknowledges
     that the term Confidential and Proprietary Information when applied to
     Amerigon shall include any of the foregoing types of information developed
     by Ferrotec while performing services pursuant to this Agreement.

     9.2  Disclosure

          Each Receiving Party shall not disclose to third parties nor use for
     any purpose other than for the proper fulfillment of the purposes of this
     Agreement any Confidential and Proprietary Information received from the
     Disclosing Party in whatever form under or in connection with this
     Agreement without the prior written permission of the Disclosing Party save
     for Confidential and Proprietary Information which is required by any
     international, federal or state statute, rule or regulation or the order of
     any court of competent jurisdiction or governmental entity, in each case
     applicable to the Disclosing Party, provided, that prior to disclosing any
     Confidential and Proprietary Information pursuant to such international,
     federal or state statute, rule, regulation or order, the Disclosing Party
     shall give prior written notice thereof to the Receiving Party, together

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     with a copy of any request or subpoena seeking disclosure of such
     information received and provided the Receiving Party with the opportunity
     to contest such disclosure.

     9.3  Affiliates

          Affiliates of a Party hereto engaged in the performance of this
     Agreement shall not be deemed to be third parties for the purposes of this
     Article IX so long as the respective Party ensures full compliance by such
     affiliates with all of the provisions of this Article IX.  Notwithstanding
     the foregoing, each Party shall be liable for the failure of any affiliate
     to whom such Party discloses such Confidential and Proprietary Information
     to comply with the provisions of this Article IX to the same extent as if
     such Party had itself failed to comply with the provisions of this Article
     IX.

     9.4  Personnel

          Each party shall limit access to Confidential and Proprietary
     Information to those of its personnel and the personnel of its affiliates
     for whom such access is reasonably necessary for the proper performance of
     this Agreement and obtain written undertakings of confidentiality from
     them.

     9.5  Duration

          The obligation to treat information as Confidential and Proprietary
     Information shall, with respect to each piece of information, continue so
     long as such piece of information continues to meet the definition of
     Confidential and Proprietary Information as set forth in this Article IX.

     9.6  Consent to Disclosure of the Terms of this Agreement

          Neither party shall provide a copy of, or disclose any of the terms or
     conditions of, this Agreement without the prior written permission of the
     other party, except as otherwise required by any international, federal or
     state statute, including the United States federal securities laws, rule or
     regulation or the order of any court of competent jurisdiction or
     governmental entity.

X.   Term and Termination
     --------------------

     10.1  Term

          The period of effectiveness of this Agreement (the "Term") shall
     commence at 12:00 am (Los Angeles time) on April 1, 2001 and shall extend
     until 12:00 am (Los Angeles time) on April 1, 2011 (the "Initial Term")
     and, thereafter, the Term shall automatically extend for successive one-
     year periods, unless this Agreement is sooner terminated as provided in
     this Agreement.

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     10.2  Termination for Breach

          Subject to Section 10.6, each party shall have the right to terminate
     this Agreement if the other Party fails to remedy any breach of a warranty,
     representation or covenant contained in this Agreement within 30 days of
     receipt of written notice of the breach.

     10.3  Termination for Competitive Reasons

          If during the Term, (a) the quality of the CCS Units manufactured by
     Ferrotec deteriorates below the acceptance requirements and quality
     standards specified by Amerigon with respect to the CSS Units, or (b) the
     technology, price or quality of the CCS Units manufactured by Ferrotec does
     not remain competitive, in each case as determined by Amerigon in good
     faith, Amerigon may immediately terminate this Agreement in whole or in
     part without further liability.  Amerigon shall provide written notice to
     Ferrotec which outlines its causes for termination and specifies a
     termination date at least three months after the date of the notice.  If
     Ferrotec demonstrates to Amerigon, at least one month prior to the
     specified date of termination, that Ferrotec shall correct the causes by
     the termination date or a subsequent date acceptable to Amerigon,
     termination shall be suspended and this Agreement shall continue in
     accordance with the terms hereof.  Termination of this Agreement pursuant
     to the termination rights set forth in this Section 10.3 does not negate,
     vitiate, or otherwise affect Ferrotec's obligations with respect to CCS
     Units previously supplied, including without limitation all warranty
     obligations.

     10.4  Termination after Initial Term.

          Either party may terminate this Agreement for any reason, if the other
     party receives written notice of termination at least one year prior to the
     date of termination; provided, however, that the earliest date of
                          --------
     termination permitted pursuant to this Section 10.4 shall be the day after
     expiration of the Initial Term.

     10.5  Bankruptcy

          Either party shall have the right to terminate this Agreement if a
     decree or order by a court having jurisdiction over the other party shall
     have been entered adjudging the other party bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization,
     readjustment, arrangement, composition or similar relief for or in respect
     of the other party under the federal bankruptcy laws, or any other similar
     applicable federal or state law, and such decree or order shall have
     continued undischarged and unstayed for a period of 60 days; or a decree or
     order of a court having jurisdiction over the other party for the
     appointment of a liquidator or trustee or assignee in bankruptcy or
     insolvency of the other party, or for the winding up or liquidation of the
     other party's affairs, shall have been entered, and such decree or order
     shall have remained in force, undischarged and unstayed for a period of 60
     days; or the other party shall institute proceedings to be adjudicated a
     voluntary bankrupt, or insolvent or shall consent to the

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     filing against it of a proceeding under the federal bankruptcy laws, or any
     other similar applicable federal or state law, or shall file a petition or
     answer or consent seeking reorganization, readjustment, arrangement,
     composition or similar relief under the federal bankruptcy laws, or any
     other similar applicable federal or state law, or admit its inability to
     pay its debts as they become due or the making by it of an assignment for
     the benefit of creditors.

XI.  Joint Venture Agreement;  Subscription Agreement.
     -------------------------------------------------

     11.1  Joint Venture Agreement

          It is the intention of Amerigon and Ferrotec to enter into a Joint
     Venture Agreement (the "Joint Venture Agreement") for the purpose of
     purchasing, marketing, selling and distributing the CCS Units in the
     Territory.  The terms of the Joint Venture Agreement shall be negotiated by
     Amerigon and Ferrotec in good faith subsequent to the commencement of this
     Agreement and shall contemplate that each party shall contribute capital to
     the formation of the Joint Venture.

     11.2  Common Stock Subscription Agreement.

          As additional consideration for the rights exchanged in this
     Agreement, Amerigon and Ferrotec have entered into the Subscription
     Agreement, whereby Amerigon sold to Ferrotec, and Ferrotec purchased,
     200,000 shares of Amerigon common stock, no par value per share, at a
     purchase price of US$ 5.00 per share.

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XII. Miscellaneous Provisions
     ------------------------

     12.1  No Obligations; License. Nothing contained in this Agreement shall be
           construed as (a) requiring either party to purchase, manufacture or
           develop any CCS Units not specifically identified in this Agreement
           or a purchase order or Production Schedule delivered pursuant to this
           Agreement; (b) requiring either party to discuss, negotiate or
           consummate the terms of a subsequent supply agreement; or (c)
           transferring the ownership of the Intellectual Property Rights now or
           hereafter owned by one party to the other party except as set forth
           in Section 7.1(c) of this Agreement.

     12.2  Independent Advice. The parties have read this Agreement, have had
           the benefit of their own legal counsel regarding this Agreement, or
           an opportunity to so obtain said benefit, and hereby warrant,
           represent, and agree that they understand all of the terms of this
           Agreement and that they are voluntarily executing the same of their
           own free will.

     12.3  Parties Bear Own Expenses. Each party shall each bear its own
           expenses incurred in negotiating, preparing and signing this
           Agreement.

     12.4  Further Assurances. The parties shall perform any further acts and
           execute and deliver any documents that may be reasonably necessary to
           carry out the intent of this Agreement.

     12.5  Integration. This Agreement, and all appendices and exhibits attached
           hereto, shall constitute the final, complete and exclusive agreement
           and understanding by and between the parties, and supersedes all
           prior or contemporaneous written or oral agreements. To the extent
           there is a conflict between the terms of an appendix or exhibit
           attached hereto and the terms of this Agreement, the terms of this
           Agreement shall control. The parties each acknowledge that there are
           no representations, warranties, agreements, arrangements or
           understandings other than as expressly contained in this Agreement
           and the appendices and exhibits attached hereto.

     12.6  Assignment and Transfer:

          (a)  Amerigon shall have the right to assign its rights and interests
               and delegate its obligations with respect to the purchase of the
               CCS Units manufactured by Ferrotec hereunder to any third party
               assignee whose financial condition and creditworthiness is at
               least equivalent to Amerigon's financial condition and
               creditworthiness at the time of execution of this Agreement.

          (b)  Ferrotec shall not have the right to assign its rights and
               benefits or delegate its obligations under this Agreement without
               the prior written consent of Amerigon.

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     12.7  Partial Invalidity. If, at any time, any provision hereof is or
           becomes illegal, invalid or unenforceable in any respect under the
           law of any jurisdiction, neither the legality, validity or
           enforceability of the remaining provisions hereof, nor the legality,
           validity or enforceability of such provision under the law of any
           other jurisdiction shall in any way be affected or impaired thereby.

     12.8  Counterparts. This Agreement may be executed in one or more
           counterparts all of which together shall constitute one and the same
           Agreement.

     12.9  Interpretation. Parties have each agreed to the use of the particular
           language of the provisions of this Agreement, and any question of
           doubtful interpretation shall not be resolved by any rule of
           interpretation providing for interpretation against a party who
           causes an uncertainty to exist or against the draft herein.

    12.10  Amendments and Modifications. This Agreement, any Exhibits,
           Appendices or any other attachments to this Agreement, and any
           purchase order or Production Schedule delivered pursuant to the terms
           of this Agreement may be amended or modified in writing only, signed
           by the parties to be charged or bound by such amendment or
           modifications.

    12.11  Remedies and Waivers. No failure to exercise, nor any delay in
           exercising, on the part of either party, any right or remedy
           hereunder shall operate as a waiver thereof, nor shall any single or
           partial exercise of any right or remedy prevent any further or other
           exercise thereof or the exercise of any other right or remedy.

    12.12  Notices. Any notice given by one party to the other shall be deemed
           properly given if specifically acknowledged by the receiving party in
           writing, upon receipt by the recipient by overnight delivery,
           messenger delivery or registered mail to the following addresses (or
           such other address as may be notified in writing from time to time by
           either party) or if made by telex, telecopy or facsimile
           transmission, at the time that receipt thereof has been acknowledged
           by electronic confirmation or otherwise:

           If to Amerigon:
               Amerigon Incorporated
               5462 Irwindale Avenue
               Irwindale, CA  91706
               Attention:  Richard Weisbart
               Facsimile No.:  (626) 815-7441

           with a copy to:
               O'Melveny & Myers LLP
               400 South Hope Street
               Los Angeles, CA 90071-2899
               Attention:  John Laco, Esq.
               Facsimile No.:  (213) 430-6407

                                       13
<PAGE>

           If to Ferrotec:
               Ferrotec Corporation
               Sumitomo Bldg. #6,
               5-24-8 Higashi Ueno Taito-ku,
               Tokyo 110, Japan
               Facsimile No.:

           with a copy to:
               Attention:
               Facsimile No.:

    12.13  Applicable Law. This Agreement shall be governed by and construed in
           accordance with the laws of the State of California without regards
           to its choice of law provision.

    12.14  Jurisdiction. Each party to this Agreement hereby irrevocably agrees
           that any legal action or proceeding arising out of or relating to
           this Agreement or any agreements or transactions contemplated hereby
           may be brought in the courts of the State of California or of the
           United States of America located in the Central District of
           California and hereby expressly submits to the personal jurisdiction
           and venue of such courts for the purposes thereof and expressly
           waives any claim of improper venue and any claim that such courts are
           an inconvenient forum. Each party hereby irrevocably consents to the
           service of process of any of the aforementioned courts in any such
           suit, action or proceeding by the mailing of copies thereof by
           registered or certified mail, postage prepaid, to the address set
           forth in Section 12.12 such service to become effective 10 days after
           such mailing.

    12.15  Waiver of Jury Trial. To the extent permitted by applicable law,
           Ferrotec and Amerigon irrevocably waive their respective rights to a
           jury trial with respect to any action, claim or other proceeding
           arising out of any dispute in connection with this agreement, any
           rights or obligations hereunder or thereunder, or the performance of
           such rights and obligations.

                                       14
<PAGE>

          IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first above mentioned.


Amerigon Incorporated                        Ferrotec Corporation


/s/ Richard Weisbart                         /s/ Akira Yamamura
--------------------------                   ------------------------------
Name:  Richard A. Weisbart                   Name:  Akira Yamamura
Title:  President and CEO                    Title:  President and CEO




                                       15
<PAGE>

                                                                           DRAFT

                                   EXHIBIT A
                                   ---------

     The countries included in the Territory are China, Japan, Taiwan, Korea,
India, Thailand, Vietnam, Malaysia, Indonesia, and the Philippines.




                                  Exhibit A-1