Unassociated Document


    EXHIBIT
4.18


    CONTRACT
MANUFACTURING AGREEMENT

    


    This
Agreement (the “Agreement”) is made as of June
24, 2008 (the “Effective
Date”) between Voltaire Ltd. located at 9 Hamenofim St., Bldg. A
-Herzliya (hereafter referred to as “Voltaire”) and Zicon Ltd.
located 4 Galis St – Petah Tikva (hereafter referred to as “Zicon”).

    


    FACTS

    


    Zicon is
experienced in contract manufacturing and provides services for
Networking/Telecom OEM’s in Israel and worldwide.

    


    Zicon
meets the highest quality standards including ISO 9000 standards and other
standards as described herein and provides on a full turnkey basis a complete
range of manufacturing services supporting prototype development to volume
production.

    


    Voltaire
develops, produces and markets technologies and solutions in the InfiniBand
area.

    


    Voltaire  has
undertaken and may undertake further long –term commitments of supplying circuit
boards, subsystems, and complete systems to major OEM’s and others.

    


    The
parties desire to cooperate, where Zicon shall provide Voltaire on a
non-exclusive basis as a subcontractor a complete range of contract
manufacturing services starting from R&D and prototypes and moving into
volume production.

    


    NOW,
THEREFORE, for valuable consideration, including the mutual promises and
covenants set forth in this Agreement, the receipt and sufficiency of which is
hereby acknowledged by each Party, the Parties agree as set forth
below.


     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    The
following terms shall have the following respective meanings:

     

    
      	
              1.1

            	
              BOM shall mean the Bill of
      Materials approved by Voltaire for a given Product, which may be changed
      by Voltaire from time to time by written notice to Zicon. The BOM shall
      include a list of all components, mechanics, PCB, cables, connectors,
      modules, sub-assemblies, and other items that are assembled in the
      Product, with their corresponding list of Voltaire’s approved vendors'
      list (the "AVL"),
      which may be changed by Voltaire from time to time by written notice to
      Zicon, their corresponding part numbers, and their reference
      designators.

            


    

     

    
      	
              1.2

            	
              BOM Cost shall mean the BOM cost of
      purchasing the Materials in quoted volumes as approved by Voltaire from
      suppliers listed in the AVL including Materials supplied by and purchased
      from Voltaire, as shall be determined by Voltaire. The BOM Cost shall
      include only the price list for purchasing the Materials, and shall
      include any indirect purchasing cost, including but not limited to any
      shipping cost (that are part of the agreed handling mark-up (except for
      unusual shipping cost  of new PCB’s or Mechanical parts). The
      BOM Cost will be reviewed on a quarterly
basis.

            


    

     

    
      	
              1.3

            	
              Confidential Information
      shall mean all information that is provided by either Party to the
      other in connection with this Agreement, in written, oral or any other
      form, including all information that was required to be kept confidential
      under the NDA previously signed by the Parties.  Confidential
      Information shall also include the Manufacturing Data, the Specifications,
      the Procedures, the Rolling Forecast, the BOM, the BOM Cost, the Product
      Purchase Orders, and the Material Purchase Orders, the Final Testing
      Results, failure reports, the Product Production Files and any information
      related to this Agreement that is managed by Zicon’s enterprise resource
      planning (ERP) system.

            


    

     

    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    Confidential
Information shall not include information that:

     

    
      	
               
      

            	
              a.

            	
              Is
      or becomes generally known or available by publication (other than non
      authorized publication by the Receiving Party or on its behalf),
      commercial use or description in an issued or published U.S. or non-U.S.
      patent or application or otherwise through no breach of this Agreement by
      the Receiving Party;

            


    

    
      	
               
      

            	
              b.

            	
              Has
      become known and has been reduced to tangible form by the Receiving Party
      prior to the time of disclosure and is not subject to
      restriction;

            


    

    
      	
               
      

            	
              c.

            	
              Is
      lawfully obtained from a third party who has the right to make such
      disclosure; or

            


    

    
      	
               
      

            	
              d.

            	
              Is
      authorized for specific disclosure by the Disclosing Party in writing and
      for the purpose of such authorized disclosure
  only.

            


    

    
      
        	 	 
	
                1.4

              	
                Contract Manufacturing Services
      shall mean a complete set of manufacturing services to be provided
      by Zicon to Voltaire under this Agreement for the manufacturing of a given
      Product on a full turn key basis according to Voltaire Product Production
      Files. Contract Manufacturing Services shall support Voltaire from R&D
      and prototype phase, through pre-production phase, to
      volume production phase.

              


      

    

    Contract
Manufacturing Services shall include, among others:

    
      
        	 	 	 
	
                 
      

              	
                a.

              	
                Updating
      and maintenance of Product & Production Files in accordance with
      Voltaire's instructions as set forth
herein.

              


      

    

    
      	
               
      

            	
              b.

            	
              Component
      engineering, supply chain and logistics management, material requirements
      planning, inventory management and
purchasing.

            


    

    
      	
               
      

            	
              c.

            	
              Inspection,
      production control, assembly, and manufacturing of Product
      Units.

            


    

    
      	
               
      

            	
              d.

            	
              Quality
      assurance as shall be instructed by Voltaire from time to time, including
      JTAG, ICT, AOI and final testing
(ATE).

            


    

    
      	
               
      

            	
              e.

            	
              Configuration
      support, product change, upgrade and repair, reports as requested by
      Voltaire, computing and information system update and
    access.

            


    

    
      	
               
      

            	
              f.

            	
              Product packaging and
      shipping.

            


    

    


    
      	
              1.5

            	
              Day(s) shall mean
      calendar day(s).

            


    

     

    
      	
              1.6

            	
              Defective Product Unit(s)
      shall mean any purchased Product Unit
  that:

            


    

     

    
      
        
          	
                	
                  a.

                	
                  Fails
      to meet any part of the Specifications and/or Procedures for any reason,
      unless conforms to a change ordered by Voltaire,

                
	 	
                  b.

                	
                  Is
      defective in its
appearance,

                


        

      

    

    
      
        	
              	
                c.

              	
                Fails
      to meet any of Zicon's warranties in Section 9
  herein.

              


      

    

    


    
      	
              1.7

            	
              Epidemic Failure means
      the occurrence of the same manufacturing failure of the Product to meet
      the Specifications in at least 10% of Product Units of all affected batch
      or batches.

            


    

     

    
      	
              1.8

            	
              Materials shall mean all
      the materials incorporated in a given Product as specified and approved by
      Voltaire in the relevant BOM and/or Specifications. The Materials shall
      include components, mechanics, PCB, cables, connectors, modules,
      assemblies, and other items.

            


    

     

    
      	
              1.9

            	
              Material Purchase Order
      shall mean the purchase order issued by Zicon for purchasing the
      Materials under this Agreement.

            


    

     

    
      	
              1.10

            	
              Nonstandard Item shall
      mean any specific Material included in a given Product to be defined by
      Voltaire, from time to time, as a Nonstandard Item. Nonstandard Items may
      include, among others, single source vendor/supplier items, high-cost
      items, long-lead-time items, customized items, or others. Examples for
      Nonstandard Items are: FPGA components, ASIC components, customized
      VCXO’s, Power Supply, enclosures,
etc.

            


    

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    
      	
              1.11

            	
              Party shall mean either
      of Voltaire or Zicon, as the context indicates; and “Parties” shall mean
      both of Voltaire and Zicon.

            


    

     

    
      	
              1.12

            	
              Procedures shall mean
      the procedures specified by Voltaire for manufacturing and testing the
      Product Units of a given Product at the development phase, the
      pre-production phase, and production phase.  The procedures may
      be standard (IPC 610 II or other) and as added in Exhibit D and/or
      nonstandard (as may be required by Voltaire’s customers) and Voltaire may
      modify or change the Procedures by written notice to Zicon, effective as
      of the date of such notice, at any time and for any given Product. The
      Procedures may include assembly procedures, quality assurance and control
      procedures, ECR (Engineering changes request), ECO ( Engineering changes
      order), and final testing
procedures.

            


    

     

    
      	
              1.13

            	
              Product(s) shall mean
      any of Voltaire’s products to be non-exclusively manufactured under this
      Agreement as solely determined by Voltaire from time to time. A Product
      may be a board, a sub-system, a complete system, or other all as
      determined by Voltaire.  A Product may be a development phase
      prototype, a pre-production phase product, and/or a volume production
      product, all as determined by
Voltaire.

            


    

     

    
      	
              1.14

            	
              Product Delivery Date
      shall mean the date for delivering the Product Unit(s) as specified
      by Voltaire in the Product Purchase
Order.

            


    

     

    
      	
              1.15

            	
              Product Purchase Order
      shall mean the purchase order
      issued by Voltaire for the manufacturing, testing and the delivery of
      Product Unit(s).

            


    

     

    
      	
              1.16

            	
              Product Production Files
      for a given Product shall mean all
      information of any nature, including all information that has been
      generated and/or updated by Zicon under this Agreement, that may be
      reasonably useful in the development, manufacture and the testing of the
      Product in accordance with the Procedures along with clear instructions
      for manufacturing and testing the Product sufficient to permit the
      successfully manufacture and test the Product. Product Files shall also
      include the AVL, all hardware and mechanical designs including the Product
      and any related custom mechanics or electronics used for the manufacturing
      and the testing of the Product, the Specifications, the BOM, the
      Procedures, all testing files, configuration management, Engineering
      Change Requests, Engineering Change Orders, and manufacturing and
      engineering notes related to the Product manufacturing and testing,
      failure reports, statistics, etc.

            


    

     

    
      	
              1.17

            	
              Product Unit Price shall
      mean the unit price specified in the Product Purchase Order to be paid by
      Voltaire to Zicon for a given Product Unit that has been successfully
      manufactured, complies with the Procedures and the Specifications, and has
      been delivered by Zicon and accepted by Voltaire to Voltaire’s Dock. The
      Product Unit Price includes shipping cost for delivery to Voltaire's Dock
      but excludes additional shipping cost for delivery at places other than
      Voltaire’s Dock.

            


    

     

    
      	
              1.18

            	
              Product Unit(s) shall
      mean units of the Product(s). Product Units shall also include all related
      prototypes, development phase samples, and pre-production
      units.

            


    

     

    
      	
              1.19

            	
              Product Purchase Order Date
      shall mean the date of issuing a Product Purchase Order by
      Voltaire.

            


    

     

    
      	
              1.20

            	
              Specifications shall
      mean the specification for each Product as determined by Voltaire,
      including detailed testing requirements and set-ups, as may be changed
      from time to time by Voltaire.

            


    

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    
      	
              1.21

            	
              Standard Item shall mean
      any Material included in a given Product according to the Specifications
      (for example a component) excluding the Nonstandard Items defined by
      Voltaire for the Product.

            


    

     

    
      	
              1.22

            	
              Voltaire’s Dock shall
      mean a location or a set of locations in Israel as shall be determined
      from time to time by Voltaire.

            


    

     

    
      	
              2.

            	
              CONTRACT MANUFACTURING
      SERVICES

            


    

     

    
      	
              2.1

            	
              Zicon
      shall provide Voltaire the Contract Manufacturing Services for any
      Product, as determined by Voltaire from time to time. Zicon
      shall not subcontract the Contract Manufacturing Services or any part
      thereof to any third party without Voltaire's prior consent in
      writing.

            


    

     

    
      	
              2.2

            	
              Zicon
      shall assign a Customer Support Manager that shall be responsible of
      managing Voltaire’s Contract Manufacturing Services and shall be the
      contact person for Voltaire.

            


    

     

    
      	
              2.3

            	
              During
      the terms of this Agreement, Zicon shall allow Voltaire representatives
      and employees to work on Zicon’s manufacturing site for self conducting
      some final testing for the Products and/or for any other purpose related
      to the Contract Manufacturing Services as to be determined by Voltaire.
      Zicon shall allocate exclusively to Voltaire a reasonable space and other
      agreed upon resources that are useful in the manufacturing of the
      Products. Voltaire shall be entitled to reject Products as a result of
      such tests or to ask that changes will be made to any production process
      (through proper ECO).

            


    

     

    
      	
              2.4

            	
              Zicon’s
      sole compensation for al its undertaking and services provided under this
      Agreement shall be incorporated in the Purchase Order Price. Zicon shall
      not be entitled to any other compensation, and Voltaire has no obligation
      to any compensation except for the payments for delivered Product Units or
      any other services as agreed by the parties and covered by a PO of
      Voltaire .

            


    

     

    
      	
              2.5

            	
              Zicon
      shall assign to the manufacture of each Product personnel in such number
      and skills adequate to meet its obligations hereunder. Such personnel
      shall be adequately trained and qualified for the job, including regarding
      the use of all applicable manufacturing and test equipment (including the
      Equipment) in accordance with the Specifications and Procedures and all
      relevant industry standards.

            


    

     

    
      	
              3.

            	
              PRODUCT UNIT(S)
      PURCHASE ORDER(S)

            


    

     

    
      	
              3.1

            	
              Zicon
      shall supply Voltaire Product Units that conform to the Specifications,
      the Procedures, and to all other requirements of this
      Agreement.

            


    

     

    
      	
              3.2

            	
              The
      Product Units to be supplied under this Agreement shall be ordered by
      Product Purchase Orders to be issued by Voltaire from time to time at its
      sole and absolute discretion.

            


    

     

    
      	
              3.3

            	
              From
      time to time, Voltaire shall issue to Zicon Product Purchase
      Orders.

            


    

     

    
      	
              3.4

            	
              Zicon
      shall acknowledge receipt and confirm acceptance of Product Purchase
      Orders, or object to Product Purchase Orders (only to the extent that such
      Product Purchase orders contradict with this Agreement) within three (3)
      working Days of receiving such a Product Purchase Order . All other terms
      of the Product Purchase Order, including the Product Delivery Date, , and
      the Unit Price should be confirmed within seven working (7)
      days.

            


    

     

    
      	
              3.5

            	
              The
      Product Purchase Orders issued by Voltaire may contain, among others, the
      following information:

            


    

     

    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    
      	
              
              

            	
              (a) 

            	
              Complete
      list of the Products covered by the Product Purchase
  Order;

            


    

    
      	
              
              

            	
              (b) 

            	
              Model
      number;

            


    

    
      	
              
              

            	
              (c) 

            	
              Quantities;

            


    

    
      	
               
      

            	
              (d)

            	
              Delivery
      Date; The delivery date should be no longer than the longest LT of the
      components of applicable product plus 4 weeks. Zicon shall reduce the lead
      time where feasible;

            


    

    
      	
               

            	
              (e) 

            	
              Products'
      Unit Price;

            


    

    
      	
              
              

            	
              (f) 

            	
              All
      other information and instructions deemed necessary by
      Voltaire.

            


    

    


    
      	
              3.6

            	
              Upon
      notice to Zicon, Voltaire may increase or decrease quantities, alter
      deliveries or cancel any Purchase Order or any part thereof, by giving
      Zicon written notice, within the limitations listed in Table
      A.

            


    

     

    
      	
              3.7

            	
              Voltaire
      reserves the option to cancel any Purchase Order or part thereof which
      incurs a delivery delay of twenty (20) days or more from the delivery date
      confirmed by Zicon, , without being subjected to any penalty or liability
      for the unshipped balance, and without derogating from any of its other
      rights. In calculating any delivery delay the Parties shall not take into
      account delays caused solely by Voltaire, including ECOs and/of Force
      Major.

            


    

     

    Table A : Product Purchase
Order Rescheduling and Changes

     

    
      
        
          
            
              	
                      Number of Days prior

                      to originally scheduled

                      Delivery Date

                    	 	
                      Permissible Rescheduling and Volume Changes for Product

                      Purchase Orders

                    
	 
      	 	 
      
	
                      0 –
      14 Days

                    	 	
                      No
      cancellations are allowed. Quantities may be increased without limitation,
      however delivery for increased quantities must be agreed by Zicon who
      shall make best efforts to supply.Products Purchase Orders maybe deferred
      for any reason for a period of 30 days. Re-scheduling can be done only
      once.

                    
	 
      	 	 
      
	
                      15
      – 60

                    	 	
                      Quantities
      may be increased without limitation. Delivery for increased quantities
      must be agreed by Zicon who shall make best efforts to
supply.

                       

                      No
      limitation for cancellations, deferral or re-scheduling. In this case
      Zicon will have the rights to require compensation for items which
      purchase orders could not be cancelled or postponed. In addition ,Voltaire
      will compensate Zicon as follows: The relative part WIP that was done
      until such cancellation (as can be evidenced by written
      documentation).  No compensation will be paid for any WIP which
      may be used by Zicon for any other activity.

                    
	 
      	 	 
      
	
                      More
      than 61 Days

                    	 	
                      Quantities
      may be increased without limitation.

                       

                      No
      limitation for cancellation, deferral or re-scheduling (excluding with
      respect to NCNR (non cancellable non returnable items) LLI (long lead-time
      items) and items with cancellation window above 55 days, which were
      confirmed by Voltaire - in which case Voltaire will only compensate Zicon
      for the relative part WIP that was done until cancellation (as can be
      evidenced by written
documentation)).

                    


            

          

        

      

    

     

    
      	
            	
              a)

            	
              Zicon
      shall exercise its best efforts to meet any accelerated deliveries and
      increase of quantities.

            


    

     

    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    
      	
            	
              b)

            	
              Zicon
      shall allocate production capacity for Voltaire based upon the aggregate
      volume of Product Units to be produced each month according to the issued
      Product Purchase Orders and the rescheduling and volume changes as
      described in Table
      A.

            


    

     

    
      	
            	
              c)

            	
              Zicon
      shall honor production volume increase or other changes all as described
      in Table
      A.

            


    

     

    
      	
            	
              d)

            	
              Zicon
      shall also honor any Product mix as requested by Voltaire..Additional
      charges that Zicon may incur as a result of changes requested by Voltaire
      will be presented to Voltaire and covered by Product Purchase
      Orders.

            


    

     

    
      	
              4.

            	
              MATERIALS, SUPPLIERS
      and VENDORS

            


    

     

    
      	
              4.1

            	
              Zicon
      shall use only Materials as specified by the relevant BOM for the
      manufacture of each Product.

            


    

     

    
      	
              4.2

            	
              Zicon
      shall not use any used, refurbished nor reconditioned
      Materials.

            


    

     

    
      	
              4.3

            	
              Zicon
      shall use only Materials that are manufactured by suppliers listed in the
      AVL at the agreed BOM Cost.

            


    

     

    
      	
              4.4

            	
              In
      cases where Zicon purchases any Materials directly from foreign approved
      suppliers listed in the AVL that have a local agent in Israel, the
      purchasing shall be such that the local agent shall be also involved,
      unless otherwise directed by Voltaire; all subject to the BOM
      Cost.

            


    

     

    
      	
              4.5

            	
              Zicon
      shall purchase all the Materials from suppliers under the terms of
      corresponding supply agreements, which shall be approved by Voltaire and
      shall include sufficient back-to-back provisions in order to allow Zicon
      to meet its undertaking hereunder (including with respect to last-buy of
      Materials, lead times, quantities of production,
  etc.).

            


    

     

    
      	
              4.6

            	
              The
      supply agreements shall be such that all suppliers’ obligations with
      respect to Zicon shall be also with respect to Voltaire. Zicon shall
      receive no other benefit from the suppliers, either directly or
      indirectly, either affecting the BOM Cost or not, except for the actual
      purchasing of the Materials for the
Products.

            


    

     

    
      	
              4.7

            	
              Zicon
      shall use for the manufacturing and testing of the Products only
      subcontractors that are listed in the AVL. All obligations of such
      subcontractors shall be also with respect to
  Voltaire.

            


    

     

    
      	
              4.8

            	
              Zicon
      may recommend Voltaire to consider the use of alternative Material items,
      but shall not use any such Material item before Voltaire’s written
      approval.

            


    

     

    
      	
              4.9

            	
              Zicon
      shall inform Voltaire in writing regarding any relevant information it has
      received in connection with the Materials including especially phase out
      announcements, obsolescence, quality issues, and any other information
      which may be useful to Voltaire and/or has any impact on the manufacturing
      and the functionality of the Products promptly upon receiving any such
      information. Without derogating any of Zicon’s obligations with respect to
      the manufacturing and the delivery of the Product Units in accordance to
      the Product Purchase Orders, Zicon shall do its best effort to include in
      its agreements with the Material suppliers a last buy option that shall
      allow Zicon to order and purchase large volumes before supplier’s
      discontinuing or phase out in order to meet its obligations
      hereunder.

            


    

     

    
      	
              4.10

            	
              Zicon
      shall not issue purchase orders for Materials on an NCNR (non
      cancellable-non returnable) basis, LLI (long lead-time) items and items
      with cancellation window above 55 days without Voltaire’s prior written
      approval.

            


    

     

    
      	
              4.11

            	
              Voltaire
      has the right to fully audit Zicon’s Material Purchase Orders and prices
      related to Voltaire’s Products.

            


    

     

    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    
      	
              4.12

            	
              Zicon
      shall provide the documents relevant to sub-section (k) above and prices
      to Voltaire on a regular basis or within seven (7) Days of receiving a
      Voltaire specific request.

            


    

     

    
      	
              5.

            	
              MATERIAL ORDER
      METHODOLOGY

            


    

     

    
      	
              5.1

            	
              Without
      derogating any of Zicon’s obligations with respect to the manufacturing
      and the delivery of the Product Units in accordance to the Product
      Purchase Orders, Zicon shall purchase all Materials for any Product
      following the order methodology specified in this
    Agreement.

            


    

     

    
      	
              5.2

            	
              The
      volume of the Materials to be purchased shall be determined by Voltaire
      Purchase Orders.

            


    

     

    
      	
              5.3

            	
              Zicon
      shall be responsible for the storage and management of all maintained
      inventories and shall maintain all customary quality standards, including
      in accordance with the Specifications and
  Procedures.

            


    

     

    Material  Order
Methodology – Table B

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Material 

                                        Purchase 

                                        Order

                                        Time prior

                                        to Delivery

                                        Date 

                                      	 	
                                        Standard

                                        Items

                                      	 	
                                        PCB

                                      	 	
                                        Metal

                                        Items

                                      	 	
                                        PCB Assembly

                                        (Labor)

                                      	 	
                                        Top assembly

                                        & Final

                                        Integration

                                        (Labor)

                                      
	
                                        1 month

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      
	
                                        2 months

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        Order
      100% (Issued Product Purchase Orders)

                                      	 	
                                        NA

                                      	 	
                                        NA

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
               

            	
              a)

            	
              The
      purchase by Zicon of all Standard Items for all Products shall be
      according to the material order methodology as specified in Table
      B, unless otherwise directed by Voltaire. Table B specifies volumes
      and times for Material orders.

            


    

     

    
      	
               

            	
              b)

            	
              The
      purchase of all Nonstandard Items shall be as specified by Voltaire for
      each Nonstandard Item.

            


    

     

    
      	
               

            	
              c)

            	
              For
      any Product, including but not limited development phase prototypes,
      Voltaire has the right to determine the Material order volumes/times, and
      to make any change in the Material order volumes/times with respect to the
      material order methodology of Table
      B.

            


    

     

    
      	
               

            	
              d)

            	
              Voltaire
      will pay for dead materials (i.e. which are no longer used in Voltaire’s
      BOM due to ECO or EOL), as communicated by Voltaire from time to
      time.

            


    

     

    
      	
              6.

            	
              BOM COST and PRODUCT
      UNIT PRICE

            


    

     

    
      	
              6.1

            	
              Zicon
      shall purchase the Materials inventory at the BOM Cost of Voltaire’s
      approved volumes.

            


    

     

    
      	
              6.2

            	
              The
      BOM Cost may be revised by Voltaire on a quarterly
  basis.

            


    

     

    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    
      	
              6.3

            	
              Voltaire
      may change the BOM Cost with respect to specified
  volumes.

            


    

     

    
      	
              6.4

            	
              The
      Product Unit Price to be paid by Voltaire to Zicon shall be set up
      according to Exhibits
      A and B.

            


    

     

    
      	
              6.5

            	
              For
      NPI (New Product Introduction) - the Product Unit Price for Product Units
      prototypes during the development phase (the number of Products Units as
      shall be determined by Voltaire for each Product) will be set up according
      to Exhibit
      B.

            


    

     

    
      
        	
                6.6

              	
                Mellanox
      items supplied by Voltaire to Zicon, will be subject to a * %
      handling mark up.

              


      

    

     

    When
transfer cost will be zero (o), the handling mark up will be * %.

    


    
      	
              7.

            	
              PAYMENTS, PACKAGING,
      and SHIPPING

            


    

     

    
      	
              7.1

            	
              Zicon
      shall ship the Product Units as specified in the Product Purchase Order
      and according to Voltaire instructions within the state of
      Israel.

            


    

     

    
      	
              7.2

            	
              Zicon
      shall report to Voltaire about Product Units ready for shipping listing
      part numbers and serial numbers.

            


    

     

    
      	
              7.3

            	
              If
      Zicon cannot deliver the Product Units on schedule, then Zicon shall as
      soon as it becomes aware of the delay, inform Voltaire thereof in writing
      stating the reason for the delay, and propose a new delivery date which
      Voltaire may accept or reject and cancel the Product Purchase Order or any
      part thereof. A shipment delay of less than fifteen (15) days shall not be
      deemed a breach of this Agreement if Zicon employed best efforts to avoid
      such a delay.

            


    

     

    
      	
              7.4

            	
              Zicon
      shall pack the Product Units according to the Specifications, including
      but not limited to logo marking, bar code marking, labeling of any type,
      and the use of custom packaging.

            


    

     

    
      	
              7.5

            	
              Zicon
      shall invoices to Voltaire only after the delivery of the Products
      Units.

            


    

     

    
      	
              7.6

            	
              Voltaire
      shall pay Zicon within * from invoice
    date.

            


    

     

    
      	
              7.7

            	
              In
      all cases where the terms in Voltaire’s Product Purchase Orders and
      Zicon’s invoices are in conflict or are inconsistent with the terms in
      this Agreement the terms of this Agreement will
  prevail.

            


    

     

    
      	
              7.8

            	
              Voltaire
      will accept only Product Units that meet the Specifications and have been
      manufactured and delivered according to the Procedures as specified in the
      Product Purchase Orders and BOMs.

            


    

     

    
      	
              7.9

            	
              Invoice
      payments by Voltaire for any given Product Units does not imply acceptance
      by Voltaire, and Voltaire shall be fully credited for payments done for
      Product Units that were not accepted. Zicon will have 5 working days for
      repair/replace the D.O.A items.

            


    

     

    
      	
              7.10

            	
              Without
      derogating from any of Voltaire’s rights and any of Zicon’s obligations
      under the terms of this Agreement, Voltaire has the right (but not the
      obligation) to perform, prior to any shipment or following receipt,
      acceptance or Out of Box tests of the Products at Zicon’s premises or
      otherwise, in accordance with Voltaire's internal testing procedures, in
      order to make sure that the Products meet the Specifications and all other
      requirements under this Agreement.

            


    

     

    
      	
              7.11

            	
              Zicon
      assumes all risks of loss and liabilities arising from the storage,
      handling and shipment of Products Units until such time as such Products
      Units are delivered to Voltaire's Dock on a daily basis. For the sake of
      clarity, shipment of Products Units to Voltaire’s Dock at Zicon premises,
      with packing list by Zicon and signed by Voltaire’s personnel, shall
      constitute a shipment to Voltaire. It is also agreed the Zicon shall bear
      the shipment costs of the Product Units to Voltaire’s Doc in the central
      are of Israel.

            


    

    

      
        

      

    

    
      
        	
                *

              	
                Omitted
      pursuant to a confidential treatment request. The confidential portion has
      been filed separately with the
SEC.

              


      

    


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    
      	
              7.12

            	
              Voltaire
      will assist Zicon in the testing and debugging of products for which ATE
      is not available. Zicon will not be responsible or liable for Products
      that cannot be debugged by
Voltaire.

            


    

     

    
      	
              8.

            	
              WARRANTY

            


    

     

    
      	
              8.1

            	
              Zicon
      warrants that (i) all Product Units of any type, that are manufactured by
      Zicon, will comply to the Specifications and to the Procedures and will be
      free from defects in Materials, workmanship, and in appearance for a
      period of twelve (12) months from the date of acceptance thereof by
      Voltaire. For any components and materials in the Product Units which are
      manufactured or provided by third parties under BOM, Zicon will provide
      the warranty on a back-to-back
basis.

            


    

     

    
      	
              8.2

            	
              Without
      any derogation of Voltaire rights, Zicon shall repair or replace (at the
      discretion of Voltaire) free of charge (including inland freight) any
      Defective Product Unit for a period of one
      (1) year from the time the Product Unit is received by
      Voltaire.

            


    

     

    
      	
              8.3

            	
              Warranty
      of a repaired or a replaced Product Unit will be six
      (6) months or the balance of the original 1 year warranty from
      receipt of the repaired or a replaced Product Unit by Voltaire, the longer
      among them. Zicon shall repair or replace free of charge any reinstalled
      Product Unit that is under
warranty.

            


    

     

    
      	
              8.4

            	
              Voltaire
      shall give notice to Zicon of discovering a Defective Product Unit and
      request a Returned Materials Authorization (“RMA”) number from
      Zicon.

            


    

     

    
      	
              8.5

            	
              Zicon
      will repair or replace defective product (RMA) within (14-20) Days from
      the time the defective product arrives at Zicon, except if necessary
      information or devices (supplied by Voltaire) for the RMA are not provided
      by Voltaire - in which case repair or replacement will be made when the
      information is provided.

            


    

     

    
      	
              8.6

            	
              This
      warranty shall not apply to Product Units
that:

            


    

     

    (i) Have
been subjected to abuse, accident, and negligence in use or storage by Voltaire
or its customers.

     

    (ii) Have
been altered or modified by any person other than Zicon or a Zicon’s
representative.

     

    (iii) Are
defective due to Voltaire’s design, engineering or outcome of the Production
File or Bill of Material supplied by Voltaire.

     

    
      	
              8.7

            	
              In
      addition to the warranties specified above, Zicon warrants all Product
      Units against Epidemic Failure for a period of two years after acceptance
      of that Product by Voltaire, according to the following: If at any time
      during the term of this Agreement, an Epidemic Failure
      occurs,  or significant number of Product Units that complied
      with all the Specifications and the Procedures at the time of delivery,
      reflect a common failure to meet any part of the Specifications that
      has  appeared after the time of delivery, Zicon shall:
      (a)  promptly provide a root cause analysis of the problem with
      the assistance of Voltaire; (b) provide Voltaire within 5 business day
      with a corrective action plan to repair or replace the failing Product
      Units as well as all other Product Units, such plan to be coordinated with
      Voltaire. Zicon shall be responsible for execution of the plan approved by
      Voltaire for the repair or replacement of the failing Product Units; (c)
      Zicon shall implement the corrective action plan; (d) after the corrective
      plan action is fully implemented, the parties will determine whether the
      root cause falls within the design of the Products Units or not. If yes,
      then Voltaire will bear the costs of the corrective action plan. In all
      other cases, then Zicon shall bear the costs of the corrective action
      plan. All the associated costs for quick repair shall be borne by Zicon.
      In the event of dispute with regard to the root cause of the Epidemic
      Failure, the parties will submit the question to an agreed upon technical
      arbitrator.

            


    


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

    


    
      
        	
                8.8

              	
                EXCEPT
      AS SET FORTH IN THIS AGREEMENT AND AS MAY BE SPECIFICALLY EXPRESSED
      ELSEWHERE IN WRITING BY ZICON, ZICON MAKES NO WARRANTY WITH RESPECT TO THE
      PRODUCT UNITS MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE.

              
	 	 


      

    

    
      
        	
                8.9

              	
                Notwithstanding
      any termination of this Agreement, Zicon shall honor all Product Purchase
      Orders received prior to the termination as well as all other Purchase
      Orders that have been accepted by Zicon in writing.

              
	 	 


      

    

    
      
        	
                8.10

              	
                Zicon shall also repair, and/or
      modify, and/or replace upon Voltaire’s sole direction any Product Unit for
      which this warranty doesn’t apply. The foregoing shall be governed by the
      RMA agreement.

              
	 	 


      

    

    
      	
              8.11

            	
              Zicon
      will develop and keep current a formal Disaster Plan that details Zicon’s
      strategies for response to and recovery from a broad spectrum of potential
      physical or financial disasters that could disrupt operations and timely
      delivery of Product or Services required pursuant to this
      Agreement.

            


    

     

    
      	
              9.

            	
              ENGINEERING
      CHANGES

            


    

     

    
      	
              9.1

            	
              Engineering
      Changes Proposed by Zicon

            


    

    (a)     Zicon
may propose to Voltaire engineering changes for a given Product.

     

    (b)     In
such case, Zicon shall supply Voltaire a written description of the expected
effect of the changes Product Unit Price, and Product delivery
date.

     

    (c)     Voltaire
may disapprove the proposed changes or approve them, at its sole and absolute
discretion, by issuing a confirmed Engineering Change Order.

     

    (d)     Zicon
will not make any change in the Products before the ECO approval by
Voltaire.

     

    
      	
              9.2

            	
              Enggineering
      Changes Requested by Voltaire

            


    

    (a)     Voltaire
may request Zicon, by issuing an Engineering Change Order (an "ECO"), a change in the
Product.

     

    (b)     Such
an ECO shall include a description of the proposed change sufficient to permit
Zicon to evaluate its impact on the BOM Cost, Product Unit Price, and Product
delivery date.

     

    (c)     Zicon
shall advise Voltaire of the impact of incorporating the requested Engineering
Change Order within a maximum of two to three working days from the time the
order is received in reasonable detail so to enable Voltaire to asses such
evaluation (not including estimated costs for new items which are not available
with Zicon; Voltaire will provide prices for A items).

     

    (d)     Zicon's
evaluation in accordance with sub-section (g) above shall be evaluated by
Voltaire, and upon Voltaire's agreement to such evaluation, the Engineering
Change Order requested by Voltaire shall be incorporated immediately upon
receiving Voltaire written confirmation to execute the change.

     

    (e)     Voltaire
will be allowed to implement 10 ECO at * for each quarter. Additional ECO’s
within a given quarter will be charged at * $/each ECO.  Material that
turns into dead stock as a result of an ECO will be charged at cost + * %.
Workmanship cost caused by the implementation of an ECO on WIP will be covered
by Voltaire.

    

      
        


    

    
      
        	
                *

              	
                Omitted
      pursuant to a confidential treatment request. The confidential portion has
      been filed separately with the
SEC.

              


      

    

     

      
        
           


        

        
          - 10
-

          
            

          

        

        
           


        

      

    

    


    
      	
              10.

            	
              QUALITY
      CONTROL

            


    

     

    
      	
              10.1

            	
              Zicon
      warrants that Voltaire’s Product Units will be manufactured with the
      highest quality using strict quality control procedures. Further more,
      Zicon commits to meet the Specifications, all of Voltaire’s quality
      control standards and Procedures, as shall be transmitted to Zicon by
      Voltaire from time to time.

            


    

     

    
      	
              10.2

            	
              Zicon
      shall present, upon request, to Voltaire’s authorized representative,
      proof of the execution of the Procedures including quality control data on
      defect rates, types of failures
etc.

            


    

     

    
      	
              10.3

            	
              Voltaire
      will have the right to perform on site quality control inspection and
      testing of manufactured Product
Units.

            


    

     

    
      	
              10.4

            	
              The
      inspection and testing by Voltaire (if performed) doesn’t derogate from
      any of Zicon obligations under this
Agreement.

            


    

     

    
      	
              10.5

            	
              If,
      during the course of Voltaire inspection, faults, deficiencies or
      discrepancies with the Product Production Files, the Specifications and/or
      the Procedures, are found Zicon should repair them within five (5) working
      days and provide corrective action to prevent this from happening
      again.

            


    

     

    
      	
              10.6

            	
              Within
      7 days following the end of each calendar quarter during the term of this
      Agreement and upon Voltaire reasonable demand at any other time, Zicon
      shall provide to Voltaire a written report containing such information as
      shall be reasonably required by Voltaire (e.g. the number of Products
      manufactured during such calendar quarter, the yield, status of inventory
      maintained, information regarding quality control, problems and setbacks,
      etc.). Zicon will use best efforts to increase the yield rate for each
      Product.

            


    

     

    
      	
              10.7

            	
              Upon
      reasonable notice to Zicon, Voltaire shall have the right to make an
      examination and audit, during normal business hours, of records and
      accounts as may contain information relating to the fulfillment by Zicon
      of its obligations under this Agreement and/or to access the site at which
      Zicon is manufacturing the Products, for inspecting and examining the
      manufacturing process.

            


    

     

    
      	
              11.

            	
              ZICON
      QUALIFICATION

            


    

     

    
      	
              11.1

            	
              Zicon
      shall manufacture or have manufactured the Products at all times in
      facilities that are ISO 9002 certified. Zicon represents that it works
      according to IPC, and that Zicon personnel in production involved with
      Voltaire projects will be IPC-610/ II certified, and to any additional
      industry quality standard to assure the highest level of quality of
      Products produced.

            


    

     

    
      	
              11.2

            	
              Zicon
      shall fully participate in any Voltaire’ review process for qualification,
      all as directed by Voltaire.

            


    

     

    
      	
              11.3

            	
              The
      criteria and requirements for qualification (including standards) shall be
      set up by Voltaire, and may be modified by Voltaire during the terms of
      this Agreement, all as directed by
Voltaire.

            


    

     

    
      	
              11.4

            	
              Zicon
      warrants that, where indicated by Voltaire in the applicable Product
      Production File, it will comply with Rohs directive as designated in the
      Product Production File. Zicon represents and warrants that it has the
      expertise, knowledge and experience to perform its services under this
      Agreement in accordance with said
directives.

            


    

      

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              OWNERSHIP and PRODUCT
      PRODUCTION FILES

            


    

     

    
      	
              12.1

            	
              Voltaire
      is the sole owner of all the Production Files and the Products and all
      rights of any nature related to the Products, including without
      limitations, the Procedures, the Specifications, the BOM, the Product
      Production Files, designs, software, reports, drawing, intellectual
      properties, any accompanying documentation, any improvements to any of the
      foregoing, and in any other materials, hardware, software or equipment
      which may be developed by Zicon in connection with this Agreement, and any
      intellectual property rights which is or shall be disclosed to Zicon or
      anyone on its behalf by Voltaire or made by Zicon and/or any of its
      employees, consultants or any acting on its behalf in connection with this
      Agreement is and shall be the sole and exclusive property of Voltaire. In
      the event that Zicon is considered to be the owner of any intellectual
      property rights generated in connection with this Agreement, under any
      law, Zicon shall immediately assign such rights back to
      Voltaire.

            


    

     

    
      	
              12.2

            	
              Zicon
      hereby represents and warrants that no third party intellectual property
      rights are required to be used in the performance of the Contract
      Manufacturing Services, unless Zicon has secured the rights to use such
      rights in the fulfillment of its undertakings
  herein.

            


    

     

    
      	
              13.

            	
              TERM and
      TERMINATION

            


    

     

    
      	
              13.1

            	
              The
      initial terms of this Agreement shall be for one year, commencing on the
      Effective Date and shall be automatically renewed from year to year
      thereafter each for one year term, unless earlier terminated by the
      parties as follows:

            


    

     

    (a)     By
either party upon written notice to the other party received not less than three
(3) months.

     

    (b)     By
either Party at any time upon the occurrence of any one or more of the following
events of default:

     

    (i)  Failure
of the other party to perform any significant payment obligation or covenant and
to cure such failure within thirty (30) days of receipt of written notice from
the non-defaulting party of each failure;

     

    (ii) Failure
of the other party to perform any performance obligation of covenant and to cure
such failure within thirty (30) days after receipt of written notice from the
non-defaulting part of such failure;

     

    (iii) The
seeking of an order for relief under the bankruptcy laws of the Israel or
similar laws of any other jurisdiction, a composition with or assignment for the
benefit of creditors, or the dissolution or liquidation of the other party;
provided that such proceedings are not cancelled within 60 days from their
commencement.

     

    
      	
              13.2

            	
              In
      an event that Voltaire wishes to terminate this agreement Voltaire’s
      termination liability shall be limited to the
  following:

            


    

     

    (a)     Payment
for all Product Units delivered to Voltaire and in transit, plus finished
Product Units in Inventory prior to date of termination. Notwithstanding the
above, Zicon shall be entitled for such payments only for fully operational and
tested Product Units that were manufactured for issued Product Purchase Orders
and which are not Defective Product Units.

     

    (b)     Payment
for all “work-in process” (WIP) units which were in process prior to receipt of
notice of cancellation and that could not be completed within the date of
termination all as evidenced by written documentation.


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    (c)     Voltaire
may request Zicon to complete and deliver all Product Units included in
work-in-process. Notwithstanding the above, Zicon shall  be entitled
for such payments only for Product Units that were manufactured for issued
Product Purchase Orders all as set up in Paragraph 3.

     

    (d)     Payment
for the in house and on order Materials plus mark up according to Exhibit A and B  as may be
amended from time to time upon mutual consent of both parties, which have been
ordered in accordance with this Agreement and cannot be canceled and no
alternate application or usage could be found.

     

    (e)     Payment
of an amount for any restocking charges,” bill-backs” and cancellation charges
received by Zicon from suppliers for Materials ordered (and approved by
Voltaire). Supportive documentation shall be presented.

     

    (f)      All
not used inventory (where no alternative can be found) due to MOQ ( Minimum
order quantity )/MPQ ( Minimum package quantity ) ECO's  ( Engineering
change order ) and stock purchased according to Table B.

     

    
      	
              13.2

            	
              Zicon
      shall use its best efforts to minimize cancellation charges including by
      returning inventory for credit, to
      cancel  Materials  on order,  to find
      alternative applications and to minimize  all work-in-process
      and finished Product Units to support the final production
      schedule.

            


    

     

    
      	
              13.3

            	
              Upon
      payment of the charges outlined above, all Product Units, work-in-process,
      and Materials in house, in transit, or on order shall be delivered to, and
      become the property of Voltaire.

            


    

     

    
      	
              13.4

            	
              Zicon
      shall allow Voltaire, during the period of three (3) months before and
      three (3) months after termination of this agreement to order whatever
      quantity of Product Units and Materials Voltaire chooses, as long as all
      aspects of the Product Purchase Order conform to the requirements of this
      Agreement.

            


    

     

    
      	
              13.5

            	
              Upon
      termination of this Agreement Zicon shall transfer to Voltaire the updated
      Product Production Files that are in its possession as well any documents
      delivered to Zicon during the course of the Agreement and any paid for
      Products Units and Materials.

            


    

     

    
      	
              13.6

            	
              Zicon
      shall honor all Purchase Orders received prior to termination as well as
      all other Purchase Orders that have been accepted by
  Zicon.

            


    

     

    
      	
              13.7

            	
              Zicon’s
      termination liability shall also include payments to all suppliers,
      subcontractors, etc. for all the Materials/workmanship, etc. in
      transit/progress and/or
delivered/finished.

            


    

     

    
      	
              14.

            	
              INDEMNIFICATION

            


    

     

    
      	
              14.1

            	
              Zicon
      shall indemnify and hold Voltaire harmless against any and all
      liabilities, costs and expenses, including reasonable attorneys fees,
      based, connected or arising in any way on (i) any material breach of
      Zicon’s representations and warranties contained in sections 8 and 11) or
      (ii) any claim of direct damage of any kind, including to property of any
      kind,  or injuries to persons related  directly or
      indirectly to the  Product Units, Materials, Product
      workmanship, the manner in which Zicon manufactures the Products and/or
      undertakes the Contract Manufacturing Services, including but not limited
      to failures of  the Product Units to comply with the
      Specifications and/or the Procedures, and any negligence of Zicon in its
      performance or obligations under this Agreement. The total indemnification
      under this Section 14.1 shall be limited to an amount of $1,000,000 or the
      amounts paid by Voltaire to Zicon for the specific product which is the
      subject matter of the claim during the period of 6 months immediately
      preceding such claim (whichever is
higher).

            


    

     

    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    
      	
              14.2

            	
              Zicon
      shall indemnify and hold Voltaire harmless against any and all
      liabilities, costs and expenses, including reasonable attorneys fees,
      based, connected or arising in any way on any claim that any action or
      omission of Zicon hereunder, including the manner in which Zicon
      manufactures the Products and/or undertake its Contract Manufacturing
      Services infringes any copyright, including patents, trademarks, trade
      secrets or other intellectual property right of any person other than
      Voltaire.

            


    

     

    
      	
              14.3

            	
              Zicon
      shall issue and maintain during the term of this Agreement an insurance
      policy covering all of its liabilities, costs, and expenses, according to
      the insurance requirements detailed in exhibit. Zicon shall present
      Voltaire this policy within 90 days of the Effective Date. The coverage
      under the insurance policy will be in addition to the indemnification
      obligation under sections 14.1 and
14.2.

            


    

     

    
      	
              14.4

            	
              Voltaire
      shall indemnify and hold Zicon  harmless against any and all
      liabilities, costs and expenses, including reasonable attorneys fees
      (unless Voltaire chose to handle the defense), based, connected or arising
      in any way on any claim of Products design infringes any copyright,
      including  patents, trademark, trade secret or other
      intellectual property right of any person other than Zicon, provided that
      Zicon shall inform Voltaire immediately after it is aware of any claim or
      potential claim and allow Voltaire to handle the defense or compromise,
      and that Zicon shall reasonably assist Voltaire in any such
      proceedings,  but Voltaire shall not be obligated under this
      indemnification obligation to the extent any such infringement actually
      arises  from(i) any modification of a Product not authorized by
      Voltaire; or (ii) a combination or use of any Product with any software,
      product or device if such infringement would not have arisen but for such
      use or combination; or (iii) any actions or omissions by Zicon not in
      accordance with the Specifications and Procedures. The total
      indemnification obligations of Voltaire shall be limited to an amount of
      $1,000,000 or the amounts paid by Voltaire to Zicon for the specific
      product which is the subject matter of the claim during the period of 6
      months immediately preceding such claim (whichever is
    higher).

            


    

     

    
      	
              14.5

            	
              Each
      Party shall, promptly upon becoming aware of any claim that may give rise
      to indemnification hereunder, notify the other Party and make itself
      available for a conference with the other Party for purposes of assisting
      the other Party with the evaluation and ultimate disposition of any such
      matter.

            


    

     

    
      	
              14.6

            	
              Voltaire
      shall have the right to engage counsel to manage the defense or compromise
      in any claim in which Voltaire is a defendant, and Voltaire shall be
      responsible for the expenses of its counsel. Zicon shall inform Voltaire
      immediately after it is aware of any such claim or potential claim and
      reasonably assist Voltaire in any such
  proceedings.

            


    

     

    
      	
              14.7

            	
              NO
      PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL
      OR INCIDENTAL DAMAGES CAUSED FOR BREACH OF CONTRACT, TORT, NEGLIGENCE,
      STRICT LIABILITY OR OTHERWISE.

            


    

     

    
      	
              15.

            	
              CONFIDENTIALITY and
      LOYALTY

            


    

     

    
      	
              15.1

            	
              During
      the term of this Agreement, Zicon will receive, generate, or hold in its
      possession Confidential Information of Voltaire. Zicon shall use the
      Confidential Information solely for the purposes of this Agreement and no
      other.

            


    

     

    
      	
              15.2

            	
              Zicon  shall
      use the standard of care that it applies to its own information similar in
      nature to the Confidential Information but no less than a commercially
      reasonable standard of care, to avoid disclosure or inappropriate use of
      the Voltaire’s Confidential Information, and to maintain the Confidential
      Information in confidence, including, where necessary, obtaining written
      confidentiality agreements with persons, such as employees, consultants
      and subcontractors, having access to such information, and avoidance of
      any transmission of Voltaire’s Confidential Information on the public
      internet or any publicly accessible electronic network or data
      source.  Zicon’s obligation to maintain information in
      confidence shall survive the termination of this
  Agreement.

            


    

     

    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    
      	
              15.3

            	
              If
      Zicon becomes aware of any breach of this Article or the fact that
      Voltaire’s Confidential Information has come into possession of an
      unauthorized person, Zicon becoming so aware shall promptly provide
      Voltaire with all information it has regarding such breach or improper
      possession.

            


    

     

    
      	
              15.4

            	
              Zicon
      shall not allow any other individual or entity to, use, copy, disclose,
      exploit, transfer or otherwise breach the confidentiality of Voltaire’s
      Confidential Information for any purpose except as specifically authorized
      by this Agreement.  Notwithstanding the prior sentence, Zicon
      may disclose Confidential Information to any substantially wholly owned
      subsidiary as long as Zicon has a valid business reason for such
      disclosure and the receiving entity agrees to be bound by the terms of
      this Agreement with respect to protecting such Confidential
      Information.

            


    

     

    
      	
              15.5

            	
              If
      so required pursuant to a governmental or judicial order and if it has
      given Voltaire immediate notice of the order, Zicon may, no earlier than
      the third day prior to the deadline permitted to provide information in
      response to the order and subject to no revocation or countering order
      having been issued, release Confidential Information only to the extent
      specifically provided for in the
order.

            


    

     

    
      	
              15.6

            	
              The
      existence of this Agreement shall not be disclosed by either
      party  to any other parties without a prior written permission
      of the other party. In particular, Zicon shall not communicate that the
      Parties are embarking on the co-operation in which Zicon provides contract
      manufacturing services to Voltaire.

            


    

     

    
      	
              15.7

            	
              The
      parties shall  refrain from all acts that could damage the good
      name, business, or reputation of the other party. Zicon guarantees to
      protect and guard against all damage to equipment, facilities, Product
      Production Files, and any other article that is in it possession according
      to this agreement.

            


    

     

    
      	
              15.8

            	
              Zicon
      shall  not  receive any work from and/or for any
      competitor of Voltaire or a  business unit, or division therein
      that is engaged with the development and manufacturing of InfiniBand
      Products which competes with Voltaire products as provided from time to
      time by Voltaire (“Competitor”) without getting Voltaire’s written
      approval, and shall take special measures to prevent any discloser of
      Confidential Information  and any of
      Zicon’s  undertakings under this
  Agreement.

            


    

     

    
      	
              15.9

            	
              Voltaire
      and Zicon commit not to engage employee one from
  another.

            


    

     

    
      	
              15.10

            	
              The
      terms of this Section 15 shall continue to be valid and in effect
      throughout the term of this Agreement and shall survive its termination or
      expiration for any reason whatsoever for a period of seven years
      thereafter.

            


    

     

    
      	
              16.

            	
              VOLTAIRE TESTING
      EQUIPMENT (ATE)

            


    

     

    
      	
              16.1

            	
              Zicon
      shall use Voltaire’s test equipment for testing the Products in accordance
      with Voltaire’s requirements (the "Equipment").

            


    

     

    
      	
              16.2

            	
              Voltaire
      shall train Zicon’s employees how to undertake the testing and use the
      Equipment. Technical support for the Equipment will be provided by
      Voltaire.

            


    

     

    
      	
              16.3

            	
              Zicon
      shall maintain the Equipment in reasonable condition (subject to
      reasonable wear and tear) and to be operative and
      shall use it exclusively for the purposes of this
    Agreement.

            


    

     

    
      	
              16.4

            	
              The
      Equipment shall be kept separate from other materials or tools and shall
      be clearly recorded and identified as the property of
      Voltaire.

            


    

     

    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    
      	
              16.5

            	
              Voltaire
      shall include the Equipment in its insurance policy, it being understood
      that the foregoing shall not derogate from Zicon’s duty of care for the
      Equipment.

            


    

     

    
      	
              16.6

            	
              In
      case of any damage to the Equipment while in the possession of Zicon, not
      due to its regular use, Zicon shall compensate
  Voltaire.

            


    

     

    
      	
              16.7

            	
              Upon
      the termination of this Agreement for any reason, Zicon will return the
      Equipment to Voltaire.

            


    

     

    
      	
              17.

            	
              MISCELLANEOUS

            


    

     

    
      	
              17.1

            	
              Entire
      Agreement. This Agreement and the Exhibits attached shall constitute the
      entire Agreement between the Parties with respect to the transactions
      contemplated hereby and supersedes all prior agreements and understandings
      between the Parties relating to such
  transactions.

            


    

     

    
      	
              17.2

            	
              Order
      of Precedence.Voltaire and Zicon shall comply with all terms and
      conditions stated in the Agreement.. In the event of inconsistency with
      respect to Product Purchase Order(s), the order of precedence shall be as
      follows: (a) This Agreement; (b) Voltaire’s Purchase
    Order(s).

            


    

     

    
      	
              17.3

            	
              Exhibits.
      The Exhibits listed below are considered to be part this
      Agreement:

            


    

     

    Exhibit
A: Production
Pricing and Costing Mechanism for each Product

    Exhibit
B: NPI Pricing
and Costing Mechanism for each Product

    Exhibit C
: Insurance requirements

    Exhibit
D: Engineering & Quality

     

    
      	
              17.4

            	
              No
      modification, termination, extension, renewal or waiver of any provisions
      of this Agreement shall be binding upon either party unless made in
      writing and signed by an authorized officer of each of the
      parties.

            


    

     

    
      	
              17.5

            	
              Severability.
      In case any one or more of the provisions contained in this Agreement
      shall for any reason be held to be invalid, illegal or unenforceable in
      any respect, except in those instances where removal or elimination of
      such invalid, illegal, or unenforceable provision or provisions would
      result in a failure of consideration under this Agreement, such
      invalidity, illegality or unenforceability shall not affect any other
      provision hereof, and this Agreement shall be construed as if such
      invalid, illegal or unenforceable provision had never been contained
      herein.

            


    

     

    
      	
              17.6

            	
              Descriptive
      Headings. The descriptive headings of the Sections and items of this
      Agreement are inserted for convenience only shall not control of affect
      the meaning or construction of any of the provisions
    herein.

            


    

     

    
      	
              17.7

            	
              Assignment.
      This Agreement shall be binding upon and inure to the benefit of the
      parties and their respective successors and permitted
      assignees.  Neither party hereto shall in any way sell,
      transfer, assign. or otherwise dispose of any of the rights, privileges,
      duties and obligations granted or imposed upon it under this Agreement
      without the prior written consent of the other Party, provided that
      Voltaire is entitled to assign this Agreement to a purchaser of its assets
      or shares, a successor or surviving company in a merger transaction,
      etc.

            


    

     

    
      	
              17.8

            	
              This
      Agreement will be governed by and construed in accordance with the laws of
      the state of Israel.

            


    

     

    
      	
              17.9

            	
              Each
      Party represents that the performance of its undertakings hereunder shall
      not create a breach of any other agreement to which it is a party or of
      any law or regulation.

            


    

     

    
      	
              17.10

            	
              Each
      Party shall comply with all applicable local and foreign laws, rules,
      regulations and orders in connection with its activities under the
      Agreement including, without limitation, regulations applicable to
      manufacture, sale, and export, labor and environmental laws. Each Party
      shall obtain all necessary license, permits and government approvals with
      respect to its activities
hereunder.

            


    

     

    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.

    


    
      
        
          
            
              
                
                  	
                          ZICON LTD.

                        	
                          VOLTAIRE
      LTD.

                        
	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          /s/
      Israel Cohen

                        	 
      	
                          By:

                        	
                          /s/
      Koby Segal

                        	 
      
	
                          Title:

                        	
                          V.P.
      Marketing

                        	 
      	
                          Title:

                        	
                          C.O.O.
      & G.M. Israel

                        	 
      
	
                          Date:

                        	
                          24/6/08

                        	 
      	
                          Date:

                        	
                          24
      June 2008

                        	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    

     

    Exhibit A – Production Pricing and Costing
Mechanism for each Product


    


    The
Product Unit Price specified in the Product Purchase Order shall be calculated
for a given BOM Cost as follows:

    


    
      	
               
      

            	
              1.

            	
              Handling
      mark-up –

            


    

    
      	
               
      

            	
              1.1.

            	
              Documentation,
      Logistics, Purchasing, Importing, Shipping, Quality Control, Raw Material
      and Finished Goods warehouses – * % of the BOM
  Cost.

            


    

    


    
      	
               
      

            	
              2.

            	
              Profit
      –  * % of the BOM Cost.

            


    

    


    
      	
               
      

            	
              3.

            	
              Fixed
      Burden – Warranty, Insurance and finance:  * % of the BOM
      Cost.

            


    

    


    
      	
               
      

            	
              4.

            	
              Rejects
      – * % of the standard component
cost.

            


    

    


    
      	
               
      

            	
              5.

            	
              Labor cost –
      Shall be determined according to labor types and associated costs defined
      in Table
      C The labor timing for each Product shall be determined after the
      successful completion of the preproduction
  phase.

            


    

    


    
      	
               
      

            	
              6.

            	
              Only
      labor costs presented in Table
      C shall be considered in the determination of the Product Unit
      Price. The labor time used for any Product Purchase Order, issued before
      the successful completion of the pre-production phase, shall be in
      accordance with Table
      D.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      labor cost rates shall be reduced such that * with similar type of
      workmanship.

            


    

    


    Production Pricing – Table
C

    


    
      
        
          
            
              
                	
                        Labor Type

                      	 	
                        Maximum Labor Cost 

                      
	
                        Assembly SMT

                      	 	
                        $
      * per SMT component

                      
	
                        Assembly TH

                      	 	
                        $
      * per TH component

                      
	
                        ICT tests

                      	 	
                        $
      * per hour

                      
	
                        JTAG tests

                      	 	
                        $
      * per labor hour

                      
	
                        Flying Probe tests

                      	 	
                        $
      * per labor hour

                      
	
                        Mechanical Assembly

                      	 	
                        $
      * per labor hour

                      
	
                        Programming Cost

                      	 	
                        $
      * per labor hour

                      
	
                        Final Tests

                      	 	
                        $
      * per labor hour

                      
	
                        QA and Packaging

                      	 	
                        $
      * per labor hour

                      
	 
      	 	 
      
	
                        Handling Mark-up (*) (**)

                      	 	
                        * %

                      


              

            

          

        

      

    

    


    (*) In
cases where Voltaire sells or supplies Materials to Zicon, there will be * %
handling mark up.

     

    (**)
Zicon shall sell to Voltaire raw available component inventory, on as needed
basis, at the purchased price plus * %.

     

    Exhibit B – NPI
Production Pricing and Costing Mechanism for each Product

    

      
        


    

    
      
        	
                *

              	
                Omitted
      pursuant to a confidential treatment request. The confidential portion has
      been filed separately with the
SEC.

              


      

    


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    

     

    NPI  Pricing –
Table D

    


    
      
        
          
            
              
                	
                        Labor Type

                      	 	
                        Maximum Labor Cost 

                      
	
                        Assembly SMT

                      	 	
                        $
      * per SMT component

                      
	
                        Assembly TH

                      	 	
                        $
      *  per TH component

                      
	
                        ICT tests

                      	 	
                        $
      * per hour

                      
	
                        JTAG tests

                      	 	
                        $
      * per labor hour

                      
	
                        Flying Probe tests

                      	 	
                        $
      * per labor hour

                      
	
                        Mechanical Assembly

                      	 	
                        $
      * per labor hour

                      
	
                        Programming Cost

                      	 	
                        $
      * per labor hour

                      
	
                        Final Tests

                      	 	
                        $
      * per labor hour

                      
	
                        QA and Packaging

                      	 	
                        $
      * per labor hour

                      
	 
      	 	 
      
	
                        Handling Mark-up (*) (**)

                      	 	
                        * %

                      


              

            

          

        

      

    

     

    Exhibit C :
Insurance

     

    
      
        
          

        

        
          	
                  *

                	
                  Omitted
      pursuant to a confidential treatment request. The confidential portion has
      been filed separately with the SEC.

                


        

         

      

    

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    Appendix D –Engineering
& Quality


    


    ENGINEERING/Quality
(To Follow)

     

    
      
        
           


        

        
          - 20
-