REDACTED
        AS FILED

      Exhibit
        10.21

       

      NOTE:
        [*]* signifies redacted portions for which confidential treatment is
        requested.

      


      SPARE
        PARTS SALES AND AUTHORIZATION AGREEMENT

      


      This
        Spare Parts Sales
        and
        Authorization Agreement (the “Agreement”) is made and entered into this 8 day of
        July, 2008 by and between Philips Consumer Lifestyle, a division of Philips
        Electronics North America Corporation, a Delaware corporation (“Philips”), with
        offices at 1600 Summer Street, Stamford CT 06905 and Vance Baldwin, Inc.,
        a
        Florida corporation (“Vance Baldwin”) and a wholly owned subsidiary of Encompass
        Group Affiliates, Inc., with offices at 7060 State Road 84, #12, Ft. Lauderdale,
        FL 33317. The Effective Date of this Agreement shall be the date on which
        the
        second Party to sign this Agreement executes the Agreement. 

      


      WHEREAS,
        Vance
        Baldwin sells certain products and materials to authorized service providers,
        distributors and major retailers with service departments for service of
        consumer electronic products; 

       

      WHEREAS,
        Philips
        desires that Vance Baldwin purchase certain products and/or materials for
        resale
        by Vance Baldwin to authorized service providers, distributors and major
        retailers with service departments (collectively referred to as “Buyers”) for
        service of Philips televisions. Such products and/or materials are replacement
        parts for finished products sold by Philips;

      


      WHEREAS,
        Vance
        Baldwin desires to purchase the Parts (as defined below) hereunder for resale
        to
        Buyers for service of Philips televisions; and

      


      WHEREAS,
        Philips
        desires to authorize Vance Baldwin as their single primary authorized OEM
        distributor for digital electronics television spare parts for Philips products
        in North America generally applicable up to design year ending in 2008. Philips
        makes no representation that it will sell or make available parts for any
        design
        year after 2008;

      


      NOW,
        THEREFORE,
        for
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, Vance Baldwin and Philips (together, “the Parties”) agree as
        follows:

      


      1.
        SCOPE 

      


      This
        Agreement shall govern the sale of all products and/or materials as more
        particular set forth on Appendix 1 attached hereto (“Parts”) and incorporated
        herein by reference which Parts shall be provided by Philips to Vance Baldwin
        under this Agreement, and is intended to authorize Vance Baldwin to act as
        their
        single primary authorized OEM distributor of these digital electronics spare
        parts for Philips products in North America. It is understood that the Parts
        are
        provided to Vance Baldwin by Philips for the purpose of resale by Vance Baldwin
        to Buyers.

      


      2.
        PARTS, PURCHASE PRICE AND PAYMENT

      


      2.1
        Parts: Vance Baldwin agrees to purchase and Philips agrees to sell the Parts
        under this Agreement, the initial on hand inventory of Parts on the Effective
        Date as set forth in Appendix 1, and as appropriate on an ongoing basis
        thereafter. The total amount of the initial bulk purchase of on hand inventory
        of Parts will be based on actual on hand balances as specified on shipment
        invoice, on the Effective Date. All shipments will be FOB
        destination.


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.2
        Price: The Purchase Price per unit is as indicated in Appendix 1 under the
        column heading of Revaluated Standard Cost, exclusive of applicable sales
        tax.
        Accordingly, Vance Baldwin:

      


      
        	
                a)

              	
                shall
                  buy Parts [at the applicable Purchase Price] listed in Appendix
                  1 which is
                  compiled from current stock as of the Effective Date in Mechanicsburg
                  as
                  attached in Appendix 1.1 and available stock in Ozark as attached
                  in
                  Appendix 1.2.

              


      

      


      
        	
                b)

              	
                shall
                  purchase any inventory received after initial transfer through
                  separate
                  purchase orders, new part receipts of Parts in transit on the Effective
                  date, i.e. from suppliers and
                  Buyers.

              


      

      


      
        	
                c)

              	
                shall
                  buy all available Philips panel crates at agreed price as listed
                  in
                  Appendix 2

              


      

      


      
        	
                d)

              	
                shall
                  buy all current available Philips broken Flat panel products with
                  broken
                  or defective panels that are complete units, and in good condition
                  other
                  than the broken or defective panels at agreed price as listed in
                  Appendix
                  3.

              


      

      


      shall
        receive ownership of all available inventories of Philips defective Parts
        at PTS
        Electronics Inc. as listed in Appendix 4 at price of $[*]*.

      


      2.3
        Payment: Purchase of current inventory and supplies

      


      Vance
        Baldwin will wire [*]*%
        of the
        aggregate Purchase Price determined as of each shipment invoice value presented
        by Philips to Philips’ bank account at Bank of America [*]*
        days
        before each shipment starts. Bank details will be separately
        provided.

      


      Vance
        Baldwin will receive and reconcile shipment and wire final remaining balance
        of
        the aggregate Purchase Price to Philips bank account at Bank of America on
        each
        shipment invoice within [*]* days
        after receipt of full shipment and completed reconciliation of receipt. Payment
        shall be made only for Parts actually received and listed on Appendix
        1.

      


      
        	
                a)

              	
                Vance
                  Baldwin will assume the financial liability for any invoices for
                  open
                  orders which Philips has placed for the purpose of supplying Buyers,
                  that
                  are not yet received on the Effective Date, but in transit from
                  the
                  vendors all of which are listed in Appendix
                  5.

              


      

      


      2.4
        Vance
        Baldwin continued Parts support management

      


      
        	
                a)

              	
                Vance
                  Baldwin recognizes that Philips will continue to incur staff expense
                  to
                  support the parts business (supplier relation management) and also
                  recognizes that a portion of that labor expense is in support of
                  Vance
                  Baldwin Electronics. Vance Baldwin will reimburse Philips [*]*%
                  of the salary and related benefits of the primary parts support
                  leaders
                  that remain on Philips payroll for up to [*]*
                  Philips employees. This reimbursement will take place on a monthly
                  basis
                  based on statements of such costs presented to Vance Baldwin by
                  Philips.

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	b)	
                Vance
                  Baldwin will continue to buy complete flat panel products with
                  broken or
                  defective panels from Philips when at Philips’ request and when made
                  available based on agreed price as listed in Appendix
                  3.

              


      

      


      
        	
                c)

              	
                In
                  case of free of charge defective Part repairs or replacements by
                  the
                  Supplier when within the supplier’s warranty conditions, Vance Baldwin
                  agrees, to pay Philips [*]*%
                  of the then current standard cost of the repaired or replaced Part.
                  Vance
                  Baldwin will report free of charge Part sales monthly as formatted
                  in
                  Appendix 15. Payment will be initiated through Philips
                  invoice.

              


      

      


      
        	
                d)

              	
                Vance
                  Baldwin agrees to pay Philips a percentage of the consumer exchange
                  product value, based on Philips’ then current factory price (“MLO”), in
                  case of product exchanges due to (i) Parts on backorder, and (ii)
                  Parts no
                  longer available (“NLA”). The payment percentage is linked to the
                  improvement results as agreed in the monthly business review meeting
                  (“BRM”) and specified in Appendix 14. Payment will be initiated through
                  Philips invoice.

              


      

      


      2.5
        The
        Parts are sold “AS IS WHERE IS” without any warranty, express, implied or
        otherwise, except as explicitly provided in this Agreement.

      


      THE
        IMPLIED WARRANTIES OF NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE
        OR
        MERCHANTABILITY ARE SPECIFICALLY DISCLAIMED BY PHILIPS.

      


      3.
        REPRESENTATIONS 

      


      3.1
        Vance
        Baldwin represents and warrants that: 

      


      
        	
                a)

              	
                it
                  is regularly engaged in the business of purchasing and reselling
                  material
                  similar to the Parts, which are the subject of this Agreement,
                  and has the
                  requisite experience, facilities and qualified personnel to perform
                  its
                  obligations under this Agreement. 

              


      

      


      
        	
                b)

              	
                it
                  will fulfill its obligations hereunder in compliance with all applicable
                  laws, and with all terms and conditions of this
                  Agreement.

              


      

      


      
        	
                c)

              	
                it
                  has obtained and shall maintain in effect, at all times during
                  the term of
                  this Agreement, all permits and licenses required, if any, for
                  performance
                  of its obligations under this
                  Agreement.

              


      

      


      
        	
                d)

              	
                it
                  shall continue to provide Parts and return possibilities to the
                  Buyers
                  with at least a service level comparable with Philips service levels
                  to
                  Buyers as defined in key performance indicators (“KPI’s”) in Appendix 16
                  and further, upon similar or reasonable commercial
                  terms.

              


      

      


      3.2
        Philips represents and warrants that:

      


      
        	
                a)

              	
                it
                  has valid title to the initial on hand inventory of Parts and any
                  other
                  parts transferred from Philips to Vance Baldwin, that the Parts
                  are free
                  from any encumbrances such warranties excluding the implied warranties
                  of
                  merchantability fitness for a particular purpose and non
                  infringement.

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	
                b)

              	
                it
                  will use all reasonable efforts to ensure continuity of supply
                  from
                  Philips suppliers to Vance Baldwin. Vance Baldwin also has the
                  right to
                  source any item though a vendor of their choosing as long as the
                  item
                  meets Philips specifications and quality.


              


      

      


      
        	
                c)

              	
                it
                  shall send a vendor change file to Buyers to permit Buyers to change
                  the
                  source information to facilitate Buyers ordering directly from
                  Vance
                  Baldwin. Philips will transfer its Service Business Portal domain
                  name to
                  Vance Baldwin to refer any Buyer for Philips Parts to Vance Baldwin
                  and
                  will perform any reasonable task to otherwise promote the availability
                  of
                  the Parts from Vance Baldwin. Philips shall exclusively refer Buyers
                  to
                  Vance Baldwin for Parts in North
                  America.

              


      

      


      
        	
                d)

              	
                Philips
                  hereby appoints Vance Baldwin as their preferred authorized OEM
                  distributor for digital electronics spare parts for Philips products
                  in
                  North America generally applicable to design year ending in 2008..
                  Vance
                  Baldwin shall be entitled to hold itself out as, and promote itself,
                  as
                  such preferred authorized distributor.


              


      

      


      
        	4.	
                OBLIGATIONS

              


      

      


      
        	4.1	
                Vance
                  Baldwin is obligated to: 

              


      

      


      
        	
                a)

              	
                own
                  Parts inventory and assume full obsolescence risk and management
                  after the
                  initial purchase of Philips inventory and inventory currently on
                  order
                  with vendor.

              


      

      


      
        	
                b)

              	
                manage
                  and resolve account payable balances with all suppliers with full
                  financial ownership.

              


      

      


      
        	
                c)

              	
                plan
                  and order Parts during the initial, replenishment and EOL phase
                  of Philips
                  products.

              


      

      


      
        	
                d)

              	
                actively
                  seek alternative sources when Parts are NLA from current
                  suppliers.

              


      

      


      
        	
                e)

              	
                provide
                  and package all Parts according to Philips
                  specifications.

              


      

      


      
        	
                f)

              	
                manage
                  and resolve account receivable balances with all Buyers with full
                  financial ownership.

              


      

      


      
        	
                g)

              	
                ship
                  Parts internationally. Shipping charges are allowable to all international
                  customers except Canada and US
                  territories.

              


      

      


      
        	
                h)

              	
                maintain
                  a similar web Parts look up and order capabilities for Buyers as
                  currently
                  provided by Philips. Similar order referrals for analog parts to
                  Andrews
                  will be maintained by Vance Baldwin.


              


      

      


      
        	
                i)

              	
                collect
                  and upload Parts sales data to Philips designated database from
                  ServicePower daily.

              


      

      


      
        	
                j)

              	
                report
                  new and changed Part pricing when available to Philips designated
                  database
                  from ServicePower.

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        	
                k)

              	
                make
                  prepaid return labels available for all designated core Parts to
                  support
                  new and defective core returns.

              


      

      


      
        	
                l)

              	
                report
                  core Part returns which are showing signs of customer induced damage,
                  no
                  fault found, missing components and uploads results to Philips
                  designated
                  database daily.

              


      

      


      
        	
                m)

              	
                own
                  and manage defective Parts repair
                  process.

              


      

      


      
        	
                n)

              	
                sell
                  Parts to Philips authorized call center for consumer drop ship
                  and to
                  Philips authorized depot at master distributor
                  discount.

              


      

      


      
        	
                o)

              	
                acknowledge
                  that suggested maximum Parts prices for Buyers are set forth on
                  in
                  Appendix 1 and as outlined in the suggested pricing table from
                  Appendix
                  11, provided however that Vance Baldwin is free to set its own
                  selling
                  prices. 

              


      

      


      
        	
                p)

              	
                chair
                  the monthly BRM where Vance Baldwin will present performance and
                  KPI’s and
                  will show an in-depth analysis and plan for improvements where
                  necessary.
                  The topics of discussion during the monthly BRM are outlines in
                  Appendix
                  17.

              


      

      


      
        	
                q)

              	
                provide
                  reports to Philips on Parts order book, past due orders and supplier
                  delivery performance, Parts backorder, Parts inventory and Parts
                  supply
                  performance to Buyers on an agreed to timing as defined in Appendix
                  15.

              


      

      


      
        	4.2	
                Philips
                  is obligated to: 

              


      

      


      
        	
                a)

              	
                provide
                  current Part service bills of materials (“SBOMs”), as listed in Appendix
                  6, Part substitutions, as listed in Appendix 7 and Parts suppliers,
                  as
                  listed in Appendix 8.

              


      

      


      
        	
                b)

              	
                provide
                  supplier contact and order terms and conditions for all Parts,
                  as listed
                  in Appendix 9 and the warranty repair agreements, as listed in
                  Appendix
                  10.

              


      

      


      
        	
                c)

              	
                provide
                  Philips agreed supplier Parts cost, and vendor location updates
                  when
                  available as stored in lightning stroke database
                  (“LSDB”).

              


      

      


      
        	
                d)

              	
                provide
                  suggested maximum Part authorized ASC price in Appendix 1 and Buyer
                  discounts as listed in Appendix 11 and will determine on maximum
                  Parts
                  reimbursement with authorized service centers
                  (“ASCs”).

              


      

      


      
        	
                e)

              	
                provide
                  initial and last time buy (“LTB") notices for the Philips
                  Parts.

              


      

      


      
        	
                f)

              	
                provide
                  suggested new and defective Part return terms and conditions as
                  listed in
                  Appendix 12.

              


      

      


      
        	
                g)

              	
                provide
                  packaging spec’s for panel Parts as listed in Appendix
                  13.

              


      

      


      
        	
                h)

              	
                Sell
                  broken panel complete products to Vance Baldwin when available
                  and when
                  requested.

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	
                i)

              	
                Provide
                  service manuals for all Philips products which these Parts
                  support.

              


      

      


      5.
        CONFIDENTIALITY 

      


      5.1
        Vance
        Baldwin and Philips agree to execute, as part of this Agreement, a Nondisclosure
        Agreement for the reciprocal protection of confidential information.
        Notwithstanding any provision to the contrary contained in the Nondisclosure
        Agreement, the Nondisclosure Agreement shall be in full force and effect
        during
        the term of this Agreement and any renewals thereof. Said Nondisclosure
        agreement shall be attached hereto as Appendix 18.

      


      6.
        SHIPPING; INSPECTION 

      


      6,1
        The
        initial inventory of Parts that Vance Baldwin will purchase from Philips
        shall
        be shipped FOB destination, freight prepaid. 

      


      6.2
        Upon
        receipt of Parts, Vance Baldwin shall, within thirty business days, inspect
        the
        Part to verify Philips’ representations and to verify weights and quantities.


      


      6.3
        With
        respect to Vance Baldwin’s right of inspection and rejection, Vance Baldwin
        shall, within thirty business days of receipt of Parts, notify Philips of
        any
        variances with respect to the weights and/or quantities or any matters
        pertaining to Philips’ representations concerning the Parts. Vance Baldwin shall
        advise Philips within said thirty day period of any Parts rejected. Thereafter,
        all Parts shall be deemed accepted by Vance Baldwin Electronics.

      


      7.
        TITLE; RISK OF LOSS 

      


      Title
        and
        risk of loss to the Parts shall pass to Vance Baldwin upon delivery at the
        FOB
        destination point. 

      


      8.
        LIMITATION OF LIABILITY 

      


      THE
        PARTIES UNDERSTAND AND AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
        HEREIN, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER
        PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES,
        INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED
        OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR IF SUCH DAMAGES COULD HAVE
        BEEN
        REASONABLY FORESEEN. PHILIPS’ LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY DAMAGE
        OR LOSS ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECT OF THIS
        AGREEMENT OR FROM PROVIDED PRODUCTS FURNISHED HEREUNDER, WILL NOT EXCEED
        THE
        VALUE OF THE PRODUCTS SOLD BY PHILIPS PURSUANT TO THE TERMS HEREOF.


      


      9.
        RELATIONSHIP OF PARTIES 

      Notwithstanding
        anything to the contrary contained in this Agreement, nothing herein shall
        be
        construed or deemed to create any of the following relationships between
        the
        Parties: (a) principal and agent; (b) employer and employee; (c) joint venture;
        (d) partnership; or (e) franchiser and franchisee. 


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      10.
        ENTIRE AGREEMENT

      


      10.1
        This
        Agreement consists of this document, as well as any previously or concurrently
        executed confidentiality and/or nondisclosure agreement(s) between the Parties,
        which confidentiality and/or nondisclosure agreements continue in full force
        and
        effect and are hereby incorporated by reference into this Agreement. As thus
        defined, this Agreement sets forth the entire understanding of the Parties
        regarding the subject matter hereof and supersedes all prior agreements and
        understandings relating to the subject matter hereof. 

      


      10.2
        Any
        Purchase Orders placed by either Party under this Agreement shall be governed
        only by the terms and conditions of this Agreement, notwithstanding any
        preprinted terms and conditions on any such Purchase Order placed or on any
        other preprinted form utilized. 

      


      10.3
        This
        Agreement, as now constituted or as it may subsequently have been modified,
        may
        not be modified except in a writing signed by both of the Parties. 

      


      11.
        SEVERABILITY 

      If
        any
        provision, or portion of a provision, of this Agreement is held by a court
        of
        competent jurisdiction to be unenforceable because it is invalid or in conflict
        with any law of any relevant jurisdiction, the validity of the remaining
        provisions, or remaining portion(s) of the affected provision(s), shall not
        be
        affected, and the rights and obligations of the Parties shall be construed
        and
        enforced to the fullest extent as if the Agreement did not contain the
        particular provision(s) or portion of provision(s) held to be unenforceable.
        

      


      12.
        WAIVER 

      


      12.1
        No
        waiver of any right(s) or obligation(s) under this Agreement shall be effective
        unless in writing signed by both Parties. 

      


      12.2
        No
        waiver of any default or breach under this Agreement, whether intentional
        or
        not, shall be deemed to extend to any prior or subsequent default or breach
        under this Agreement or affect any rights arising by virtue of any prior
        or
        subsequent such occurrence. 

      


      13.
        SUCCESSORS & ASSIGNS 

      


      13.1
        This
        Agreement, and the respective rights and obligations of the Parties, shall
        survive any transfer of ownership and any changes in name by either Party.
        

      


      13.2
        Neither Party shall assign this Agreement except for transfer of substantially
        all of the assets of that Party or for a change solely in name of the Party.
        

      14.
        FORCE MAJEURE 

      


      Neither
        Party shall be liable or deemed to be in default for any delay or failure
        in
        performance under this Agreement or interruption of service resulting directly
        or indirectly by reason of, without limitation, the following: fire, flood,
        earthquake, explosion or other casualty, strikes or labor disputes, disruptions
        of telecommunications systems, inability to obtain supplies or power, war
        or
        other violence, any law, regulation, ordinance, or other requirement of any
        government agency, acts of God, or any other act or condition beyond the
        reasonable control of that Party; provided that the affected Party resumes
        performance when reasonably able to do so. 


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      15.
        THIRD-PARTY BENEFICIARIES 

      


      No
        provision of this Agreement is intended, nor will be interpreted, to provide
        or
        to create any third party beneficiary right or any other rights of any kind
        in
        any client, customer, affiliate, stockholder, employee, party, purchaser,
        distributor or any other person or entity whatsoever. 

      


      16.
        NOTICES 

      


      Any
        notices hereunder shall be given in writing at the address of each Party
        set
        forth in the initial paragraph of this Agreement, or to such other address
        as
        either Party may substitute by written notice to the other. Notice shall
        be
        deemed served when delivered or, if delivery is not accomplished by reason
        of
        some fault of the addressee, when tendered. 

      


      
        	
                Vance
                  Baldwin

              	 	
                Philips

              
	
                Attn:
                  Robert Coolidge

              	 	
                Attn:
                  Consumer Care Manager

              
	
                President

              	 	
                Consumer
                  Lifestyle

              
	
                Vance
                  Baldwin

              	 	
                Philips
                  Electronics NA Corporation

              
	
                7060
                  State Road 84, #12

              	 	
                1600
                  Summer Street

              
	
                Ft
                  Lauderdale, FL 33317

              	 	
                Stamford,
                  CT 06905

              
	 	 	 
	
                Attn:
                  Steven Miller

              	 	 
	
                Chief
                  Operating Officer

              	 	 
	
                Encompass
                  Group

              	 	 
	
                1655
                  Lakes Parkway

              	 	 
	
                Lawrenceville,
                  GA 30043

              	 	 


      

      


      17.
        COMPLIANCE WITH LAWS 

      


      17.1
        Each
        Party shall comply with all applicable national, state and local laws and
        regulations including but not limited to laws and regulations governing the
        manufacture, processing, distribution, transportation, labeling, handling,
        discharge, treatment, disposal, recycling, reclamation, use or other activity
        relating to the Parts, as for which each Party is responsible due to the
        exercise of full control. 

      


      17.2
        The
        Parts may require a valid export license issued by the U.S. Department of
        Commerce prior to the export of such from the United States. As a condition
        of
        sale, Vance Baldwin will abide by all U.S. Export Administration regulations,
        including compliance requirements to obtain a valid export license whenever
        applicable. 

      


      18.
        GOVERNING LAW 

      


      This
        Agreement shall be governed by and construed under, and any dispute hereunder
        shall be resolved in accordance with, the laws of the State of NY, without
        regard for its conflicts of laws provisions. Any action against either Party
        under this Agreement or arising from activities provided hereunder must be
        brought within one year after the cause of action accrues and shall be brought
        in the courts of the State of NY.


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      19.
        SURVIVING OBLIGATIONS 

      


      The
        Parties understand and acknowledge that their responsibilities and obligations
        regarding confidentiality and confidential information, as well as those
        other
        obligations which by their nature would survive termination of contract,
        shall
        survive the termination of this Agreement for a period of two years.


      


      20.
        BINDING DOCUMENTS 

      


      20.1
        If
        this Agreement is executed in multiple counterparts, the Parties agree that
        any
        of such executed counterparts constitutes a valid and binding contract and
        that,
        collectively, such counterparts constitute one and the same contract.


      


      20.2
        Any
        signed copy of this Agreement via facsimile or other process that accurately
        transmits the original document shall be considered an original document.
        

      


      21.
        APPENDICES

      


      
        	
                1.

              	
                Parts
                  inventory (Part number, quantity, ump code, subclass code. date
                  of birth,
                  standard cost, EOL indicator, past 12 months demand, extended
                  cost)

              


      

      
        	 	
                1.1.

              	
                Mechanicsburg
                  inventory

              


      

      
        	 	
                1.2.

              	
                Ozark
                  available inventory

              


      

      
        	
                2.

              	
                Panel
                  crate (Crate size, discount, quantity, extended
                  cost)

              


      

      
        	
                3.

              	
                Broken
                  products list (model, quantity, price, discount, extended
                  cost)

              


      

      
        	
                4.

              	
                Defective
                  product at PTS (Part number,
                  quantity)

              


      

      
        	
                5.

              	
                Open
                  orders for Buyers needs (purchase order number, Part number, quantity,
                  supplier, order date, expected receipt date, standard cost, purchase
                  order
                  price)

              


      

      
        	
                6.

              	
                Service
                  bill of material (“SBOM”) - (model number, serial number, location code,
                  Part number, description).

              


      

      
        	
                7.

              	
                Parts
                  substitution list (Part number, substitution Part number , hard/soft
                  sub
                  criteria)

              


      

      
        	
                8.

              	
                Part
                  suppliers (Part number, supplier funloc, supplier part
                  number)

              


      

      
        	
                9.

              	
                Supplier
                  contracts terms and conditions

              


      

      
        	
                10.

              	
                Supplier
                  warranty conditions

              


      

      
        	
                11.

              	
                Suggested
                  Parts price matrix and discount table, Buyer list and discount
                  code

              


      

      
        	
                12.

              	
                New
                  and defective Part return process

              


      

      
        	
                13.

              	
                Packaging
                  specifications

              


      

      
        	
                14.

              	
                Vance
                  Baldwin obligation for Part
                  shortage

              


      

      
        	
                15.

              	
                Reporting
                  formats

              


      

      
        	
                16.

              	
                KPI’s

              


      

      
        	
                17.

              	
                Monthly
                  BRM discussion topics

              


      

      
        	
                18.

              	
                Nondisclosure
                  Agreement

              


      

      


      22.
        TERMINATION

      Philips
        may terminate the contract in the event that Vance Baldwin breach of this
        agreement and such breach, if curable, has not been cured within 30 days
        of
        notice from Philips. Further, Philips may terminate this Agreement for
        convenience when its business strategy requires by providing Vance Baldwin
        with
        60 days written notice, provided, however, that Philips pay to Vance Baldwin
        an
        amount equal to (I) the remaining rent obligation under the warehouse lease
        Vance Baldwin entered into in connection with its obligations under this
        Agreement, and (ii) other costs such as utilities, taxes, maintenance for
        the
        duration of the warehouse lease, a 30 months lease commencing in July 2008
        with
        a maximum of $17,500 per remaining month.


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      In
        the
        event of termination as set forth above, Philips will purchase all remaining
        inventory from Vance Baldwin at its standard cost plus [*]*%
        during
        the first 60 days after the initial transfer of inventory and thereafter,
        standard cost plus [*]*%
        provided that Vance Baldwin packages parts properly to prevent damage during
        shipment and transfers all sales history and SBOMs. Philips will pay for
        transportation cost. The parties will mutual agree on an exit
        strategy.

      


      23.
        NONSOLICITATION

      For
        a
        period of twelve (12) months following the Effective Date, Vance Baldwin
        agrees
        to use its reasonable endeavors to insure that it and its parent and affiliates
        will not solicit the services of any Philips employees without Philips prior
        consent. Notwithstanding the foregoing, this Section 22 shall not prevent
        Vance
        Baldwin from (i) employing any person who contacts Vance Baldwin on his or
        her
        own initiative without solicitation by Vance Baldwin and (ii) making general
        searches for employees by use of advertisements or the media which are not
        directly targeted at the Philips employees and from employing any such persons
        as a result of such searches.

      


      IN
        WITNESS WHEREOF,
        the
        Parties have executed this Agreement by their duly authorized representatives
        on
        the dates set forth below:

      


       

      
        	Philips
                Consumer Lifestyle	 	Vance
                Baldwin, Inc.
	 	 	 	 	 
	
                By:

              	
                /s/
                  Adam Sherry by Erin Thomas

              	 	
                By:

              	
                /s/
                  Robert Coolidge

              
	
                Name:
                  Adam Sherry, 

              	 	
                Name:
                  Robert Coolidge,

              
	
                Title:
                  Vice President Consumer Care 

              	 	
                Title:
                  President

              
	 	 	 
	
                Philips
                  Consumer Lifestyle

              	 	
                Encompass
                  Group Affiliates, Inc.

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Toon Clerckx 

              	 	
                By:

              	
                /s/
                  Steven J. Miller

              
	
                Name:
                  Toon Clerckx

              	 	
                Name:
                  Steven J. Miller,

              
	
                Title:
                  Senior Vice President & CFO

              	 	
                Title:
                  Chief Operating Officer

              


      

       

      
        
          
            Initial
              Philips___ET___
              Initial
              Vance Baldwin___RC___

          

          
          

        

        
          10

          
            

          

        

        
          
          

          
          

        

      

       

      APPENDIX
        1

      


      Parts
        inventory (Part number, quantity, ump code, subclass code. date of birth,
        standard cost, EOL indicator, past 12 months demand, extended cost)

      


      
        	 	
                ·

              	
                Mechanicsburg
                  inventory

              


      

      


      
        	 	
                ·

              	
                Ozark
                  available inventory

              


      

      


      UMP
        10:
        EOL, No supply source

      UMP
        38:
        NLA


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        2

      


      Panel
        crate (Crate size, discount, quantity, extended cost)

      


      
        	 	
                •

              	
                Existing
                  crates sold at [*]*%
                  of cost: LCD/PDP crates

              


      

      
        	 	
                –

              	
                42”
                  crates = $[*]*
                  per piece

              


      

      
        	 	
                
                  –

                

              	
                50”
                  crates = $[*]*,-
                  per piece

              


      

      
        	 	
                
                  –

                

              	
                63”
                  crates = ${*}*,-
                  per piece

              


      

      


      


      
        	 	
                •

              	
                New
                  crates sold at [*]*%
                  of cost

              


      

      
        	 	
                
                  –

                

              	
                42”
                  carets = $[*]*,-
                  per piece

              


      

      
        	 	
                
                  –

                

              	
                50”
                  crates = $[*]*,-
                  per piece

              


      

      
        	 	
                
                  –

                

              	
                63”
                  crates = $[*]*,-
                  per piece

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        3

      


      Broken
        products list (model, quantity, price, discount, extended cost)

      


      
        	 	
                •

              	
                Scrap
                  product sales - qty*MLO*x%

              


      

      
        	 	
                
                  –

                

              	
                2k8
                  product range / current year: MLO*[*]*%

              


      

      
        	 	
                
                  –

                

              	
                2k7
                  product range / last year: MLO*[*]*%

              


      

      
        	 	
                
                  –

                

              	
                2k6
                  product range / 2 years old: MLO*[*]*%

              


      

      
        	 	
                
                  –

                

              	
                Etc...
                  with [*]*%
                  decrements

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        4

      


      Defective
        product at PTS (Part number, quantity)


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        5

      


      Open
        orders for Buyers needs (purchase order number, Part number, quantity, supplier,
        order date, expected receipt date, standard cost, purchase order
        price)


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        6

      


      Service
        bill of material (“SBOM”) – (model number, serial number, location code,
        Part number, description).


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        7

      


      Parts
        substitution list (Part number, substitution Part number , hard/soft sub
        criteria)


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        8

      


      Part
        suppliers (Part number, supplier funloc, supplier part number)


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        9

      


      Supplier
        contacts terms and conditions


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        10

      


      Supplier
        warranty conditions

       

      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        11

      


      Suggested
        Parts price matrix and discount table, Buyer list and discount code

      


      Suggested
        Parts sales price matrix     

      


      
        	
                [Cost
                  x]

              	 	 	
                Remotes

              	 	 	
                <100$ ASC price

              	 	 	
                >100$

              	 	 	
                Panels

              	 	 	
                Philips Price codes

              	 
	
                ASC
                  pricing

              	 	
                $

              	
                [*}*
                  flat
                  rate

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                L

              	 
	 	 	 	 	 	$	
                1 minimum price

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Discount
                  table

              
	
                [ASC
                  price x]

              	 	 	
                Remotes

              	 	 	
                <100$

              	 	 	
                >100$

              	 	 	
                Panels

              	 	 	
                Philips Price codes

              	 
	
                Master
                  distributor

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                I,
                  T

              	 
	
                Distributor

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                C,
                  K, M

              	 
	
                Non
                  auth ASC

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                B,
                  F

              	 
	
                List
                  price

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                X[*]*

              	 	 	
                A

              	 


      

       

      Buyers
        name – price code list:

       

      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        12

       

      New
        and
        defective Part return process

       

      PHILIPS

      

        
          	 	 	
                  New*
                    

                	 	
                  (Restock)
                    

                	 
                  	
                  Defective**
                    

                	  	
                  DUD***
                    

                
	
                  Consumer

                	 	
                  30
                    days 

                	 	
                  15

                	
                  %

                	
                  90
                    days 

                	 	
                  90
                    days 

                
	
                  ASC

                	 	
                  30
                    days

                  31
                    -90 days 

                	 	
                  0

                  15
                    

                	
                   

                  %

                	
                  90
                    days 

                	 	
                  90
                    days 

                
	
                  ASC
                    Select

                  +
                    Aaron’s

                	 	
                  60
                    days 

                  61
                    -90 days 

                  91
                    - 120 days 

                	 	
                  0

                  15

                   †

                	
                  %

                	
                  90
                    days 

                	 	
                  90
                    days 

                
	
                  Master

                  Distributor

                	 	
                  30
                    days 

                	 	
                  15

                	
                  %

                	
                  120
                    days 

                	 	
                  120
                    days 

                
	
                   

                	
                  National
                    Parts

                  Fidelitone
                    

                	 	
                  30
                    days 

                	 	
                  15
                    

                	
                  %

                	
                  120
                    days 

                	 	
                  120
                    days 

                
	
                  ASD

                	
                  Circuit
                    City

                  Rent-A-Center

                	
                    

                	
                  30
                    days

                  31
                    -90 days 

                	
                    

                	
                  0

                  15
                    

                	
                   

                  %

                	
                  90
                    days 

                	
                    

                	
                  90
                    days 

                


        

      

       

      
        
          	
                  *

                	
                  Only
                    new returns have restocking fees. Fees will be waived
                    if:

                
	 	
                   
                    1)

                	
                  Wrong
                    part was shipped

                
	 	
                   
                    2)

                	
                  Wrong
                    part was given by Tech Support

                
	
                  **

                	
                  All
                    defective returns must have a reorder

                
	
                  ***

                	
                  All
                    parts with a DUD value are shipped with a prepaid return
                    label

                
	
                  †

                	
                  Note:
                    Approval required

                


        

      

      
         

        
          
            	
                    CONFIDENTIAL

                  	
                    April
                      11, 2008

                  


          

        

        

          
            
              Initial
                Philips___ET___
                Initial
                Vance Baldwin___RC___

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

APPENDIX
          13

      

      


      Packaging
        specifications


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        14

      


      Vance
        Baldwin obligation for part shortages

      


      Vance
        Baldwin agrees to pay Philips a, percentage as set forth below, of the consumer
        exchange product value, based on Philips’ then current factory price (“MLO”), in
        case of (i) product exchanges due to Parts on backorder or (ii) Parts no
        longer
        available (“NLA”). The payment percentage is linked to the improvement results
        from the monthly business review meeting (“BRM”) and specified below. Payment
        will be initiated through Philips invoice.

      


      In
        case
        the repair is not cost effective due to unreasonable Parts sales pricing
        by
        Vance Baldwin, Philips will have opportunity to buy this Parts from Vance
        Baldwin at the current book value of Vance Baldwin.

      


      The
        percentage of the MLO Vance Baldwin will pay to Philips is:

      


      
        	 	
                a.

              	
                [*]*%
                  -
                  Vance Baldwin agrees to pay Philips [*]*%
                  of consumer product exchange value in case a Part is end of life
                  (“EOL”),
                  NLA or with no supply source at moment of transfer as highlighted
                  in
                  Appendix 1, or when Parts availability is outside of the control
                  of Vance
                  Baldwin like no EOL notice given by Philips, or supplier or parts
                  not made
                  available by supplier after proven multiple (4) escalations by
                  phone and
                  email to supplier and on time escalation to Philips of supplier
                  performance issues.

              


      

      


      
        	 	
                b.

              	
                [*]*%
                  -
                  The first 30 days after issues arise and presented in monthly BRM.
                  Vance
                  Baldwin is obligated to present a detailed analysis and a corrective
                  action plan in order to solve the products exchanges before the
                  end of the
                  month. If the issue is related to Philips, the issue will be taken
                  under
                  point a). 

              


      

      


      
        	 	
                c.

              	
                [*]*%
                  -
                  Days 31-60 after issue was raised and presented during BRM and
                  corrective
                  action did not resolve issue.

              


      

      


      
        	 	
                d.

              	
                [*]*%
                  -
                  Days 61-90 after issue was raised and presented during BRM and
                  corrective
                  action did not resolve issue.

              


      

      


      
        	 	
                e.

              	
                [*]*%
                  -
                  Days 91-120 after issue was raised and presented during BRM and
                  corrective
                  action did not resolve issue..

              


      

      


      
        	 	
                f.

              	
                [*]*%
                  -
                  Days 121 and onwards after issue was raised and presented during
                  BRM and
                  corrective action did not resolve
                  issue.

              


      


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        15

      


      Reporting
        formats

      


      a).
        Free of charge part receipts & sales

      Monthly

      

        
          	
                  Purch
                    Doc

                  Number

                	 	
                  Description

                	 	
                  Philips

                  P/N

                	 	
                  Vendor

                  Name

                	 	
                  Vendor

                  Material

                  Number

                	 	
                  Rec
                    Qty

                	 	
                  Delivery

                  date

                	 	
                  LSDB
                    price

                  (at
                    date of

                  receipt)

                	 	
                  PO
                    Ext

                  value

                	 	
                  Philips
                    invoice value

                  (50%
                    of PO Ext value)

                
	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 


        

      

       

      b).
        Consumer Product exchange

      Weekly

      

        
          	
                  Philips P/N

                	 	
                  Description

                	 	
                  Vendor Name

                	 	
                  Vendor

                  Material

                  Number

                	 	
                  Code (NLA,

                  EOL, NoSource)

                	 	
                  Standard

                  Cost

                	 	
                  On Hand

                  Qty

                	 	
                  Back Order

                  Pos

                	 	
                  Back order

                  pcs

                	 	
                  Extended

                  cost

                	 	
                  Date of Birth

                
	
                  List
                    at moment of transfer: NLA (no stock), EOL/No source - with stock
                    until stock is depleated.

                
	
                  310432842631

                	 	
                  CBA SERV
                    S

                	 	
                  Juarez

                	 	 	 	
                  EOL

                	 	
                  198.31

                	 	
                  1

                	 	
                  251

                	 	
                  469

                	 	
                  93007.39

                	 	
                  2005

                
	
                  List
                    updates by VB: EOL miss due to no Philips announcement

                
	 
	
                  List
                    updates VB: Temp issue list on supplier performance after
                    escalation

                
	
                  310432842631

                	
                    

                	
                  CBA SERV
                    S

                	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 


        


         c).
          Order book

      

      Open
        orders: Weekly

      

        
          	
                  Purch
                    Doc

                  Number

                	 	
                  Description

                	 	
                  Philips
                    P/N

                	 	
                  Vendor

                  Name

                	 	
                  Vendor

                  Material

                  Number

                	 	
                  PO Type

                	 	
                  Order Qty

                	 	
                  Rec Qty

                	 	
                  PO Qty

                  Open

                	 	
                  %
                    Complete

                	 	
                  Order
                    Date

                	 	
                  continue..

                
	
                  7801061717

                	 	
                  INVERTER

                	 	
                  99651000804

                	 	
                  LG
                    Philips 

                	 	
                  6632L-045

                	 	
                  NEW

                	 	
                  20

                	 	
                  0

                	 	
                  20

                	 	
                  0

                	% 	
                  2007-09-18

                	 	 
	 	 	 	 	 	 	 	 	 	 	
                  REP

                	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	
                  WAR

                	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          	
                  Ship
                    Date

                	 	
                  Delivery

                  Due
                    Date

                	 	
                  PO
                    value

                	 	
                  Est Stock

                  Avail Date

                	 	
                  Days
                    Past

                  Due

                	 	
                  B/O Pcs

                	 	
                  3-Month

                  demand

                    history  

                	 	
                  6-Month

                  demand

                    history  

                	 	
                  12-Month

                  demand

                     history   

                	 	
                  Date Of Birth

                	 	
                  Vendor

                  confirmated

                  delivery
                    date

                	 	
                  In
                    Transit

                  (Y/N)

                
	
                  2007-10-02

                	
                    

                	
                  2007-10-10

                	
                    

                	
                  $                  258.40

                	
                    

                	
                  0

                	
                    

                	
                  159

                	
                    

                	
                  0

                	
                    

                	
                  0

                	
                    

                	
                  0

                	
                    

                	
                  0

                	
                    

                	
                  2007-08-29

                	
                    

                	 	
                    

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


        

      

       

      NEW –
        New buy orders

      REP
–
        Repair orders with no warranty

      WAR
–
        Repair orders with warranty

      


      Closed
        orders: monthly

       

      
        
          	
                  Purch Doc

                  Number

                	 	
                  Description

                	 	
                  Philips P/N

                	 	
                  Vendor

                  Name

                	 	
                  Vendor Material

                  Number

                	 	
                  PO

                  Type

                	 	
                  Order

                  Qty

                	 	
                  Rec

                  Qty

                	 	
                  PO Qty

                  Open

                	 	
                  %

                  Complete

                	 	
                  Order

                  Date

                	 	
                  Receipt

                  Date

                
	 	 	 	 	 	 	 	 	 	 	
                  NEW

                	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	
                  REP

                	 	 	 	 	 	 	 	 	 	 	 	 
	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	
                  WAR

                	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 


        

      

       

      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      d).
        Supplier performance and past due orders

      Monthly

       

      
        
          	
                  On
                    Time Performance

                	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 
	
                  TARGET

                	 	 	
                  95%

                	
                   

                	 	
                  Oct
                    ’07

                	 	 	
                  Nov
                    ’07

                	 	 	
                  Dec
                    ’07

                	 	 	
                  Jan
                    ’08

                	 	 	
                  Feb
                    ’08

                	 	 	
                  Mar
                    ’08

                	 	 	
                  Etc..

                	 
	
                  LG
                    PHILIPS LCD CO LTD

                	 	 	 	 	 	
                  100

                	
                  %

                	 	
                  100

                	
                  %

                	 	
                  100

                	
                  %

                	 	
                  63

                	
                  %

                	 	
                  76

                	
                  %

                	 	
                  87

                	
                  %

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Past
                    Due Occurrences

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TARGET

                	 	 	
                  0

                	 	 	
                  Oct
                    ’07

                	 	 	
                  Nov
                    ’07

                	 	 	
                  Dec
                    ’07

                	 	 	
                  Jan
                    ’08

                	 	 	
                  Feb
                    ’08

                	 	 	
                  Mar
                    ’08

                	 	 	 	 
	
                  LG
                    PHILIPS LCD CO LTD

                	 	 	 	 	 	
                  0

                	 	 	
                  1

                	 	 	
                  8

                	 	 	
                  6

                	 	 	
                  4

                	 	 	
                  3

                	 	 	 	 


        


         

      

      e).
        Parts backorders

      Weekly

      

        
          	
                  Philips P/N

                	 	
                  Description

                	 	
                  Vendor

                  Name

                	 	
                  Vendor

                  Material

                  Number

                	 	
                  Standard

                  Cost

                	 	
                  On Hand

                  Qty

                	 	
                  Extended

                  cost

                	 	
                  Back

                  order POs

                  total

                	 	
                  Back order

                  POs

                  >30 days

                	 	
                  Back order

                  pcs

                  total

                	 	
                  Back

                  order pcs

                	 	
                  Date of

                  Birth

                
	
                  310432842631

                	
                    

                	
                  CBA SERVS

                	
                    

                	 	
                    

                	 	
                    

                	
                  198.31

                	
                    

                	
                  1

                	
                    

                	
                  93007.39

                	
                    

                	
                  251

                	
                    

                	
                  25

                	
                    

                	
                  469

                	
                    

                	
                  25

                	
                    

                	
                  2005

                


        

      

      
f).
        Parts supply performance to Buyers

      Weekly
        rolling month

       

      
        
          	
                  Supply performance

                	 	
                  Target

                	 	
                  Actual

                  0807

                	 	
                  Actual

                  0907

                	 	
                  Actual

                  1007

                	 	
                  Actual

                  1107

                	 	
                  Actual

                  1207

                	 	
                  Actual

                  0108

                	 	
                  Actual

                  0208

                	 	
                  Notes

                	 
	
                  Parts
                    Order Fill Percentage (within 1 day of receipt)

                	 	 	
                  89

                	
                  %

                	 	
                  91

                	
                  %

                	 	
                  90

                	
                  %

                	 	
                  89

                	% 	 	
                  87

                	
                  %

                	 	
                  88

                	
                  %

                	 	
                  87

                	
                  %

                	 	
                  89

                	
                  %

                	 	 	 
	
                  Parts
                    Order Fill Percentage (10 days after receipt)

                	 	 	
                  96

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  98

                	
                  %

                	 	
                  97

                	
                  %

                	 	
                  95

                	
                  %

                	 	
                  96

                	
                  %

                	 	
                  95

                	
                  %

                	 	
                  97

                	
                  %

                	 	 	 
	
                  Turnaround
                    Time Performance (Receipt of Order to Shipment within 1 business
                    day)

                	 	 	
                  99

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  99

                	
                  %

                	 	
                  100

                	
                  %

                	 	
                  100

                	
                  %

                	 	 	 


        

      

      
g).
        Inventory

      Weekly

      

        
          	
                  Philips P/N

                	 	
                  Description

                	 	
                  Vendor

                  Name

                	 	
                  Vendor

                  Material

                  Number

                	 	
                  On Hand

                  Qty

                	 	
                  LSDB

                  price

                	 	
                  Standard

                  Cost

                	 	
                  Base

                  price

                	 	
                  Date of

                  birth

                	 	
                  Ext

                  cost

                	 	
                  UMP code

                  (NLA, EOL,

                  no source)

                	 	
                  Substitution

                  part

                	 	
                  12 Months

                  demand:

                  Apr

                	 	
                  Mar

                	 	
                  Feb ... etc

                
	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 	
                    

                	 


        


        
          
            Initial
              Philips___ET___
              Initial
              Vance Baldwin___RC___

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

APPENDIX
        16

      


      KPI’s

    

    

      
        	
                KPI’s

              	 	
                Target

              	 	
                Month

              	 	
                 

              	 	
                 

              	 	
                Notes

              	 
	
                Delivery:
                  Parts Order Fill Percentage (within 1 day of receipt)

              	 	 	
                >=89

              	
                %

              	 	 	 	 	 	 	 	 	 	 	 	 
	
                Delivery:
                  Parts Order Fill Percentage (10 days after receipt)

              	 	 	
                >=96

              	
                %

              	 	 	 	 	 	 	 	 	 	 	 	 
	
                Performance
                  (Receipt of Order to Shipment within 1 business day)

              	 	 	
                >=99

              	
                %

              	 	 	 	 	 	 	 	 	 	 	 	 
	
                Inventory
                  risk: Back-orders total

              	 	 	
                <=2000
                  PCS

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Inventory
                  risk: Back-orders> 30 days

              	 	 	
                <=200
                  PCS

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Supply:
                  Order past dues

              	 	 	
                0

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Supply:
                  On time performance

              	 	 	
                >=95

              	
                %

              	 	 	 	 	 	 	 	 	 	 	 	 


      

    

     

    
      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        17

      


      Monthly
        BRM discussion topics

      


      KPI
        performance

      Improvement
        plan

      


      Inventory
        level

      Order
        book

      Supplier
        performance

      


      Free
        of
        charge Part receipts

      Discretionary
        account status

      Obsolescence
        accrual


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      APPENDIX
        18

      


      Nondisclosure
        Agreement


      
        
          Initial
            Philips___ET___
            Initial
            Vance Baldwin___RC___