EXHIBIT 10.12

          Distributorship Agreement with Jademar Corporation

                           DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement ("Agreement") is hereby entered into
Between K-TRONIK INT'L CORPORATION, having a place of business at 290 Vincent
Avenue, 3rd Floor, Hackensack, New Jersey 07601 (hereinafter called "K-TRONIK")
and JADEMAR CORPORATION, having a place of business at Gran Park, 10125 N.W.
116th Way, Suite 10, Miami, Florida 33178 (hereinafter called "JADEMAR"),

The parties agree as follows:

1.  Appointment.   K-TRONIK hereby appoints JADEMAR as its exclusive
    sales distributor for the K-TRONIK products specified in Exhibit A
   (hereinafter the "Territories").  K-TRONIK also authorizes JADEMAR to act
    as its non-exclusive distributor of Products in all other areas of the
    world, except for those restricted territories set forth in Exhibit C.

2.  Duties and Status.   JADEMAR agrees to act diligently to sell and
    promote the sale of the Products in the Territories.  JADEMAR is an
    independent contractor and shall have no power, right or authority to and
    agrees not to, commit, obligate or bind K-TRONIK in any manner whatsoever.
    During the term of this Agreement, JADEMAR shall not directly (or
    indirectly through another party), purchase, import, export, sell,
    distribute or otherwise deal in products competitive with or similar to the
    Products in the Territories; provided, however, that in the event that K-
    Tronik is unable to provide Product for any reason by required delivery
    dates, JADEMAR will be permitted to source substitutes for such Products
    through another manufacturer.  The parties agree that the period from
    JADEMAR's current primary supplier of electronic ballasts,which transition
    period is anticipated to last for approximately three (3) months.

3.  Prices, Terms and Sales Policy.   K-TRONIK will, from time to time,
    advise JADEMAR of its current prices for the Products or changes to
    its Terms or Sales Policies applicable to JADEMAR and will then invoice
    JADEMAR at the prices set therein and/or implement the aforementioned
    changes.  Provided, however, that any increases in pricing shall be
    implemented on not less ninety (90) days advance written notice to JADEMAR
    and shall not apply to any binding purchase orders committed to by JADEMAR
    based upon previous purchase prices, terms 	and conditions in effect prior
    to the effective date of such notice.  JADEMAR shall notify K-TRONIK by the
    15th day of each month, the total quantity and style of Products committed
    to by JADEMAR in the previous month. K-TRONIK hereby represents and
    warrants that any or all terms and conditions, including, but
    not limited to, the price and payment terms set forth herein, are
    not less favorable than those terms and conditions applicable to any
    third party purchasing the same or similar Products upon the same or
    similar delivery conditions as those provided to JADEMAR hereunder.
    Should K-TRONIK improve the terms and conditions  applicable to the
    aforesaid third party to ones more favourable than those available
    to JADEMAR under this Agreement, K-TRONIK will, upon the request of
    JADEMAR or voluntarily, reduce JADEMAR'S original terms and conditions
    to such more favorable terms and conditions correspondingly.

     After the Effective Date of this Agreement, K-TRONIK agrees to
provide to JADEMAR a consignment inventory of K-TRONIK electronic ballast in
an amount not less than $150,000.  Such consignment inventory shall be
subject to invoicing and payment only upon resale by JADEMAR and in accordance
with the terms and conditions of a standard consignment agreement to be
entered into by the parties.  Those items will include a requirement that
JADEMAR pay for consignment goods within sixty (60) days after shipment.  In
addition, if the consignment inventory has an average annual turn of less than
three (3), JADEMAR and K-TRONIK will work together to reduce consignment
levels to a point where the average annual consignment inventory turn is
three (3) or better.  K-TRONIK shall be named as an additional insured on
JADEMAR's insurance for the warehouse with respect to such consigned goods
within JADEMAR's control.

4.  Sales Quotas.   This Agreement is being entered into based upon
    good faith sales estimates provided by JADEMAR.  JADEMAR's sales
    quota for the first full contract year shall be $750,000 of K-TRONIK
    Product; for the second contract year, $1,500,000 ; and for the third
    contract year,  $2,000,000.  For purposes of the foregoing, contract years
    shall be considered calendar years beginning with calendar year 2000.  For
    reference purposes only, for the calendar year 1999, JADEMAR's sales goal
    will be $150,000.  During any renewal term, JADEMAR and K-TRONIK shall
    jointly develop a sales quota for each year of the renewal term.  The sales
    quota for each such year shall take into consideration prior sales
    volumes, existing market conditions and reasonable sales growth targets
   (e.g. 5% to 15% per year).

5.  Term of Agreement and Termination.   The initial term of this
    Agreement shall be for three (3) years and three (3) months commencing on
    October 1, 1999. Thereafter, this Agreement shall automatically renew for
    successive three (3) Year terms.  During the initial or any renewal term,
    this Agreement may only be terminated by either party for cause.  Cause for
    termination of this Agreement shall include (i) either party's failure to
    comply with the material terms hereof; (ii) any representation, guarantee
    or warranty made by the other party in this Agreement proving to have been
    incorrect or false in any material respect when made; (iii) if the other
    party ceases to function as a going concern or conduct its operations in
    the ordinary course of business, or becomes insolvent, files or has
    filed against it a petition in bankruptcy or reorganization; or
    (iv) JADEMAR fails to meet its sales quotas for the prior two contract
    years.  In the event that either party wishes to terminate this Agreement
    for cause, that party must give the other party written notice of the
    alleged cause for termination and a forty-five (45) day period to cure the
    alleged default; provided, however, that if the alleged default is cured
    within that forty-five (45) day period, this Agreement shall
    not terminate and the notice of termination shall be of no further
    force and effect.  Unless as otherwise expressly set forth in this
    Agreement, any expiration or termination of this Agreement shall be without
    prejudice to any claim for any 	antecedent breach and to the right of the
    aggrieved party to recover damage, loss, compensation and all sums payable
    hereunder.

    Notwithstanding any expiration or termination of this Agreement,
    any rights as well as obligations, duties and liabilities hereunder which
    contemplate post termination commitments by either party shall survive and
    continue in effect after any expiration or termination of this Agreement
    and shall bind the parties concerned, their legal representatives,
    successors, heirs and/or assigns.

6.  Obligations Upon Termination.  Termination shall not affect the financial
    obligations of the parties arising prior to the termination.

    Furthermore, upon termination, JADEMAR shall discontinue the sale of
    K-TRONIK Products except for any Products that are then in JADEMAR's
    Inventory.  If goods are on consignment to JADEMAR on the date of
    termination they will either be returned to K-TRONIK or invoiced on the
    termination date to JADEMAR as if shipped on that date.

    K-TRONIK shall not be liable for orders submitted by JADEMAR after the
    effective date of termination, unless K-TRONIK agrees in writing to
    accept such orders.

    In addition, each of the parties will continue to be bound by the
    confidentiality Obligations set forth in this Agreement with respect to any
    confidential information of the other party shared with the other party
    prior to the date of termination.

7.  Confidential Information.  A.   JADEMAR agrees (a) that al
    technical or other data furnished by K-TRONIK shall remain K-TRONIK's
    property, (b) to hold such information confidential, except in those cases
    where such information is already in the public domain through no fault of
    JADEMAR, (c) not to use such information to K-TRONIK's detriment, (d) to
    return all copies, excerpts or memoranda of or containing such information
    to K-TRONIK upon demand, and (e) not to retain copies of memoranda of such
    information after it has been requested to surrender such information.  All
    price lists, customer information, and other material furnished by K-TRONIK
    shall remain K-TRONIK's property and are subject to return on demand.

B.  K-TRONIK agrees (a) that all technical, market, customer or
    other data furnished by JADEMAR shall remain JADEMAR's
    property, (b) to hold such information confidential, except in
    those cases where such information is already in the public
    domain through no fault of the K-TRONIK, (c) not to use such
    information to JADEMAR's detriment, (d) to return all copies,
    excerpts or memoranda of or containing such information to
    JADEMAR upon demand, and (e) not to retain copies of memoranda
    of such information after it has been requested to surrender
    such information.  All price lists and other material furnished
    by JADEMAR shall remain JADEMAR's property and are subject to
    return on demand.

8.  Warranty

    8.1  End User Warranty.   K-TRONIK warrants to JADEMAR that
    it's Products will be free from defect in material
    and workmanship and will be of the designated kind and quality
    for a period of five (5) years from the date of manufacture by K-TRONIK.

    JADEMAR shall pass on to its customers K-TRONIK's standard limited
    warranty for the Products, including the limitations set forth
    in Articles 8.2 and 8.3.  K-TRONIK's Standard Warranty is attached hereto
    as Exhibit D.

    8.2  Exclusions.  The Warranty reflected in Article 8.1 is not
    applicable to the following: (i) any defects caused by the use or operation
    of the ballast in an application or environment other than that intended or
    recommended by K-TRONIK, including but not limited to, any ballast which is
    not installed and operated in accordance with the current edition of the
    National Electric Code (NEC), all applicable state and local codes,
    Underwriters Laboratories, Inc. (UL) standards for safety, all applicable
    American National Standards Institute (ANSI), and K-TRONIK's instructions
    for Installation; (ii) any defects which are the result of unusual
    physical stress or abnormal operating conditions, including but not limited
    to, operating temperatures in excess of 65 degrees C on any part of the
    ballast case; or (iii) any defects caused by modifications or alterations
    made to the ballast by any party other than K-TRONIK.

    8.3  Limitations of Liability.  (a) K-TRONIK WILL NOT UNDER ANY
    CIRCUMSTANCES WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY
    TORT OR OTHERWISE BE LIABLE FOR CONSEQUENTIAL,  INCIDENTIAL, SPECIAL OR
    EXEMPLARY DAMAGES, including, but not limited to, loss of profits
    or revenues, loss of use of or damage to any associated equipment, cost of
    capital, cost of substitute products, facilities or services, downtime
    costs, or claims of purchaser's customers; (b)  K-TRONIK'S LIABILITY
    ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING
    FROM , OR CONCERNING ANY ASPECT OF THIS AGREEMENT OR FROM THE PRODUCTS OR
    SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE PRICE OF THE SPECIFIC
    ORDER WHICH GIVES RISE TO THE CLAIM.  This Warranty is designated a LIMITED
    WARRANTY pursuant to the Federal Consumer Product Warranties Act.  This
    Warranty is in lieu of all other warranties whether  statutory ,
    express, implied, written or oral, including implied warranties of
    merchantability, suitability of fitness, for particular purpose, and except
    as specifically set forth above, no other warranties of any kind, statutory
    or otherwise are herein expressed.  This Warranty gives purchasers specific
    legal rights and purchasers may also have other rights which vary from
    state to state.  This Warranty is not intended to limit in any way
    K-RONIK's obligations reflected in the Defective Claims Procedure
    attached hereto as Exhibit E.

    8.4  After Service.  Any and all warranty claims and services for
    dealing with defective Products shall be JADEMAR's responsibility and
    shall be resolved in accordance with K-TRONIK's Defective Claims
    Procedure attached hereto as Exhibit E.

    8.5  Disclaimer.  EXCEPT FOR THE ABOVE EXPRESS WARRANTIES SET FORTH IN
    ARTICLES 8.1, 8.2 and 8.3 ABOVE, K-TRONIK MAKES AND JADEMAR AND THE
    CUSTOMER RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED,
    STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION
    WITH JADEMAR, AND K-TRONIK SPECIFICALLY DISCLAIMS ANY IMPLIED
    WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.  Product Liability.  During the warranty period for the Products, K-
TRONIK shall (or K-TRONIK shall cause the manufacturer of the Products to)
defend, indemnify and hold JADEMAR and its customer harmless from any
or all loss, damage, liability or expense, including, but not limited
to, attorney's fees, incurred by JADEMAR and/or its customer, arising out of
or in relation to the Product Liability claim brought by any third party for
death or injury to person(s) or damage to or destruction of property caused or
resulting from the sale, resale, use, consumption or other disposal of the
Products after the delivery by K-TRONIK thereof, except to the extent any of
the aforesaid loss, damage, liability or expense is determined to have been
solely caused by JADEMAR or its customer or any employee thereof.

    To implement the obligation of K-TRONIK under this Article, K-
TRONIK shall (or K-TRONIK shall cause the manufacturer of the Products to), at
all times during the term hereof and the warranty period for the final
shipment of the Products thereafter, maintain Product Liability Insurance
covering any or all Products sold by K-TRONIK to JADEMAR at the expense of K-
TRONIK (or such manufacturer) in aggregate limit of Two Million States
Dollars (US $2,000,000) Dollars.  Additionally, K-TRONIK shall (or K-TRONIKs
shall cause the manufacturer of the Products to) provide to JADEMAR a
certificate of insurance for product liability and shall add JADEMAR as an
additional insured with respect to such coverage.

    It is irrevocably understood and agreed that any or all duties,
obligations and responsibilities of K-TRONIK and those of the manufacturer of
the Products under this Agreement shall be primary, joint and several.
Therefore, K-TRONIK understands and agrees that any failure by such
manufacturer to implement its duties, obligations and responsibilities
hereunder shall constitute a failure by K-TRONIK of the duties, obligations
and/or responsibilities of K-TRONIK under this Agreement.

10.  Reciprocal Indemnification.  A.   JADEMAR agrees to indemnify and
save K-TRONIK harmless from and against all claims, losses and liability
arising out of damage to property, or injury to, or death to, persons
occasioned by, or in connection with, the acts or omissions of JADEMAR or its
employees.

    B.  K-TRONIK agrees to indemnify and save JADEMAR harmless from and
    against all claims, losses and liability arising out of damage
    to property, or injury to, or death to, persons occasioned by,
    or in connection with, the acts or omissions of the K-TRONIK or
    its employees.

11.  Miscellaneous

    A.  Notices.   All notices, requests and other communications
hereunder shall be in writing and shall be delivered in person or sent by fax
transmission and overnight delivery, or by overnight courier service, and sent
to the address of the party set forth on the first page hereof, or to
such other addresses as may be stipulated in writing by the parties pursuant
hereto.  Unless otherwise provided, notice shall be effective on the date it is
given.

    B.  Assignment.   This Agreement cannot be assigned or transferred by
    JADEMAR  without K-TRONIK's  prior written consent, which will not be
    unreasonably withheld.

    C.  Amendment.   This Agreement may not be amended except by
    Written Instrument executed by both parties.

    D.  Headings; Counterparts.   The headings of sections and
    paragraphs herein are included for convenience of reference only and shall
    not control the meaning or interpretation of any of the provisions of this
    Agreement.  This Agreement may be executed in one or more counterparts,
    which together shall constitute but one original instrument.

    E.  Waiver.   The failure of either party at any time to require
    performance by the other party of any provision hereof shall in no way
    affect the full right to require such performance at any time hereafter,
    nor shall the waiver by either party of a breach of any provision hereof be
    taken or held to be a waiver of any succeeding breach of such provision or
    as a waiver of the provision itself.

    F.  Seperability.   If any provision of this Agreement or the application
    thereof to any person or circumstance shall to any extent be held to be
    invalid or unenforceable, the parties shall use their best efforts to
    substitute a provision of similar economic intent and the remainder
    of the Agreement, or the application of such provisions to persons or
    circumstances as to which it is not held to be invalid or unenforceable,
    shall not be affected thereby, and each provision shall be valid and be
    enforced to the fullest extent permitted by law.

    G.  Governing Law.   This Agreement shall be governed by, and
    construed in accordance with, the laws of the State of New
    Jersey and the United States of America.

    H.  Force Majeure.   If circumstances beyond the control of the
    parties shall temporarily make it impossible for either or both of them to
    perform their obligations under this Agreement, then the principals of
    force majeure shall apply and the rights and obligations of the parties
    will be temporarily suspended during the force majeure period to the extent
    that such performance is reasonably affected thereby.

    Notwithstanding the foregoing, if the performance of this  Agreement, is
    suspended for a period of three (3) months or more, either party may
    terminate this Agreement upon at least thirty (30) days prior written
    notice.

    I.  Affiliates.   This Agreement and the obligations of each party, shall
    inure to and be binding upon the successors and assigns of the
    parties herein and the terms of "Confidentiality" set out in Article 7, are
    intended to be binding upon all affiliates of such party, which means any
    entity that controls, is controlled by or under common control with a
    party.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Agreement to be executed on the year and date written below.

K-TRONIK INT'L CORPORATION              JADEMAR CORPORATION

By: /s/ Robert Y. Kim                   By: /s/ Joseph A. Demartino, Jr.
ROBERT Y. KIM                           JOSEPH A. DEMARTINO, JR.
President/CEO                           President

Date: October 26, 1999                  Date: October 20, 1999

                                EXHIBIT A

                                PRODUCTS

     Products which JADEMAR is responsible to market under this
Agreement between K-TRONIK INT'L CORPORATION and JADEMAR shall be:

Electronic Ballast Manufactured
By K-TRONIK INT'L CORPORATION

     In the event that K-TRONIK begins offering new products that either
complement, replace or serve as suitable substitutes for the
Products, K-TRONIK agrees that such new offerings will be added to the
list of Products for purposes of this Agreement.  K-TRONIK reserves the right
to solicit and to sell directly or indirectly in the Territories any products
not listed on or added to Exhibit A as set forth above if, and only if, JADEMAR
does not begin diligently promoting such products within a reasonable time
after they are available from K-TRONIK.

K-TRONIK INT'L CORPORATION              JADEMAR CORPORATION

By: /s/ Robert Y. Kim                   By: /s/ Joseph A. deMartino, Jr.
Robert Y. Kim                           Joseph A. deMartino, Jr.
President/CEO                           President

Date: October 26, 1999                  Date: October 20, 1999

                                EXHIBIT B

                                 TERRITORY

     The Territories, for purposes of this Agreement between K-TRONIK
INT'L CORPORATION and JADEMAR that are assigned to JADEMAR on an
exclusive basis shall be the following:

Argentina
Brazil
Chile
Colombia
Costa Rica
El Salvador
Guatemala
Honduras
Nicaragua
Panama
Ecuador
Peru
Venezuela
Dominican Republic
Haiti
Jamaica
Netherlands Antilles
Puerto Rico
Trinidad
Philippines*

* The Philippines shall be a non-exclusive territory.

K-TRONIK INT'L CORPORATION              JADEMAR CORPORATION

By: /s/ Robert Kim                      By: /s/ Joseph A. deMartino, Jr.
Robert Kim                              Joseph A. deMartino, Jr.
President & CEO                         President

Date: October 26, 1999                  Date: October 20, 1999

                                 EXHIBIT C

                            EXCLUDED TERRITORIES

     The territories, for purposes of this Agreement between K-TRONIK
INT'L CORPORATION and JADEMAR in which JADEMAR is expressly restricted
from selling and promoting the sale of Products, on an exclusive
or non-exclusive basis, shall be the following:

          All countries or territories not listed on Schedule B,
           or approved in writing as a non-exclusive territory
                    during the term of this Agreement.

K-TRONIK INT'L CORPORATION              JADEMAR CORPORATION

By: /s/ Robert Kim                      By: /s/ Joseph A. deMartino, Jr.
Robert Kim                              Joseph A. deMartino, Jr.
President & CEO                         President

Date: October 26, 1999                  Date: October 20, 1999

                                EXHIBIT D

                        K-TRONIK STANDARD WARRANTY

K-TRONIK INT'L CORPORATION (hereinafter "K-TRONIK") warrants to the
purchaser that its products will be free from defect in material and
workmanship and will be of the designated kind and quality for a
period of five (5) years from the date of manufacture by K-TRONIK.
This warranty is not applicable to the following: (i) any defects
caused by the use or operation of the ballast in an application or
environment other than that intended or recommended by K-TRONIK ,
including but not limited to, any ballast which is not installed and
operated in accordance with the current edition of the National
Electric Code (NEC), all applicable state and local codes,
Underwriters Laboratories, Inc.  (UL ) standards for safety, all
applicable American National Standards Institute (ANSI), and K-
TRONIK's instructions for installation; (ii) any defects which are the
result of unusual physical stress or abnormal operating conditions,
including but not limited to, operating temperatures in excess of 65
degrees C on any part of the ballast case; or (iii) any defects caused
by modifications or alterations made to the ballast by any party other
than K-TRONIK.

If it appears within five (5) years from the date of manufacture by K-
TRONIK that any K-TRONIK ballast does not meet the warranty specified
above, the purchaser must notify JADEMAR CORPORATION, Gran Park, 10125
N.W. 116th Way, Suite 10, Miami, Florida 33178 USA,  in writing, of
its warranty claim and, after receiving proper authorization, return
the product (s) at Purchaser's expense to JADEMAR, an authorized K-
TRONIK electronic ballast stocking distributor.

LIMITATIONS OF LIABILITY:  (a)  K-TRONIK WILL NOT UNDER ANY
CIRCUMSTANCES, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT OR OTHERWISE BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR EXEMPLARY DAMAGES including, but not limited to, loss of
profits or revenues, loss of use of or damage to any associated
equipment, cost of capital, cost of substitute products, facilities or
services, downtime costs, or claims of purchaser's customers; (b) K-
TRONIK's LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE
ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECT OF THIS
AGREEMENT OR FROM THE PRODUCTS OR SERVICES FURNISHED HEREUNDER SHALL
NOT EXCEED THE PRICE OF THE SPECIFIC ORDER WHICH GIVES RISE TO THE CLAIM.

This Warranty is designated a "LIMITED WARRANT" pursuant to the
Federal Consumer Product Warranties Act.  This Warranty is in lieu of
all other warranties whether statutory, express, implied, written or
oral, including implied warranties of merchantability, suitability or
fitness for particular purpose, and except as specifically set forth
above, no other warranties of any kind, statutory or otherwise are
herein expressed.  This Warranty gives you specific legal rights and
you may also have other rights which vary from state to state.

                                   EXHIBIT E

                           DEFECTIVE CLAIMS PROCEDURE

1.  Upon JADEMAR's receipt of a claim of defective product from a customer
    within the warrantee period, JADEMAR will do the following initial
    investigation.

      a.  Determine cause of failure.  This will be done by
      determining the application of the product, the conditions to which the
      product was exposed, and any other factors relevant to the performance
      of the unit.

      b.  If the warrantee claim is an isolated product failure within
      the warrantee period, JADEMAR shall ship a replacement unit,
      advise K-TRONIK of the replacement and receive a credit from
      K-TRONIK for the cost thereof, plus shipping cost not to
      exceed 40% of the unit cost.  The credit will be issued in
      connection with a periodic reconciliation between JADEMAR
      and K-TRONIK.

2.  If JADEMAR's initial investigation indicates a possible  manufacturing
    defect with broader implications, the following steps will be followed.

      a.  If requested, JADEMAR will make samples of the defective  product
      available to K-TRONIK for review and testing at K-TRONIK's cost.
      Depending upon the size of the claim, K-TRONIK will determine the
      number of units to be returned, not to exceed 20 units.  JADEMAR will
      make reference to the ballasts date code in order for K-TRONIK to
      investigate the possible causes of failure.  The cost of making the
      samples available for review and testing will be reimbursed to
      JADEMAR in the event the test results confirm a manufacturer defect.

      b.  Furthermore, upon confirmation of a manufacturing defect by
      K-TRONIK, K-TRONIK will reimburse JADEMAR the cost of the
      defective goods, plus any freight and/or overseas customs
      duties, unless JADEMAR's customers requests that the defective units be
      replaced by new product.  In the event that JADEMAR's customer requests
      the units be replaced, JADEMAR will do so from stock and receive a
      credit for the number of units replaced, plus additional units covering
      the value of the duties and freight incurred by JADEMAR to ship
      replacement product.

3.  JADEMAR will not request labor cost reimbursement from K-TRONIK for units
    that are found to be defective.  In lieu of this, K-TRONIK will reimburse
    JADEMAR for the cost of duty and freight charges incurred in
    connection with defective units.  (These charges will not exceed 40 percent
    of the value of the defective units, unless JADEMAR can substantiate
    charges in excess of that amount.)

4.  Any request by K-TRONIK to have defective units returned will be at
    K-TRONIK's expense.