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Exhibit 10.2

                                   VTECH LOGO
                             MANUFACTURING AGREEMENT




Agreement  made,  entered into and effective as of the last date of signing,  by
and between Essential  Reality,  LLC (hereinafter  called  "Client"),  a limited
liability  company  existing  under the laws of the state of Delaware,  USA, and
having an office for the  transaction  of business in 49 West 27th  Street,  7th
Floor,  New York,  NY 10001,  USA, and VTech  Communications  Ltd.  (hereinafter
called  "VTech"),  a limited  company  existing  under the laws of Hong Kong and
having an office for the transaction of business in Hong Kong,  23rd Floor,  Tai
Ping Industrial Centre, Block 1, 57 Ting Kok Road, Tai Po, New Territories, Hong
Kong.


Witnesses that the parties hereto agree as follows:


ARTICLE 1.0  UNDERTAKING OF MANUFACTURE

1.1 VTech shall manufacture,  on a non-exclusive  basis, the Products for Client
according to the design and specifications provided by Client.


ARTICLE 2.0  DEFINITIONS

2.1  "Product" or  "Products"  shall mean each of the Products  described on the
confirmed  Purchase  Orders from the client,  as such  products  may be changed,
developed,  improved or modified in accordance  with the terms of this Agreement
from time to time by or on the behalf of either  Client or VTech  with  Client's
prior written approval,  provided that the Client agrees to a mutually agreeable
price  adjustment  (increase  or decrease)  reflecting  the cost of the changes,
developments, improvements or modifications versus the original cost and accepts
any reasonable related delivery schedule changes.

2.2  "Technical  Information"  shall mean all technical  know-how,  information,
data, drawings,  trade secrets,  manufacturing and test data, and specifications
involving or relating to the manufacture,  production, maintenance and operation
of the Products as have  heretofore been or may hereafter be disclosed by Client
to VTech.

2.3 "Delivery" shall mean Delivery of Products to Client,  F.O.B.  vessel at the
port of export as noted in  section  6.1 below,  or to any other  place with the
prior written  consent from Client,  taking into account any increased  shipping
costs.

2.4  "Engineering  Change"  shall  mean  any  change(s)  to  the  electrical  or
mechanical  design of the  Product(s)  and/or  manufacturing  process  therefore
proposed by Client  and/or VTech and which would  affect the cost,  performance,
reliability,  safety,  serviceability,  appearance,  dimensions,  tolerances, or
composition  of materials  thereof.  All such changes shall include  testing for
reliability, safety and regulatory compliance.


ARTICLE 3.0  GENERAL AND INTELLECTUAL PROPERTY

3.1 Client shall provide VTech with all Technical Information that is reasonably
necessary to enable VTech to manufacture the Products covered by this Agreement.
All  Technical  Information  relating to the  Product  supplied by the Client is
original  to the  Client and owned by the  Client  and  subject to  Intellectual
Property ownership by the Client. VTech shall not copy, duplicate or manufacture
any  Technical  Information  without the  written  consent of the Client . VTech
represents and warrants that it will not transfer in any manner, either directly

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or  indirectly  (other  than  to  Client),  any of  the  Products  or  Technical
Information,  information  about  the  Products  or  Technical  Information,  or
derivatives of the Products or Technical  Information,  without first  obtaining
the specific written approval of Client.

3.2 VTech  acknowledges that it does not obtain any right,  title or interest in
or to the Technical nformation or to any change,  development,  improvement,  or
modification  involving or relating to the Technical  Information of Client made
or conceived exclusively by Client. Any Technical Information furnished to VTech
under or in contemplation  of this Agreement shall remain the Client's  property
and shall be kept strictly confidential by VTech.

3.3  Any  changes  to  the  Product(s)   requiring   rework  of  the  design  or
manufacturing process will be negotiated between the parties.

3.4 Any improvements used or useful in the development and/or manufacture of the
Product made by VTech or made by VTech in cooperation with the Client,  or based
on the Technical Information, shall belong to the Client and shall be treated as
Technical  Information  under  this  Agreement.  Furthermore,  VTech  agrees  to
complete any  document  and  cooperate  with the Client in  perfecting  Client's
rights to such improvements.

3.5  VTech  will  package  individual  units  of the  Product  according  to the
Packaging  Specification  as defined by the appropriate  Bill of Materials or an
acceptable substitute as may be agreed between Client and VTech.

3.6  Client  may  make   available  to  VTech  certain   materials  for  use  in
manufacturing  the  Product,  which  VTech  shall take for such  purpose and pay
therefore, with price and payment terms to be negotiated between the parties.

3.7 Any tools,  models,  dies, molds,  prototypes or the like, made according to
the  Technical  Information  becomes the  property of the Client.  Such shall be
treated as confidential and cannot be used for anyone else but the Client.  They
shall be  delivered  to the Client  upon demand FOB vessel at the port of export
noted in section 6.1.


ARTICLE 4.0  ORDERS, PRICE, AND PAYMENTS

4.1  The  manufacture  and  sale of  Products  under  this  Agreement  shall  be
implemented  through  purchase  orders  placed by Client and  accepted by VTech.
Client  shall  provide  VTech with a  separate  Purchase  Order for any  tooling
charges  necessary for the manufacture of the  Product(s).  Such tooling charges
will be clearly  delineated  and  detailed  to Client by VTech.  Payment for the
tooling  charges  shall be made 50 % in advance  and the balance to be paid upon
completion and approval of tooling.

4.2 Client shall provide VTech with its estimated  non-binding  order  forecasts
six (6) months prior to the desired date of delivery and shall issue a confirmed
purchase  order to VTech at least three (3) months  prior to the  shipment  date
designated  therein.  When a confirmed  purchase  order is issued,  Client shall
advise  shipment  method (whether by sea or air) for the shipment to be effected
within the month of projected delivery by VTech.

4.3 According to Client's confirmed purchase order, VTech shall procure material
for and on behalf of Client so as to meet the  delivery  in the first  three (3)
months of the forecast as  reflected on the  confirmed  purchase  order.  Client
shall  pay in  advance  to VTech by way of cash  transfer  or  letter  of credit
payable against copies of VTech's orders  (translated into English if necessary)
for the  material  procurement  so as to meet the  delivery  requirement  of the
purchase order.  VTech shall proceed to procure the material upon receipt of the
advanced payment from Client.  Furthermore,  VTech shall render to Client a list
of long-lead time material  within a week after  receiving the rolling  forecast
from Client. VTech shall seek approval from Client to procure the long lead time
material  for and on behalf of  Client  in order to meet the  shipment  forecast
during the forth to sixth month or later.  Client  shall pay in advance to VTech
(in the same manner as noted above) for the  procurement  of the long  lead-time

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material.  VTech  shall  proceed  with the  procurement  of the  long  lead-time
material  upon  receipt of an  approval  and the  advanced  payment (in the same
manner as noted above) from Client.

The letter of credit should enable VTech to draw the amount of money at any time
due to the fact that the Client is unable to consume the ordered quantity within
the  manufacture  completion date in accordance with terms and conditions of the
confirmed purchase order.

4.4 For the first  purchase  order under this  Agreement,  the F.O.B.  price (on
board a vessel at the port of Hong Kong or Yantian,  China as selected by Client
under section 6.1) for Products  covered hereby shall be as set forth in Exhibit
A. Unless otherwise stated, all prices in all purchase orders to be issued under
this Agreement are inclusive of (1) state and local sales, use and similar taxes
imposed by the Peoples  Republic of China or any  jurisdiction or agency therein
including  Hong Kong;  and (2) freight and insurance  charges until the Products
are FOB vessel or air craft.

4.5 Client's  payment for Products  purchased  hereunder  shall be settled by an
Irrevocable  Letter of Credit at sight  opened by Client  with the bank of their
choice, thirty (30) days prior to shipment date, which letter of credit shall be
payable in the currency of the United  States of America and shall name VTech as
Beneficiary  and which  shall be  payable to VTech  upon  presentation  of (a) a
commercial invoice in customary form, (b) clean on board ocean bill of lading or
clean air  waybill,  (c) tally sheets  showing  storage of the Products as cargo
signed by an officer of the vessel or air craft  transporting the Products,  and
(d) the certificate of inspection as specified on Exhibit B.


ARTICLE 5.0  CHANGES TO ORDERS

5.1 No changes as to quantity are allowed within 4 weeks from the scheduled date
of shipment  ex-factory.  50% changes are allowed  between 4 to 8 weeks from the
scheduled  date of shipment  ex-factory.  Any changes are allowed beyond 8 weeks
from the scheduled date of shipment ex-factory.  If there is any excess material
created by the Client due to the change,  1/2%  carrying  cost per month will be
paid by the Client. If the excess material is not consumed in six months,  VTech
will  charge and bill the Client for the cost of the  material  and the  bill(s)
should be paid within 30 days. VTech shall offer to ship the excess material FOB
vessel to Client at Client's  request.  Nothing in this  section 5.1 shall limit
Client's  rights under section 12.2 below.  Client and VTech will agree upon the
change in cost (up or down) and any  adjustments in the delivery  schedule based
upon any changes made under this section.  Further,  if defects are noted in the
Product as produced by VTech  changes to cure these defects must be made without
additional cost to Client and with the shortest possible delay in delivery.

5.2 Engineering Changes (Engineering Change Order - ECO's and Engineering Change
Note  -ECN's) for  processes or  components  may be made by the Client or VTech.
Such changes must be  documented  in writing  using forms and  procedures  to be
agreed upon between VTech and Client.  In the case of a change  precipitated  by
VTech,  Client  must grant  approval  before the  change is  implemented.  If an
engineering  change creates unused material or order  cancellations,  all excess
material shall be the responsibility of Client. Client and VTech will agree upon
the change in cost (up or down) and any  adjustments  in the  delivery  schedule
based upon any changes made under this section.

5.3 Client will  provide  evidence of  regulatory  compliance  certification  in
certain countries and VTech agrees that no changes of any type will be made that
will  result  in  failure  to  comply  with all  applicable  regulations  in the
countries identified by Client.


ARTICLE 6.0 SHIPMENTS

6.1 The  VTech  factory  is in China  and the port of  export is in Hong Kong or
Yantian, China at Client's option.

6.2 Client may at its option and expense elect to have the Product(s) shipped by
air freight,  in which event VTech shall take all actions required to facilitate
such shipment by air and shipment shall be FOB aircraft. In the event that VTech

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is late in  shipping,  based  upon the  dates in the  confirmed  Purchase  Order
accepted  by VTech,  and Client  requires  the late  Products to be sent via air
freight then VTech shall pay the extra expense of air freight in excess of ocean
freight.

6.3 The title to and risk of the  Products  shall  transfer  to Client  when the
Products  are placed on board a vessel or  aircraft  at the port of  export,  as
noted in  section  6.1,  against  clean on board  bills of lading.  Shipment  of
Products does not  constitute  acceptance  (despite any  inspections by Client's
agent) and Client reserves its rights under sections 7.2 and 7.3 below.


ARTICLE 7.0  TESTS, QUALITY CONTROL AND INSPECTION

7.1  VTech  will  build  the  product   according   to  ANSI  001B  and/or  Test
Specifications as provided by Client and accepted by VTech.

7.2 Client  reserves  its rights to inspect  the  Products  upon  arrival at its
facilities in the United States or elsewhere in the world.

7.3 Client or its agent (as noted on Exhibit B or as may be substituted  for the
agent named) will inspect  each  shipment  from VTech before it leaves the VTech
manufacturing facility according to MIL-STD-105E, Single Sampling Plan, Level II
with  an   Acceptable   Quality   Level  (AQL)  of  2.5%  for  minor  (that  is,
non-functional  and minor  appearance  related)  defects and 0.25% for major and
critical (that is, serious appearance, functional, safety or regulatory) defects
during the first three moths of full production and, thereafter, the 0.25% limit
shall be increased to 0.40%. Client shall have the right to further inspect each
shipment and confirm non-acceptance of the shipment within 30 days after receipt
of the  shipment  at its own  facility.  In case a  shipment  fails  to meet the
quality  criteria  as agreed by both  VTech and the Client as noted  above,  the
Client  shall  notify VTech in writing (or by email) of the nature of the defect
and VTech will  correct the problem as quickly as  commercially  reasonable  and
will confer with Client,  within five days, to reach  agreement  upon a recovery
plan. The cost of the recovery plan will be paid solely by VTech.

7.4 In the event that it is determined  that the Products in question are not in
compliance with the quality criteria as agreed above, VTech shall bear all costs
of re-inspection.


ARTICLE 8.0  WARRANTY

8.1 VTech  warrants to Client that all  Products  manufactured  for Client under
this Agreement will strictly comply with the specifications and designs supplied
to VTech  by  Client  and  will be free  from all  defects  in  workmanship  and
materials  for a period of one year  from the date of  delivery.  However,  this
warranty will not cover defects caused by any additional manufacturing processes
performed  by the Client or any third party,  or by any improper  actions of the
Product's  end users.  VTech shall within ten days after notice by Client either
(at its option)  repair or provide new  replacement  Products for the  defective
Products  qualified  for this warranty or provide a cash credit to Client at FOB
value  including  freight  and  insurance  costs.  VTech shall have the right to
promptly  inspect the claimed  defective  Products in Client's  warehouse in the
USA.  Client may accumulate a reasonable  quantity of such  defective  Products,
which, after notice to VTech, will be returned to VTech at VTech's expense.  The
replacement  Products  will be  returned to Client  with  freight and  insurance
prepaid by VTech to Client's warehouse in the United States of America. If after
replacement it is determined that the Products were not defective and did comply
with this  Agreement  then Client will pay for the  replacement  Products as new
purchases.

8.2 There are no other  warranties  than those stated in this  Agreement.  VTech
disclaims  all other  warranties  to Client or third  parties  by virtue of this
Agreement or otherwise,  either expressed or implied,  including but not limited
to implied warranties of  merchantability,  of fitness for a particular purpose,
and  arising  from  usage of trade or course of  dealing  or  performance,  with
respect  to the  Products  and  accompanying  written  materials.  This  limited
warranty  gives you specific  legal  rights,  you may have others that vary from
state to state or country to country.


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8.3 Except as stated  herein,  in no event shall  EITHER  PARTY be liable to THE
OTHER,  ITS  SUPPLIERS,  CUSTOMERS or ANY OTHER third  parties by virtue of this
Agreement or otherwise,  for any damages whatsoever including any consequential,
incidental,  indirect  or special  damages,  whether  based on  contract,  tort,
warranty or other legal or equitable  grounds,  including,  without  limitation,
damages for loss of business profits,  business  interruption,  loss of business
information,  or other pecuniary loss, arising out of the use of or inability to
use the Products,  even if advised of the  possibility of such damages.  Because
some states or countries do not allow the  exclusion or  limitation of liability
for consequential or incidental damages, the above limitation may not apply.

8.4 In no event will  VTech's  aggregate  liability  to Client or third  parties
whether for  negligence,  breach of  contract,  misrepresentation  or  otherwise
exceed the cost of the defective,  damaged or undelivered Products as determined
by the net price  invoiced  to Client in  respect of any  single  occurrence  or
series of occurrences. Client understands that VTech's charges depend in part on
this exclusion of  representations,  terms and  liabilities  but Client does not
warrant or assure VTech in any manner that claimed  limitations on the rights of
third parties are enforceable or valid.

8.5  VTech  warrants  to Client  that  there  are no  legal,  administrative  or
regulatory  restrictions  imposed by the Peoples  Republic of China or any other
government, governmental or similar agency or authority, national, provincial or
local, on the export of the Products as contemplated by this Agreement.


ARTICLE 9.0  CONFIDENTIALITY/NON-COMPETITION

9.1  VTech  agrees  that  all  confidential  information,   including,   without
limitation,  the  Technical  Information,  furnished  to it by or  belonging  to
Client,  will be received  and held in  confidence  by VTech and will be used by
VTech for the sole purpose of  manufacturing  the Products as set forth  herein.
VTech shall take at least as stringent  measures to safeguard such  confidential
information  or  Technical  Information  as it uses  for  its  own  confidential
information,  but no less than a reasonable degree of care. All such information
or Technical  Information  shall be the sole and  exclusive  property of Client.
VTech has or will require all of its employees,  consultants,  agents, or others
who have access to any of such confidential information or Technical Information
owned by Client to execute agreements with it similar in content to this section
9.1 and will exercise due diligence to obtain compliance therewith.

9.2 VTech agrees that it will not publish or  otherwise  use for its own benefit
confidential  information or Technical  Information received from Client without
the prior  written  consent of Client.  The  provisions  of this Article 9 shall
survive any expiration or termination of this Agreement,  but shall not apply to
confidential information of Client which (i) was known to VTech, as evidenced by
its written records, prior to the receipt of such confidential  information from
Client, or (ii) was publicly available at the time of disclosure or subsequently
becomes publicly  available  through no act or failure to act of VTech, or (iii)
is  subsequently  disclosed to VTech by a third party who is under no obligation
of  confidentiality  to Client,  or (iv) is developed by VTech  independent  and
without the use of the received or referenced  material  from the Client.  VTech
shall,  upon  request  from  Client,  provide  reasonably  satisfactory  written
evidence to Client to support its claim of  exclusion  of  information  from the
definition of confidential information as described above in this section.

9.3 During the period  during  which the parties are doing  business and for the
two years  following,  VTech will not  manufacture  or sell, or assist others to
manufacture and sell,  similar or competitive  Products other than to or for the
Client.


ARTICLE 10.0  INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 VTech shall  indemnify  and hold the Client  harmless  from and against all
losses, costs, claims and damages,  relating to or arising out of any allegation
that VTech's manufacturing  processes furnished under this Agreement infringe or

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violate any patent,  copyright,  trade  secret or any other  proprietary  right,
provided that this indemnity  shall not apply to any  infringement  which is due
wholly to VTech's  compliance with the design or instruction  furnished or given
by the Client.

10.2 Client shall indemnify and hold VTech harmless from and against all losses,
costs, claims and damages,  resulting from VTech's compliance with the design or
instructions  furnished or given by the Client,  other than those resulting from
the gross negligence or willful misconduct of VTech or its representatives.


ARTICLE 11.0  TERM OF AGREEMENT

11.1  This  non-exclusive  Agreement,  which  shall  become  effective  upon the
effective date as noted above, shall continue for a period of twelve (12) months
after the date of first  delivery  to Client at the port of export,  unless this
Agreement is otherwise  terminated  pursuant to Article 12 hereof,  and shall be
renewed  every six (6) months  thereafter  unless  either  party gives the other
written  notice of termination at least ninety (90) days prior to the expiration
of the original term or any extension thereof


ARTICLE 12.0  TERMINATION OF AGREEMENT

12.1 Client and VTech shall be entitled to terminate  this  Agreement and cancel
all  outstanding  purchase orders  immediately  upon written notice to the other
party on the occurrence of any of the following events:

         12.1.1   Client or VTech  breaches any  provision of this  Agreement or
                  fails to perform any of its  obligations  hereunder  (Client's
                  pending  merger with JPAL,  Inc. and related sale of shares of
                  stock of the  merged  company,  whose  name will be changed to
                  Essential  Reality,  Inc. shall not be deemed a breach of this
                  Agreement),  which  breach  or  failure  shall  not have  been
                  remedied by the breaching  party within thirty (30) days after
                  written notice thereof; or

         12.1.2   under the law of any applicable jurisdiction,  Client or VTech
                  becomes insolvent, suspends business or goes into liquidation,
                  bankruptcy or receivership or becomes a party to any procedure
                  for  the   settlement   of  its  debts  or  to  a  dissolution
                  proceeding, or the equivalent of any of the foregoing in their
                  own country; or

         12.1.3   upon one hundred twenty (120) days written notice to the other
                  party following sale,  assignment,  lease or other disposition
                  of/or  voluntary  parting  with the  control  (whether  in one
                  transaction or series of  transactions)  of a material portion
                  of the  assets  of  Client  or VTech to any  person  or entity
                  except  for  sales  or other  dispositions  of  assets  in the
                  ordinary  course  of  business  Anything   contained  in  this
                  Agreement to the contrary notwithstanding, Client shall not be
                  in default or breach  under  this  Agreement  by virtue of its
                  merger with or into any other company or by virtue of the sale
                  at any time of any membership  interests or shares of stock in
                  Client or the merged company.

12.2  Notwithstanding  anything  contained  in  section  5.1,  Client may cancel
confirmed purchase orders under this Agreement for any reason by notifying VTech
in writing.  Cancellation  shall become  effective after  twenty-four (24) hours
following  the  sending  by  Client  of an  email  or a telex  or cable to VTech
promptly  followed  by VTech's  receipt  from  Client of a written  cancellation
notice in the form of a registered air mail letter or facsimile from Client,  or
thereafter upon the date specified in such email,  telex, cable,  facsimile,  or
letter.  VTech  shall  cease  operation  on all  existing  purchase  order(s) in
accordance  with the  cancellation  notice.  Client shall have no liability  for
cancelled purchase orders other than as set forth in this section.  In the event
of a  cancellation  under this section,  Client will pay VTech for the materials
and labor costs  incurred prior to the effective  date of the  cancellation  for
Products which are in process or completed under the outstanding Client purchase

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orders, and VTech will deliver to Client all completed  products,  assemblies in
process,  manuals,  spare parts,  and all  components  processed or purchased on
account of outstanding purchase orders.

12.3 Upon  termination of this Agreement,  VTech shall promptly return to Client
all Technical  Information or other  confidential  information  and related data
that is in written, graphic or other tangible form and is then in the possession
of VTech or in its  custody  or  control,  including,  but not  limited  to, all
documentation  concerning the Product provided by Client or by VTech at any time
during the term of this Agreement, and VTech shall warrant to Client in writing,
within ten (10) days of  returning  all  confidential  information,  that it has
permanently  destroyed  all  computer  records  or  files  containing  any  such
information  and  inform  and  confirm  to Client in  writing  that it no longer
possesses any of the Technical  Information or  confidential  information in any
form.


ARTICLE 13.0  FORCE MAJEURE

13.1 Any failure of Client or VTech to comply  with the terms of this  Agreement
if such failure is caused by circumstances not directly under the control of the
party  concerned,  including  but not limited to failures  resulting  from force
majeure,  acts  of God,  natural  disasters,  fire,  storm,  flood,  earthquake,
explosion,  accident,  acts of the public enemy, war,  rebellion,  insurrection,
sabotage,   epidemic,   quarantine   restrictions,    riots,   labor   disputes,
transportation embargoes,  boycotts, failures or delays in transportation or the
mails,  inability to secure  necessary  materials  (including but not limited to
fuel)  after  reasonable  efforts  to  find  alternative  sources,  acts  of any
government,  whether national, state, local or otherwise, or any agency thereof,
or judicial action, shall be excused, provided that the nonperforming party uses
its best  efforts to  anticipate  and  mitigate  the  effect of the  intervening
condition, and promptly performs when said condition ceases to exist.


ARTICLE 14.0  NOTICES

14.1 Any notice  required or permitted to be given hereunder shall be in writing
and shall be deemed  to be  properly  given  when sent by  registered  air mail,
return receipt requested, and simultaneously sent via email and fax addressed as
follows:

         If to Client:
         Essential Reality, LLC
         49 West 27th Street, Seventh Floor
         New York, NY 10001, USA
         Attn:  President
         Tel: 212-244-3200
         Fax: 212-244-9550
         Email - rlevine@essentialreality.com

         If to VTech:
         Andy Leung
         General Manager
         VTech Communications Ltd. (Contract Manufacturing)
         23/F, Tai Ping Industrial Centre
         Block 1, 57 Ting Kok Road
         Tai Po, N.T. Hong Kong
         Tel:     852-26655266
         Fax:     852-26677175
         Email - andy_leung@vtech.com

or to such other  address  as either  party may give the other  party  notice of
pursuant to this section 14.1.  Any notice given by mail shall be deemed to have
been given on the tenth day after the mailing thereof;  provided,  however, that
if the  contents  of any such  notice  are sent  simultaneously  by both fax and
email,  such notice  shall be deemed to have been  received on the  business day
following the date of such fax and email.


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ARTICLE 15.0  GOVERNING LAW/JURISDICTION

15.1 It is expressly  agreed that the laws of the State of New York,  USA,  with
regard to contracts to be performed entirely within the State of New York, shall
govern the validity,  performance and  construction of this Agreement.  Further,
the parties agree that the exclusive  forum for  resolution of any disputes that
they cannot  settle by  discussion  shall be the London  Court of  International
Arbitration  sitting in London,  England and  proceeding in accordance  with its
rules  with a panel of  three  arbitrators  whose  decision  shall be final  and
binding on both  parties,  not be subject  to appeal and be  enforceable  in any
applicable jurisdiction..


ARTICLE 16.0  WAIVERS; AMENDMENTS

16.1 No waiver of any right  hereunder by either party shall operate as a waiver
of any  other  rights,  or of the same  right  with  respect  to any  subsequent
occasion for its exercise, or of any right to damages. No waiver by either party
of any  breach of this  Agreement  shall be held to  constitute  a waiver of any
other breach or a continuation of the same breach. All remedies provided by this
Agreement are in addition to all other remedies  provided by law. This agreement
may not be amended except by writing signed by each of the parties hereto.


ARTICLE 17.0  ASSIGNMENT

17.1 VTech  shall,  with the prior  written  consent of Client,  be  entitled to
subcontract  or assign  some or all of its  rights  and  obligations  hereunder,
provided,  however,  that any  such  transfer  shall  not  relieve  VTech of its
responsibilities or obligations hereunder. Further, VTech shall obtain from such
subcontractor  its written  agreement,  comparable in duration and scope to this
Agreement,  acknowledging  the ownership of Client of the Technical  Information
and  confidential  information,  requiring  the  subcontractor  to maintain  the
confidentiality  of all  such  information  and to not  assist a  competitor  of
Client.  VTech shall furnish to Client promptly after signing a complete copy of
the  subcontractor's  agreement in its original language and, if not in English,
an accurate translation of such agreement into English.

17.2 Any  assignment  by Client of any of its  rights or  obligations  hereunder
without  VTech's prior written  consent shall be void. The Client may assign its
rights and  obligations to any successor  entity and complete its pending merger
into JPAL,  Inc.  and such  actions  shall not be a breach or  violation of this
Agreement.


ARTICLE 18.0  SEVERABILITY

18.1 Every provision hereof is intended to be severable.  The  unenforceability,
invalidity, or illegality of any provision for any reason whatsoever,  shall not
render the other provisions unenforceable,  invalid or illegal. If any provision
of this Agreement is or becomes or is deemed invalid,  illegal or  unenforceable
under the  applicable  laws or  regulations  of any  jurisdiction,  either  such
provision  will be deemed  amended to conform to applicable  laws or regulations
or, if it cannot be so amended without materially  altering the intention of the
parties,  it shall be stricken and the remainder of this Agreement  shall remain
full force and effect.


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ARTICLE 19.0  ENTIRETY

19.1 The foregoing  Agreement and purchase orders issued  hereunder  constitutes
the entire  agreement  of the  parties  and  supersedes  and  cancels  all prior
communications,  negotiations and agreements,  oral and written, with respect to
the subject matter hereof.


IN WITNESS  WHEREOF,  Client and VTech have caused this Agreement to be executed
by their respective officers duly authorized as of the date written below.


VTECH COMMUNICATIONS LIMITED                         ESSENTIAL REALITY, LLC

By:                                          By:
      ----------------------------                  --------------------------

Title:     CEO                               Title:       PRESIDENT
      ----------------------------                  --------------------------

Date:     15th May 2002                      Date:         05-08-02
      ----------------------------                  --------------------------



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Exhibit A

Client to insert all relevant terms here.

EXHIBIT B - this would be the client's  inspection agent's certificate that they
have  inspected  the  Products  and  found  them to be in  compliance  with  the
specifications and purchase order.



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