ex1011.htm


    Exhibt
      10.11


     

     

     

     

     

     

     

     

    RESEARCH,
      DEVELOPMENT AND SUPPLY AGREEMENT

     

    between

     

    EPIR
      TECHNOLOGIES, INC.

     

    and

     

    SUN
      ENERGY SOLAR, INC.

     

     

    Effective
      Date:  November 1, 2007

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE
      OF CONTENTS

    Page
      (s)

     

    
      	
              ARTICLE
                1.DEFINITIONS

            	
               2

            
	 	 
	
              ARTICLE
                2.SCOPE OF AGREEMENT

            	 3
	 	 
	
              ARTICLE
                3.TERM AND TERMINATION

            	 3
	 	 
	
              3.1.Term.

            	 3
	
               

            	 
	
              3.2.Voluntary
                Termination

            	 3
	
               

            	 
	
              3.3.Termination
                for Cause

            	 3
	 	 
	
              3.4.Termination
                for Force Majeure

            	 4
	 	 
	
              3.5.Effects
                of Termination

            	 4
	 	 
	
              3.6.Survival

            	 4
	 	 
	
              ARTICLE
                4.LEGAL POSITION OF THE PARTIES

            	 4
	 	 
	
              4.1.Public
                Announcements

            	 4
	 	 
	
              4.2.Independent
                Contractors

            	 5
	 	 
	
              4.3.No
                Affirmative Obligation

            	 5
	 	 
	
              ARTICLE
                5.OBLIGATIONS OF EPIR

            	 5
	 	 
	
              5.1.Development.

            	 5
	
               

            	 
	
              5.2.Marketing
                Support

            	 6
	 	 
	
              5.3.Technical
                Support

            	 6
	 	 
	
              ARTICLE
                6.OBLIGATIONS OF SESI

            	 7
	 	 
	
              6.1.Scheduled
                Payments

            	 7
	 	 
	
              6.2.Marketing
                And Technical Support

            	 7
	 	 
	
              6.3.Promotion

            	 8
	 	 
	
              ARTICLE
                7.PURCHASE AND SUPPLY OF PRODUCT.

            	 8
	 	 
	
              7.1.Grant
                Of Exclusivity, Obligation To Supply Energy Products

            	 8
	 	 
	
              7.2.Obligation
                to Supply.

            	 9
	 	 
	
              7.3.Inspection
                And Certification

            	 9
	 	 
	
              7.4.Packaging

            	 9
	 	 
	
              ARTICLE
                8.FORECASTS, ORDERS, AND CAPACITY

            	 9
	 	 
	
              8.1.Forecasts,
                Order Limits And Capacity.

            	 9


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                8.2.Purchase
                  Orders.

              	 10
	 	 
	
                ARTICLE
                  9.PRICE

              	 11
	 	 
	
                9.1.Purchase
                  Price Of The Energy Products.

              	 11
	 	 
	
                ARTICLE
                  10.SHIPMENT AND INVOICING

              	 11
	
                 

              	 
	
                10.1.Delivery
                  Terms And Partial Shipments.

              	 11
	
                 

              	 
	
                10.2.Exporter
                  Of Record.

              	 12
	 	 
	
                10.3.Export
                  Costs And Documents.

              	 12
	 	 
	
                10.4.Foreign
                  Corrupt Practices Act.

              	 12
	 	 
	
                10.5.Energy
                  Product and Services Payment Terms.

              	 12
	 	 
	
                10.6.Default
                  In Payment Obligations.

              	 13
	 	 
	ARTICLE 11.ACCEPTANCE OF ENERGY
                PRODUCT	 13
	 	 
	
                11.1.Energy
                  Product Conformity.

              	 13
	 	 
	
                11.2.Remedies
                  For Non Conforming Energy Product.

              	 14
	 	 
	
                ARTICLE
                  12. PRODUCTION OF Energy Products

              	 14
	 	 
	
                12.1.Production.

              	 14
	
                 

              	 
	
                12.2.Testing.

              	 14
	 	 
	
                12.3.Permits
                  And Licenses.

              	 15
	 	 
	
                12.4.Regulatory
                  Requirements.

              	 15
	 	 
	
                12.5.Changes
                  In Manufacturing.

              	 15
	 	 
	
                ARTICLE
                  13.TRADEMARKS

              	 16
	 	 
	
                ARTICLE
                  14.REPRESENTATIONS AND WARRANTIES

              	 16
	 	 
	
                14.1.Mutual
                  Representations.

              	 16
	 	 
	
                14.2.EPIR
                  Warranties.

              	 16
	 	 
	
                14.3.Disclaimer
                  Of Warranties.

              	 16
	 	 
	
                14.4.SESI
                  Warranties.

              	 17
	 	 
	
                14.5.Disclaimer
                  Of Warranties.

              	 17
	 	 
	ARTICLE
                15.LIMITATION OF LIABILITY, WAIVER OF SUBROGATION	 17
	 	 
	
                15.1.Limitation
                  Of Liability.

              	 17
	 	 
	
                15.2.Waiver
                  Of Subrogation.

              	 17


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  ARTICLE
                    16.INDEMNIFICATION

                	 18
	 	 
	
                  16.1.SESI
                    Indemnification.

                	 18
	 	 
	
                  16.2.EPIR
                    Indemnification.

                	 18
	 	 
	
                  16.3.Indemnitee
                    Obligations.

                	 18
	
                   

                	 
	
                  ARTICLE
                    17.INSURANCE

                	 19
	
                   

                	 
	
                  17.1.SESI
                    Insurance.

                	 19
	 	 
	
                  17.2.EPIR
                    Insurance.

                	 19
	 	 
	
                  ARTICLE
                    18.INTELLECTUAL PROPERTY

                	 19
	 	 
	
                  18.1.Definition
                    Of Intellectual Property.

                	 19
	 	 
	
                  18.2.Existing
                    Intellectual Property.

                	 19
	 	 
	
                  18.3.Joint
                    Patent Rights Developed During The Term.

                	 20
	 	 
	
                  18.4.Prosecution
                    Of Joint Patent Rights.

                	 20
	 	 
	
                  18.5.Licenses
                    And Transfers Of Joint Patent Rights.

                	 20
	 	 
	
                  18.6.Enforcement
                    Of Joint Patent Rights.

                	 21
	 	 
	
                  18.7.Disclaimer.

                	 22
	
                   

                	 
	
                  18.8.Confidentiality.

                	 22
	 	 
	
                  ARTICLE
                    19.NONDISCLOSURE AND PUBLICITY

                	 22
	 	 
	
                  19.1.Confidentiality.

                	 22
	 	 
	
                  19.2.Third
                    Party Disclosure.

                	 23
	 	 
	
                  19.3.Litigation
                    And Governmental Disclosure.

                	 24
	 	 
	
                  19.4.Limitation
                    Of Disclosure.

                	 24
	 	 
	
                  19.5.Publicity
                    and SEC Filings.

                	 24
	 	 
	
                  ARTICLE
                    20.FORCE MAJEURE

                	 24
	 	 
	ARTICLE 21. MISCELLANEOUS	 25
	 	 
	
                  21.1.Entire
                    Agreement

                	
                   25

                
	 	 
	
                  21.2.No
                    Waiver

                	
                   25

                
	 	 
	
                  21.3.Assignment

                	 25
	 	 
	
                  21.4.Governing
                    Law

                	 25
	 	 
	
                  21.5.Headings

                	 25
	 	 
	
                  21.6.Counterparts

                	 25
	 	 
	
                  21.7.Remedies

                	 25
	 	 
	
                  21.8.Notices

                	 26


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    RESEARCH,
      DEVELOPMENT AND SUPPLY AGREEMENT

    


     

    THIS
      AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) IS DATED AS OF THIS 1st
      DAY OF NOVEMBER, 2007 (THE “EFFECTIVE DATE”), AND IS ENTERED INTO BY AND
      BETWEEN:

     

    EPIR
      Technologies, Inc., a corporation incorporated under the laws of the state
      of
      Illinois and having its main place of business at:

     

    590
      Territorial Drive

    Unit
      B

    Bolingbrook,
      IL 60440

     

    represented
      by:

     

    Sivalingam
      Sivananthan, President

     

    (hereafter
      referred to as “EPIR”), as the first party,

     

    AND

     

    Sun
      Energy Solar, Inc., a company incorporated under the laws of the state of
      Delaware and having its main place of business at:

     

    6408
      Parkland Drive

    Suite
      104

    Sarasota,
      Florida 34243

     

    represented
      by:

     

    Carl
      Smith, Chief Executive Officer

     

    (hereafter
      referred to as “SESI”), as the second party,

     

    Jointly
      referred to hereafter as the “Parties” and referred to severally as a
“Party”.

     

    PREAMBLE

     

    Whereas,
      EPIR will develop New Technologies and Energy Products (as those terms are
      defined herein) that are, or will be, identified and defined by a Technology
      Development Board (“TDB”) which will be constituted by the Parties as set forth
      in Exhibit A of this Agreement;

     

    Whereas,
      subject to the terms and conditions herein, EPIR will develop the necessary
      manufacturing processes for the Energy Products;

     

    Whereas,
      SESI is developing products that will require the use of Energy Products as
      critical elements thereof and is also developing distribution channels to sell
      Energy Products and SESI Products incorporating Energy Products (as those terms
      are defined herein);

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Whereas,
      SESI will provide Scheduled Payments to EPIR that shall be specifically
      allocated by EPIR to the research, development and creation of mass
      manufacturing for the New Technologies and Energy Products; and

     

    Whereas,
      the Parties intend to collaborate for their mutual benefit and in the interest
      of the market to promote and sell compatible and innovative products and
      solutions to their customers.

     

    NOW
      THE
      PARTIES HERETO AGREE AS FOLLOWS:

     

    
      	
              ARTICLE
                1.  

            	
              DEFINITIONS

            


    

     

    As
      used
      herein the following terms, as including initial capital letters, shall have
      the
      following meanings:

     

    
      	
              1.1.  

            	
              “EPIR”
                shall mean EPIR Technologies, Inc., an Illinois
                corporation.

            


    

     

    
      	
              1.2.  

            	
              “Energy
                Products” shall mean the products that are defined by the TDB, funded by
                SESI and developed by EPIR under this Agreement, including but not
                limited
                to one or more versions of photovoltaic solar cells meeting the Product
                Specifications.

            


    

     

    
      	
              1.3.  

            	
              “Firm
                Purchase Order” is defined in Section
                8.1.6.

            


    

     

    
      	
              1.4.  

            	
              “Forecast”
                is defined in Section 8.1.1.

            


    

     

    
      	
              1.5.  

            	
              “Minimum
                Purchase Commitment” is defined in Exhibit
                C.

            


    

     

    
      	
              1.6.  

            	
              “New
                Technology”, or “New Technologies” when referring to the plural, shall
                mean any and all improvement, development, discovery, computer program,
                device, trade secret, method, know-how, process, technique or the
                like,
                whether or not written or otherwise fixed in any form or medium,
                regardless of the media on which contained, conceived of, created
                or
                reduced to practice during the course of performing this Agreement,
                whether or not patentable or
                copyrightable.

            


    

     

    
      	
              1.7.  

            	
              “Product
                Price Listing” shall mean a price listing for a Product or Energy Product
                in a form substantially as set forth in Exhibit E
                hereof.

            


    

     

    
      	
              1.8.  

            	
              “Product
                Specifications” shall mean, for each Energy Product, characteristics of
                such Energy Product as are agreed to by the TDB.  Such
                characteristics shall include, without limitation, the part number,
                dimensions and minimum performance criteria, in a level of detail
                at least
                sufficient to aid in the marketing, use and sale of the Energy Product
                or
                the SESI Product into which the Energy Product is
                incorporated.  The performance criteria may include, but not be
                limited to, solar to electrical energy conversion rates, operating
                temperature ranges, necessary operating environment parameters, resistance
                to the elements, energy storage capacities, impedance measurements,
                interface with any power or control sources and/or rated voltage
                and
                current outputs.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              1.9.  

            	
              “RMA”
                is defined in Exhibit G.

            


    

     

    
      	
              1.10.  

            	
              “Scheduled
                Payments” shall mean the payments listed in
                Exhibit A-1.

            


    

     

    
      	
              1.11.  

            	
              “SESI”
                shall mean Sun Energy Solar, Inc., a Delaware
                corporation.

            


    

     

    
      	
              1.12.  

            	
              “SESI
                Products” shall mean products manufactured by SESI or on SESI’s behalf,
                which incorporate one or more Energy
                Products.

            


    

     

    
      	
              1.13.  

            	
              “TDB”
                shall mean the Technology Development Board, the constitution, duties
                and
                other pertinent aspects of which are set forth in Exhibit A
                hereof.

            


    

     

    
      	
              ARTICLE
                2.  

            	
              SCOPE
                OF AGREEMENT

            


    

     

    The
      scope
      of this Agreement is to: (i) establish the general, technical and business
      rules
      of the relationship between the Parties; (ii) define the strategic intent and
      purposes of the Agreement; and (iii) set forth the respective obligations of
      the
      Parties under this Agreement.  Each Schedule and/or Exhibit to this
      Agreement contains important representations and obligations of the Parties
      and
      forms an integral part of this Agreement.  Any and all Schedules
      and/or Exhibits to this Agreement are incorporated into this Agreement by this
      reference.

     

    
      	
              ARTICLE
                3.  

            	
              TERM
                AND TERMINATION

            


    

     

    
      	
              3.1.  

            	
              Term.  This
                Agreement is effective on the Effective Date and shall expire on
                the 31st
                day of October, 2017 (“Initial Term”), unless terminated earlier according
                to the provisions of this Article.  Upon the expiration of the
                Initial Term, this Agreement shall automatically renew for subsequent
                one
                (1) year periods (each a “Renewal Term”) unless terminated, in writing, by
                a duly authorized representative of Each Party, at least one hundred
                and
                eighty (180) days prior to the expiration of the Initial Term or
                the
                then-current Renewal Term.  The Initial Term, together with the
                Renewal Terms (if any), are referred to in this Agreement as the
                “Term”.

            


    

     

    
      	
              3.2.  

            	
              Voluntary
                Termination.  Either Party may terminate this Agreement with
                one year’s advance written notice to the other
                Party.

            


    

     

    
      	
              3.3.  

            	
              Termination
                for Cause.  Either Party may terminate this Agreement for
                cause if the other Party fails to cure its material breach of the
                Agreement.  To terminate under this section, the nonbreaching
                party shall give notice to the breaching party of the breach, in
                such
                detail that the breaching party will be able to identify the nature
                of the
                breach.  Except with respect to a failure to make a payment
                required under this Agreement, the breaching party will then have
                three
                months from the date of such notice to cure the breach to the nonbreaching
                party’s reasonable satisfaction.  If the breach is a failure to
                make a payment required under this Agreement, the breaching party
                will
                have five (5) business days from the date of receipt of such notice
                to make payment of the full amount due.  If the breaching party
                fails to cure the breach to the nonbreaching party’s reasonable
                satisfaction within the applicable cure period, the nonbreaching
                party may
                terminate the agreement immediately upon further notice to the breaching
                party.  The failure of SESI to make any Scheduled Payment, to
                pay for Energy Products ordered by SESI, or to make any other payment
                required under this Agreement, shall be deemed to be a material breach
                of
                this Agreement.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4.  

            	
              Termination
                for Force Majeure.  Upon the occurrence of any of the events
                listed in Article 20, such that a period of nonperformance of the
                nonterminating party for reasons of Force Majeure exceeds ninety
                (90) calendar days, either party may immediately terminate this
                Agreement upon written notice to the nonterminating
                party.

            


    

     

    
      	
              3.5.  

            	
              Effects
                of Termination.  Scheduled Payments which were due to be
                paid to EPIR prior to the effective date of termination shall continue
                to
                be due to EPIR, and SESI shall have no obligation to pay Scheduled
                Payments which would have fallen due after the effective date of
                termination.  Except in the event of EPIR’s termination for
                SESI’s material breach, EPIR shall process in the ordinary course of
                business all Firm Purchase Orders confirmed by EPIR prior to receipt
                of
                the written notice of termination, and EPIR shall have no further
                obligation to supply Energy Products to SESI.  Termination of
                this Agreement shall not excuse SESI from making payment of any amount
                owed to EPIR, including payments for Energy Products shipped by EPIR
                prior
                to the effective date of
                termination.

            


    

     

    
      	
              3.6.  

            	
              Survival.  Upon
                termination or expiration of this Agreement, all rights and obligations
                of
                the Parties which, by their nature, must survive the expiration or
                termination of this Agreement to give effect to their intent shall
                so
                survive, including without limitation, the provisions
                of:

            


    

     

    Article
      3, Section 3.6, effects of
      termination;

    Article
      3, Section 3.7,
      survival;

    Article
      16, relating to
      indemnification;

    Article
      18, relating to intellectual
      property; and

    Article
      19, relating to the
      Confidential Information of either party.

    


     

    
      	
              ARTICLE
                4.  

            	
              LEGAL
                POSITION OF THE PARTIES

            


    

     

    
      	
              4.1.  

            	
              Public
                Announcements.  Upon execution of the Agreement by both
                Parties, SESI will be authorized to make public announcements about
                the
                relationship and the activities of the Parties under this
                Agreement.  Any and all public announcements made by SESI will
                be reviewed and approved by EPIR prior to their release.  The
                initial public announcement by SESI will include the following
                statements:

            


    

     

    “Sun
      Energy Solar, Inc. has formed an alliance with EPIR
      Technologies, Inc.  The Parties are working together to develop
      enhanced photovoltaic (PV) solar cells, materials research for advanced
      excapsulates, interconnects associated with PV solar cells, and cost effective
      manufacturing of PV materials that can be seamlessly integrated into higher
      efficiency renewable solar systems.  Using novel technologies in the
      field of fabrication of semiconductor epitaxial layers onto custom composite
      substrates and deposition processes, the Parties aim to have the
      state-of-the-art renewable energy products available for mass distribution
      within 12-24 months.”

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Upon
      execution of the Agreement by both Parties, EPIR will be authorized to publicly
      announce the relationship and the activities of the Parties under this
      Agreement.  Any and all public announcements made by EPIR will be
      reviewed and approved by SESI prior to their release.  The initial
      public announcement by EPIR will include the following statements:

     

    “EPIR
      Technologies, Inc. has formed an alliance with Sun Energy Solar, Inc.
      to develop and distribute products using novel technologies in the field of
      fabrication of semiconductor epitaxial layers onto custom composite substrates
      and deposition processes for enhanced photovoltaic (PV) solar cells, materials
      research for advanced encapsulates and interconnects associated with PV solar
      cells and cost effective manufacturing of PV solar cells that can be seamlessly
      integrated into higher efficiency solar systems.  Using novel
      technologies in the field of fabrication of semiconductor epitaxial layers
      onto
      custom composite substrates and deposition processes, the Parties aim to have
      the state-of-the-art renewable energy products available for mass distribution
      within 12-24 months.”

     

    
      	
              4.2.  

            	
              Independent
                Contractors.  In performing their duties under this
                Agreement, the relationship between SESI and EPIR shall be that of
                independent contractors. The Parties to this Agreement shall not
                be
                considered partners, joint venturers, agents or legal representatives
                of
                each other for any purpose, nor shall either Party accept contractual
                or
                other legal commitments (for or on behalf of the other Party) with
                regard
                to third parties.

            


    

     

    
      	
              4.3.  

            	
              No
                Affirmative Obligation.  Nothing in this Agreement shall be
                construed as creating any obligation on the part of either Party
                to enter
                into any business relationship with any party other than the Parties
                specifically identified herein.

            


    

     

    
      	
              ARTICLE
                5.  

            	
              OBLIGATIONS
                OF EPIR

            


    

     

    Subject
      to the terms and conditions of this Agreement, EPIR will: (i) use commercially
      reasonable efforts to develop Energy Products using New Technologies that will
      be identified and defined by the TDB, using the procedure set forth in Exhibit
      B
      hereof; (ii) use commercially reasonable efforts to supply Energy Products
      using
      New Technologies in quantities that are consistent with SESI’s forecasted demand
      under this Agreement; (iii) support SESI’s efforts in the marketing and
      promotion of the SESI Products; (iv) refer any and all inquires for purchase
      of
      the Energy Products or SESI Products received from third parties to SESI; and
      (v) inform SESI of any inquiries received by EPIR from third parties who or
      are
      interested in engaging EPIR to develop photovoltaic solar cells and related
      technologies.

     

    
      	
              5.1.  

            	
              Development.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              5.1.1.  

            	
              EPIR
                will use commercially reasonable efforts to develop Energy Products
                using
                the New Technologies that are identified and approved by the TDB
                under the
                terms and conditions of this Agreement.  The TDB must develop
                Product Specifications for an Energy Product prior to EPIR being
                obligated
                to supply such Energy Product.

            


    

     

    
      	
              5.1.2.  

            	
              Notwithstanding
                anything to the contrary in this Agreement, EPIR shall not be required
                to
                undertake any research or development work under this Agreement that
                would
                not be fully funded by Scheduled Payment received by EPIR prior to
                the
                commencement of such work.

            


    

     

    
      	
              5.2.  

            	
              Marketing
                Support.  Upon execution of this Agreement, EPIR shall
                appoint a marketing contact (“EPIR’s Marketing Contact”), who is named in
                Exhibit A-2 (“Company Contacts”) (which is attached hereto and forms an
                integral part of this Agreement), to support the relationship of
                the
                Parties established in this
                Agreement.

            


    

     

    
      	
              5.2.1.  

            	
              The
                TDB shall determine a fair and reasonable quantity of samples to
                be
                provided by EPIR to SESI for sales and marketing purposes.  The
                TDB shall define the terms and conditions for the provision of such
                samples, including the cost obligations of the parties in connection
                with
                the samples.

            


    

     

    
      	
              5.2.2.  

            	
              EPIR
                shall provideSESI with the user and maintenance documentation for
                the
                Energy Products within thirty (30) days of any written request by
                SESI to
                obtain such documentation.

            


    

     

    
      	
              5.2.3.  

            	
              Through
                the TDB, EPIR shall keep SESI informed of any modifications and/or
                upgrades of the Energy Products which may be required after EPIR
                has
                provided either documentation or a prototype to SESI, as per Section
                5.1.1
                and 5.1.2 above.

            


    

     

    
      	
              5.2.4.  

            	
              EPIR
                will invite SESI representatives to attend any events that showcase
                the
                Energy Products.

            


    

     

    
      	
              5.2.5.  

            	
              EPIR
                shall allow SESI, upon written request by SESI, to develop collateral
                materials that include technical photographs and/or video footage
                of the
                EPIR facility.  EPIR shall have the sole right to approve or
                disapprove any and all collateral materials, such approval not to
                be
                unreasonably withheld.  SESI hereby grants and agrees to grant
                EPIR a perpetual, non-exclusive, irrevocable, royalty-free license
                to
                reproduce, distribute, make derivative works of, display and otherwise
                use
                any collateral materials developed by SESI relating to the Energy
                Products
                or New Technologies.

            


    

     

    
      	
              5.3.  

            	
              Technical
                Support.  Upon execution of this Agreement, EPIR shall
                appoint a technical contact (“EPIR’s Technical Contact”) who is named in
                Exhibit A-2 to support this
                Agreement.

            


    

     

    
      	
              5.3.1.  

            	
              Upon
                SESI’s reasonable request, EPIR shall provide technical assistance to
                SESI
                to support the integration of the Energy Products into SESI Products,
                packages, systems and solutions and the migration to the next generations
                of SESI Products.  EPIR shall provide technical assistance to
                SESI at no additional cost for each Energy Product
                developed.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              5.3.2.  

            	
              EPIR
                shall, upon SESI’s reasonable request, provide SESI with training sessions
                that may be required to familiarize SESI with the Energy
                Products.

            


    

     

    
      	
              ARTICLE
                6.  

            	
              OBLIGATIONS
                OF SESI

            


    

     

    SESI
      shall support EPIR’s efforts by: (i) providing the Scheduled Payments that are
      set forth within Exhibit A-1 hereto; (ii) develop distribution channels for
      the
      SESI Products; (iii) integrate, promote, market and sell the Energy
      Products and the SESI Products; and (iv) inform EPIR of any inquiries received
      by SESI from third parties who or are interested in engaging the Parties in
      connection with the development or use of photovoltaic solar cells and related
      technologies.

     

    
      	
              6.1.  

            	
              Scheduled
                Payments.  SESI shall pay EPIR the Scheduled Payments set
                forth in Exhibit A-1 within three (3) days of the dates set forth
                on
                Exhibit A-1 without deduction or setoff.  All such payments
                are non-refundable.  Any payment due under this Section 6.1 not
                received by the dates set forth in Exhibit A-1 shall bear interest
                at the
                lesser of (a) the maximum rate permitted by law, (b) Prime, as reported
                in
                the Wall Street Journal as of the date of the nonpayment, plus 2%,
                or (3)
                1.5% per month on the outstanding balance compounded
                monthly.  Without limiting any other remedy available to EPIR
                under this Agreement or otherwise, EPIR shall have the right to halt
                research and development work during any period in which SESI has
                any
                Scheduled Payments outstanding and past
                due.

            


    

     

    If
      the
      Agreement is extended past the Initial Term in accordance with Article 3
      (Term and Termination), SESI shall continue to make bi-annual Scheduled Payments
      as set forth in Exhibit A-1.  The amount of such payments shall be set
      at the same level as the last Scheduled Payment listed in Exhibit A-1, unless
      otherwise agreed to in writing by the Parties.

     

    
      	
              6.2.  

            	
              Marketing
                And Technical Support.  SESI shall appoint a marketing
                contact (“SESI’s Marketing Contact”) and a technical contact (“SESI’s
                Technical Contact”) to support the relationship established in this
                Agreement.

            


    

     

    
      	
              6.2.1.  

            	
              SESI
                shall use commercially reasonable efforts to effectively promote
                and
                market the Energy Products and the SESI Products.  SESI shall
                attain the annual sales goals developed by the TDB for each Energy
                Product
                and SESI Product.

            


    

     

    
      	
              6.2.2.  

            	
              Upon
                EPIR’s reasonable request, SESI shall provide technical support to EPIR
                with respect to the development of the Energy Products.  Said
                technical support shall be limited to the dimensions, features and
                aesthetic conditions that may be required to sell the SESI Products
                and
                the Energy Products.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2.3.  

            	
              Through
                the TDB, SESI shall keep EPIR properly informed of any modifications
                and/or upgrades to Energy Products that may be necessary to satisfy
                a
                large customer’s purchase
                requirements.

            


    

     

    
      	
              6.2.4.  

            	
              SESI
                shall train its sales force and distribution channels on the Energy
                Products using training materials that are mutually agreeable to
                the
                Parties.  All costs and expenses arising from SESI’s employees’
                participation in such trainings shall be paid by
                SESI.

            


    

     

    
      	
              6.2.5.  

            	
              SESI
                shall conduct, and shall cause its employees to conduct, its marketing
                obligations in a manner that will reflect favorably on the Energy
                Products
                and on the goodwill and reputation of SESI and EPIR.  SESI shall
                take all action necessary to prevent and avoid deceptive, misleading
                or
                unethical practices.

            


    

     

    
      	
              6.2.6.  

            	
              SESI
                shall provide any required maintenance of an Energy Product after
                the
                expiration of the EPIR warranty set forth in Exhibit
                G.

            


    

     

    
      	
              6.2.7.  

            	
              SESI
                shall be responsible for the integration of the Energy Products into
                SESI
                Products.

            


    

     

    
      	
              6.3.  

            	
              Promotion.  SESI
                shall promote the Energy Products and the SESI
                Products.  Following are channels that SESI shall utilize to
                promote the Energy Products and the SESI
                Products:

            


    

     

    Newspapers
      (articles & paid
      advertisements)

    Magazines
      (trade &
other)

    Video
      News Releases

    Trade
      associations

    Trade
      shows and
      exhibitions

    SESI’s
      Web site

    SESI’s
      show rooms

    SESI
      press releases

    Other
      mutually approved
      medias

    


    Nothing
      in this Agreement shall in any way limit EPIR’s right, in its sole discretion,
      to also market and promote the New Technologies and Energy Products, subject
      to
      the exclusivity grant in Section 7.1 below.

     

    
      	
              ARTICLE
                7.  

            	
              PURCHASE
                AND SUPPLY OF PRODUCT

            


    

     

    
      	
              7.1.  

            	
              Grant
                Of Exclusivity, Obligation To Supply Energy
                Products.  Subject to the terms and conditions of this
                Agreement, during the Term SESI agrees to purchase its photovoltaic
                solar
                cells exclusively from EPIR, unless the TDB determines that photovoltaic
                solar cells are not compatible with a particular SESI product
                offering.  EPIR agrees to supply photovoltaic solar cells
                exclusively to SESI.  Notwithstanding the foregoing, if SESI
                fails to meet any annual sales goals established by the TDB, then,
                upon
                thirty (30) days’ written notice to SESI, EPIR shall be relieved of its
                exclusive supply obligation.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2.  

            	
              Obligation
                to Supply.  Subject to the terms and conditions of this
                Agreement, EPIR shall supply SESI with Energy Products ordered by
                it in
                accordance with this Agreement; provided, however, that
                EPIR’s obligation to supply Energy Products to SESI shall take effect
                only
                after (i) the Parties have agreed upon SESI’s funding for
                establishing EPIR’s manufacturing facilities, and (ii) the Parties
                establish SESI’s Minimum Purchase Commitment, as described in Exhibit
                C.  Once these conditions have been met, EPIR shall use
                commercially reasonable efforts to deliver the quantities of Energy
                Products set forth in SESI’s Forecast, subject to the terms and conditions
                of this Agreement.

            


    

     

    
      	
              7.3.  

            	
              Inspection
                And Certification.  SESI shall be responsible for the
                inspection and certification of any and all Energy Products received
                from
                EPIR.

            


    

     

    
      	
              7.3.1.  

            	
              SESI
                shall inspect each shipment of Energy Products from EPIR in order
                to
                confirm that the quantities and types of Energy Products received
                by SESI
                correspond exactly with the quantities and types of Energy Products
                that
                were ordered.

            


    

     

    
      	
              7.3.2.  

            	
              SESI
                shall certify each shipment of Energy Products from EPIR in order
                to
                confirm that the Energy Products are free from defects in material
                and
                workmanship upon delivery.

            


    

     

    
      	
              7.3.3.  

            	
              SESI
                shall notify EPIR, in writing, within ten (10) business days from
                the date
                of receipt of Energy Products by SESI if there is any discrepancy
                between
                the type and quantities of Energy Products ordered versus the types
                and
                quantities of Energy Products
                delivered.

            


    

     

    
      	
              7.3.4.  

            	
              SESI
                shall notify EPIR, in writing, within thirty (30) business days from
                the date of receipt of Energy Products by SESI if there is a material
                defect in material and/or workmanship of any Energy Product delivered
                such
                that the Energy Product does not comply with the EPIR warranty set
                forth
                in Exhibit G.

            


    

     

    
      	
              7.4.  

            	
              Packaging. EPIR
                shall ship Energy Products to SESI in packaging that will adequately
                protect the Energy Products from damage that may be caused during
                normal
                transit.

            


    

     

    
      	
              ARTICLE
                8.  

            	
              FORECASTS,
                ORDERS, AND CAPACITY

            


    

     

    
      	
              8.1.  

            	
              Forecasts,
                Order Limits And
                Capacity.

            


    

     

    
      	
              8.1.1.  

            	
              No
                later than the first day of each calendar month during the Term,
                SESI
                shall provide a good faith written rolling forecast by month to EPIR
                (“Forecast”).  Said Forecast shall outline the quantities and
                types of Energy Products that SESI expects to purchase in each month
                during the subsequent 12-month period.  The quantities of Energy
                Products for the first six calendar months of each Forecast will
                be
                firm.  The quantities of Energy Products for the remaining six
                months in each Forecast will be non-binding good faith estimates
                for
                planning purposes only.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              8.1.2.  

            	
              In
                the event that SESI recognizes that the non-binding portion of a
                Forecast
                that has been submitted is substantially inaccurate, SESI shall submit
                a
                revised Forecast as quickly as possible.  EPIR shall not be
                obligated to supply Energy Products in excess of the quantity contained
                in
                the then-current binding Forecast.

            


    

     

    
      	
              8.1.3.  

            	
              Subject
                to the terms and conditions of this Agreement, EPIR shall use commercially
                reasonable efforts to fulfill a Firm Purchase Order within ten
                (10) days of the delivery date set forth in the Firm Purchase
                Order.

            


    

     

    
      	
              8.1.4.  

            	
              Notwithstanding
                anything to the contrary in this Agreement, EPIR agrees to use
                commercially reasonable efforts to increase the production of Energy
                Products if it becomes apparent based on SESI’s Forecasts  that
                SESI’s demand for the Energy Products will exceed EPIR’s capacity to
                produce the Energy Products.  The parties understand and agree
                that EPIR’s efforts to increase such production may be constrained by the
                Parties’ ability to attract additional sources of funding apart from the
                Scheduled Payments listed in Exhibit
                A-1.

            


    

     

    
      	
              8.1.5.  

            	
              SESI
                shall notify EPIR in writing at least ninety (90) days in advance
                of any
                significant increases in demand that SESI anticipates and shall amend
                its
                Forecast to reflect such anticipated change.  SESI expects that
                demand for the Products shall increase steadily over the Term as
                certain
                regulatory approvals to sell the Products are obtained, and as the
                distribution channels evolve and
                mature.

            


    

     

    
      	
              8.2.  

            	
              Purchase
                Orders.

            


    

     

    
      	
              8.2.1.  

            	
              SESI
                shall order Energy Products by submitting purchase orders to EPIR
                specifying the quantity and type of Energy Products ordered and the
                requested delivery date, which date must be at least sixty (60) days
                after the date of the Purchase Order (each, a “Purchase
                Order”).  SESI must submit Purchase Orders for delivery in each
                calendar month for at least that number of Energy Products that are
                forecasted for delivery in the binding portion of the Forecast for
                such
                month.  The Purchase Orders shall be signed or otherwise
                authorized by an authorized representative of SESI.  Within ten
                (10) business days after the receipt of a Purchase Order, EPIR shall
                provide a confirmation of receipt of such Purchase Order setting
                forth the
                delivery date that EPIR will meet, which date may not be more than
                thirty
                (30) days after the requested delivery date set forth in SESI’s
                Purchase Order.  EPIR may accept a portion of a Purchase Order
                to the extent the quantity of Energy Products ordered exceeds the
                amount
                Forecast for delivery in the applicable month.  Upon SESI’s
                receipt of the confirmation, such Purchase Order shall become a “Firm
                Purchase Order.”  No Purchase Order shall be binding on EPIR
                until it becomes a Firm Purchase
                Order.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2.2.  

            	
              SESI
                may modify or cancel a Firm Purchase Order only after obtaining EPIR’s
                written consent to such cancellation.  In the event that SESI
                modifies or cancels a Firm Purchase Order without EPIR’s written consent,
                EPIR shall be entitled to charge SESI the following amounts for ordered
                and canceled Energy Products: (i) the established price of the finished
                Energy Products (which shall be delivered to SESI), and (ii) a fee
                equal
                to that portion of EPIR’s cost for manufacturing the partially
                manufactured Energy Products (which shall be delivered to SESI if
                SESI
                requests) which had been actually sustained by EPIR as of the date
                EPIR is
                notified of the modification or cancellation plus 10% (together,
                the“Cancellation Fee”).  To the extent of any conflict between
                statements made in the Purchase Orders submitted by SESI and this
                Agreement, this Agreement shall
                control.

            


    

     

    
      	
              ARTICLE
                9.  

            	
              PRICE
                

            


    

     

    
      	
              9.1.  

            	
              Purchase
                Price Of The
                Products.

            


    

     

    
      	
              9.1.1.  

            	
              The
                price to be paid by SESI to EPIR for any and all Energy Products
                shall be
                determined in accordance with Exhibit D
                hereto.

            


    

     

    
      	
              9.1.2.  

            	
              [Reserved.]

            


    

     

    
      	
              9.1.3.  

            	
              Within
                sixty (60) days from the date that a Energy Product is available
                to sell,
                EPIR shall provide SESI with a Product Price Listing in a form set
                forth
                in Exhibit E hereto.  The Product Price Listing will include
                pertinent Energy Product information including, but not limited to
                the
                following: part number, dimensions, and basic performance
                data.  EPIR shall provide an updated Product Price Listing to
                SESI within thirty (30) days from the date that any new pricing becomes
                available.

            


    

     

    
      	
              9.1.4.  

            	
              At
                SESI’s reasonable request, EPIR shall provide any and all data necessary
                to audit the pricing of Energy
                Products.

            


    

     

    
      	
              ARTICLE
                10.  

            	
              SHIPMENT
                AND INVOICING

            


    

     

    
      	
              10.1.  

            	
              Delivery
                Terms And Partial Shipments.  EPIR shall ship Energy
                Products to SESI via UPS Ground at SESI’s expense.  SESI shall
                provide EPIR with its UPS account information whereby all shipments
                from
                EPIR to SESI shall be billed.  The Products shall be delivered
                to SESI’s Sarasota, Florida location or to the location designated by SESI
                in the corresponding Purchase Order.  Energy Products shall
                remain the responsibility of EPIR until they are picked up by UPS,
                and
                title to and risk of loss for the Energy Products shall pass to SESI
                upon
                EPIR’s delivery to UPS.  EPIR shall ensure that the proper
                amount of insurance covering damage or loss to the Products during
                shipping is assessed to each shipment, and insurance charges shall
                be paid
                by SESI.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    If,
      in
      the Purchase Order confirmation, EPIR indicates expected dates for shipment
      that
      would result in partial shipments, SESI may request, within five (5) days of
      SESI’s receipt of EPIR’s notice of partial shipments that EPIR hold delivery
      until shipment is complete.  If no such request is received, EPIR may
      ship in accordance with the Purchase Order confirmation and SESI will be deemed
      to have agreed to accept the partial shipments.

     

    
      	
              10.2.  

            	
              Exporter
                Of Record.  SESI shall be the exporter of record for any
                Energy Product shipped out of the United States, as SESI remains
                the owner
                of such Energy Product. SESI warrants that all shipments of any Energy
                Product exported from the United States will be made in compliance
                with
                all applicable United States export laws and regulations and all
                applicable import laws and regulations into the country of
                deportation.

            


    

     

    
      	
              10.3.  

            	
              Export
                Costs And Documents.  SESI shall be responsible for any
                costs applicable to the exportation of Energy Product from the United
                States.  SESI shall select and pay the freight forwarder who
                shall solely be SESI’s agent. SESI and its freight forwarder shall be
                responsible for preparing and filing documents such as the Shipper’s
                Export Declaration and any other applications required for the export.
                EPIR shall cooperate with SESI by providing reasonable assistance
                in
                preparing and filing any necessary documents to support SESI’s import and
                export applications.

            


    

     

    
      	
              10.4.  

            	
              Foreign
                Corrupt Practices Act.  SESI acknowledges it is not the
                agent of EPIR and represents and warrants that it has not, and covenants
                that it will not, pay anything of value to any government employee
                in
                connection with the resale, if any, of the Energy Products or the
                sale of
                the SESI Products.

            


    

     

    
      	
              10.5.  

            	
              Energy
                ProductEnergy Product and Services Payment Terms.  EPIR
                shall invoice SESI for each Energy Product that is purchased and
                delivered
                under this Agreement.  The stated due date of each such invoice
                shall be within thirty (30) days following the date of SESI’s receipt of
                the invoiced Energy Product.  EPIR shall also invoice SESI for
                any additional amounts owed, including but not limited to, amounts
                owed
                for private labeling, customization of product, facility expenses,
                labor
                expenses, and any other EPIR service expenses (if any) on a monthly
                basis,
                in arrears, which invoices shall set forth in reasonably specific
                detail
                the description of the costs therefor. SESI shall pay all amounts
                invoiced
                on or before the stated due date of the applicable invoice, provided
                that
                on the date of such invoice EPIR shall have (a) sent by facsimile
                such invoice to SESI to such facsimile number as most recently requested
                in writing by SESI for such purpose, and (b) deposited the original
                of such invoice in the United States mail, first class postage prepaid
                and
                addressed to SESI at such address as most recently requested in writing
                by
                SESI for such purpose.  Payments shall be made in U.S. dollars
                by check delivered to EPIR, or by wire transfer. Each invoice shall
                be
                payable by SESI in accordance with the terms noted
                above.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Any
      payment due under this Section 10.5 not received within the times noted above
      shall bear interest at the lesser of (a) the maximum rate permitted by law,
      or (b) 1.5% per month on the outstanding balance compounded
      monthly.

     

    
      	
              10.6.  

            	
              Default
                In Payment Obligations.  In addition to all other remedies
                available to EPIR in the event of a SESI default, if SESI fails to
                make
                payments as required of amounts due under this Agreement (other than
                amounts contested by SESI in good faith), EPIR may suspend Energy
                Product
                shipments to SESI until the amount due (other than
                amounts contested by SESI in good faith) is paid in full, revoke
                the
                foregoing terms of payment, place the SESI account on a letter of
                credit
                basis, and/or require prepayment for any and all future shipments
                of
                Product until the balance of any and all unpaid invoices (other than
                amounts contested by SESI in good faith) is paid in
                full.  Failure by SESI to make payment for amounts due shall be
                cause for termination of the Agreement pursuant to Section 3.4, and
                repeated failures to make payment for invoiced amounts when due shall
                be a
                material breach of this Agreement by
                SESI.

            


    

     

    
      	
              ARTICLE
                11.  

            	
              ACCEPTANCE
                OF ENERGY PRODUCT 

            


    

     

    
      	
              11.1.  

            	
              Energy
                Product Conformity.  Within thirty (30) days following the
                date of SESI’s receipt of a Energy Product, SESI shall have the right to
                determine whether the Energy Product conforms to the Product
                Specifications established by the TDB for such Energy
                Product.  EPIR and SESI shall comply with the quality control
                procedures set forth in Exhibit F hereto.  Notwithstanding the
                foregoing, if SESI has conducted a mutually agreed upon standard
                testing
                procedure on three (3) separate units of the Energy Product in question,
                and if all three of the tested units of the Energy Product fail to
                meet
                the Product Specifications, then SESI may in good faith request in
                writing, within the time period specified in Section 7.2.4, an
                additional time to perform additional testing.  Upon such
                request, such period shall be extended for fourteen (14) days so
                that SESI
                may perform such additional
                testing.

            


    

     

    
      	
              11.1.1.  

            	
              If
                SESI fails to notify EPIR within thirty days, as extended by the
                fourteen-day period for additional testing (if so indicated) by Section
                11.1 above, that any Product or Energy Product does not conform to
                its
                Product Specifications, then SESI shall be deemed to have accepted
                such
                Energy Product and waived its right to revoke
                acceptance.

            


    

     

    
      	
              11.1.2.  

            	
              If
                SESI believes any Energy Product does not conform to its Product
                Specifications, it shall give written notice to EPIR specifying the
                manner
                in which such Product or Energy Product fails to meet the Product
                Specifications.   If EPIR agrees with SESI’s assessment,
                EPIR shall repair, replace or refund the defective Energy Product
                according to it obligations under the Energy Product
                warranty.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              11.1.3.  

            	
              If
                the Parties dispute whether any Product is conforming or non-conforming,
                the disputed Product will be submitted to a mutually acceptable laboratory
                or consultant for resolution, whose determination of conformity or
                non-conformity, and the cause thereof of non-conformity, shall be
                binding
                upon the Parties. The non-prevailing party shall bear the costs of
                such
                laboratory or consultant.

            


    

     

    
      	
              11.2.  

            	
              Remedies
                For Non Conforming Energy
                Product.

            


    

     

    
      	
              11.2.1.  

            	
              In
                the event EPIR agrees or a mutually acceptable laboratory or consultant
                selected pursuant to Section 11.1.3 finds that any Energy Product
                is
                non-conforming or the laboratory determines that the shipment of
                Energy
                Product is non-conforming, EPIR shall repair, replace or refund such
                non-conforming Energy Product according to its obligations under
                the
                Energy Product warranty.

            


    

     

    
      	
              11.2.2.  

            	
              In
                the event the laboratory determines that the Energy Product is conforming,
                then SESI shall immediately remit full payment for any and all unpaid
                balances for such Energy Product to
                EPIR.

            


    

     

    
      	
              11.2.3.  

            	
              If
                EPIR agrees or a mutually acceptable laboratory or consultant selected
                pursuant to Section 11.1.3 finds the Product or Energy Product is
                non-conforming as a result of being damaged during shipping, then
                EPIR,
                upon SESI’s reasonable request, shall cooperate with SESI in its claim to
                receive compensation for the damaged non-conforming Energy Product
                from
                the shipping company.  SESI bears the risk of loss arising from
                events occurring after EPIR has delivered the Energy Products to
                the
                common carrier at EPIR’s plant.

            


    

     

    
      	
              ARTICLE
                12.  

            	
              PRODUCTION
                OF ENERGY PRODUCTS 

            


    

     

    
      	
              12.1.  

            	
              Production.  EPIR
                shall produce, or shall cause the production of, Energy Products
                in
                accordance with the Product Specifications therefor as established
                and
                defined by the TDB.  Subject to compliance with reasonable rules
                and regulations of EPIR relating to confidentiality, safety and security,
                SESI shall, upon ten (10) days’ advance written notice, have the right to
                tour the facilities directly affecting the production of the Energy
                Products in accordance with the production facility’s standard visitation
                policy.  All information provided to SESI during such inspection
                shall be EPIR’s Confidential Information for the purposes of this
                Agreement.

            


    

     

    
      	
              12.2.  

            	
              Testing.  In
                accordance with the Product Specifications and quality standards
                established by the TDB, and in accordance with the quality assurance
                and
                control procedures set forth in Exhibit F hereto, EPIR shall test
                the
                Energy Products on a regular basis.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              12.3.  

            	
              Permits
                And Licenses.

            


    

     

    
      	
              12.3.1.  

            	
              SESI
                shall have sole responsibility, at its expense, for obtaining all
                permits
                and licenses necessary or required for the sale, resale, marketing
                and
                commercialization of any SESI
                Products.

            


    

     

    
      	
              12.3.2.  

            	
              EPIR
                shall have sole responsibility to obtain and maintain all permits
                and
                licenses required for it to carry out its research, development,
                quality
                control and production obligations
                hereunder.

            


    

     

    
      	
              12.3.3.  

            	
              Each
                party, at the other party’s request, shall provide any information that
                may be required in the preparation and filing of any necessary documents
                to support the requesting party’s applications for permits and
                licenses.

            


    

     

    
      	
              12.4.  

            	
              Regulatory
                Requirements.  Each Party promptly shall notify the other of
                new regulatory requirements of which it becomes aware which are relevant
                to the production of a Energy Product under this Agreement and which
                are
                required by any applicable regulatory authority or other applicable
                laws
                or governmental regulations, and shall confer with each other with
                respect
                to the best means to comply with such requirements. Notwithstanding
                anything to the contrary in this Agreement, EPIR shall be responsible
                for
                its compliance with all regulatory requirements of the United States
                and
                any foreign countries that are applicable to EPIR’s facilities and
                activities in production.

            


    

     

    
      	
              12.5.  

            	
              Changes
                In Manufacturing.

            


    

     

    
      	
              12.5.1.  

            	
              Changes
                to Energy Product Manufacturing.  EPIR agrees to inform SESI in
                writing within thirty (30) days of any development that directly
                affects:
                (a) the production of a Energy Product, (b) the Product Specifications,
                or
                (c) the standard operating procedures used by EPIR in manufacturing
                the
                Energy Products.  Through the TDB, SESI and EPIR will review
                such development or changes in accordance with the quality control
                procedures set forth in Exhibit F.  Any necessary changes to the
                Product Specifications or standard operating procedures will be issued
                by
                the TDB.

            


    

     

    
      	
              12.5.2.  

            	
              Product-Specific
                Changes. If facility, equipment,
                process or system changes are required by EPIR, and such changes
                apply
                primarily to the production and supply of a Energy Product then EPIR
                shall
                allow SESI to review such requirements and changes at least ninety
                (90)
                days in advance so that SESI can make any necessary adjustments to
                its
                manufacturing processes that include the specific Energy Product
                in one or
                more SESI Products.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                13.  

            	
              TRADEMARKS 

            


    

     

    
      	
              13.1.  

            	
              All
                trademarks owned by EPIR (“EPIR Trademarks”) are the sole and exclusive
                property of EPIR and may not be used by SESI without the prior written
                consent of EPIR.

            


    

     

    
      	
              13.2.  

            	
              All
                trademarks owned by SESI (“SESI Trademarks”) are the sole and exclusive
                property of SESI and may not be used by EPIR without the prior written
                consent of SESI.

            


    

     

    
      	
              ARTICLE
                14.  

            	
              REPRESENTATIONS
                AND WARRANTIES 

            


    

     

    
      	
              14.1.  

            	
              Mutual
                Representations.  Each Party hereby represents and warrants
                to the other Party that (a) the person executing this Agreement is
                authorized to execute this Agreement; (b) this Agreement is legal
                and
                valid, and the obligations binding upon such Party are enforceable
                by
                their terms; and (c) the execution, delivery and performance of this
                Agreement does not violate any law or regulation of any court,
                governmental body or administrative or other agency having jurisdiction
                over it.

            


    

     

    
      	
              14.2.  

            	
              EPIR
                Warranties.  EPIR represents and warrants that the developed
                Energy Products shall conform to the Product Specifications, as stated
                in
                Exhibit G.  EPIR warrants that performances of its obligation
                under this Agreement shall not violate any other contract or agreement
                to
                which EPIR is a party.  EPIR represents it shall not knowingly
                utilize information or technology in the development of Developed
                Products
                under this Agreement that EPIR knows may infringe upon the legal
                intellectual property rights of others, including patent
                rights.  EPIR represents and warrants that it has obtained (or
                will obtain prior to producing any Energy Product), and will remain
                in
                compliance with during the Term, all permits, licenses and other
                authorizations (the “Permits”) which are required under federal, state and
                local laws, rules and regulations applicable to the production and
                wholesale of the Energy Products.  EPIR makes no representation
                or warranty with respect to the sale, marketing, distribution or
                use of
                the Energy Products or the SESI Products or to printed materials
                specified
                by SESI or its consignee.  The terms and conditions of the EPIR
                warranty for the Energy Products purchased by SESI hereunder are
                set forth
                within Exhibit G attached hereto and made a part of this Agreement
                by this
                reference.

            


    

     

    
      	
              14.3.  

            	
              Disclaimer
                Of Warranties.  Except for those representations and
                warranties set forth in Sections 14.1, 14.2 and Exhibit G of this
                Agreement, EPIR makes no warranties, written, oral, express or implied,
                with respect to the New Technologies, Energy Products or EPIR’s research
                and development obligations under this Agreement, including its capability
                to develop such New Technologies or Energy Products. ALL OTHER WARRANTIES,
                EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
                OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,
                ARE DISCLAIMED BY EPIR. NO WARRANTIES OF EPIR MAY BE CHANGED UNILATERALLY
                BY ANY REPRESENTATIVES OF EPIR. SESI accepts Energy Products subject
                to
                the terms hereof.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              14.4.  

            	
              SESI
                Warranties.  SESI warrants that it has the right to give
                EPIR any information provided by SESI hereunder, and that EPIR has
                the
                right to use such information for the production of Energy
                Products.  SESI warrants that performances of its obligation
                under this Agreement shall not violate any other contract or agreement
                to
                which SESI is a party.  SESI further warrants that it has
                obtained (or will obtain prior to producing SESI Products), and will
                remain in compliance with during the Term, all permits, licenses
                and other
                authorizations (the “Permits”) which are required under federal, state and
                local laws, rules and regulations applicable to the marketing,
                distribution and sale of the Energy Products and the SESI
                Products.

            


    

     

    
      	
              14.5.  

            	
              Disclaimer
                Of Warranties.  Except for those warranties set forth in
                Section 14.1 and 14.4 of this Agreement, SESI makes no warranties,
                written, oral, express or implied, with respect to the SESI Products
                or
                the sale of the Products.  ALL OTHER WARRANTIES, EXPRESS OR
                IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
                MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
                ARE
                DISCLAIMED BY SESI. NO WARRANTIES OF SESI MAY BE UNILATERALLY CHANGED
                BY
                ANY REPRESENTATIVES OF SESI.

            


    

     

    
      	
              ARTICLE
                15.  

            	
              LIMITATION
                OF LIABILITY, WAIVER OF
                SUBROGATION

            


    

     

    
      	
              15.1.  

            	
              Limitation
                Of Liability.  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
                LIABLE TO THE OTHER FOR LOSS OF USE OR PROFITS OR OTHER COLLATERAL,
                SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING
                BUT NOT
                LIMITED TO THE COST OF A RECALL OR LOST PROFITS, WHETHER SUCH CLAIMS
                ARE
                FOUNDED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE.  The
                foregoing limitation of liability shall not apply to limit a Party’s
                liabilities resulting from its breach of the nondisclosure and publicity
                provisions of Article 19 or the intellectual property provisions
                of
                Article 20.

            


    

     

    
      	
              15.2.  

            	
              Waiver
                Of Subrogation.  All EPIR supplied Energy Products, and
                equipment used by EPIR in the production of Energy Products,
                (collectively, “EPIR Property”), shall at all times remain the property of
                EPIR and EPIR assumes the risk of loss for the EPIR Property, until
                delivery of Energy Products to a common carrier as specified under
                Section 10.1. EPIR hereby waives any and all rights of recovery
                against SESI and its affiliates, and against any of their respective
                directors, officers, employees, agents or representatives, for any
                loss or
                damage to EPIR Property to the extent the loss or damage is covered
                by the
                insurance described in this
                Agreement.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                16.  

            	
              INDEMNIFICATION

            


    

     

    
      	
              16.1.  

            	
              SESI
                Indemnification.  SESI shall indemnify, defend and hold
                harmless EPIR and its affiliates and any of their respective directors,
                managers, members, officers, employees, authorized subcontractors
                and
                agents (collectively the “EPIR Parties”) from and against any and all
                liabilities, obligations, penalties, judgments, disbursements of
                any kind
                and nature, losses, damages, costs and expenses (including, without
                limitation, reasonable attorney’s fees and costs) incurred as a result of
                any claims, demands, actions or other proceedings by unaffiliated
                third
                parties against an EPIR Party (collectively “Claims”), resulting from
                (a) SESI’s possession, sale, offer for sale, importation, use,
                storage, promotion, labeling, marketing or distribution of a Product,
                Energy Product or SESI Product, (b) SESI’s breach of its
                representations or obligations under this Agreement, (c) the
                execution, delivery and performance of this Agreement by SESI conflicting
                with any other agreement of SESI, (d) any claim that the creation,
                manufacture, use, sale, offer for sale, reproduction, display,
                importation, marketing or distribution of Energy Products by EPIR
                in
                accordance with this Agreement, or by SESI, violates the patent,
                trademark, copyright or other proprietary rights of any third party,
                (e) a
                third party allegation of product liability or personal injury arising
                from or relating to a failure of the SESI Products, or (f) the execution,
                delivery and performance of this Agreement by SESI conflicting with
                any
                other agreement of SESI, except to the extent any of the foregoing
                (a) or (d) is caused by the gross negligence or willful
                misconduct of the EPIR Parties or by the breach by EPIR of its
                representations or obligations under this
                Agreement.

            


    

     

    
      	
              16.2.  

            	
              EPIR
                Indemnification.  EPIR shall indemnify, defend and hold
                harmless SESI and its affiliates and any of their respective directors,
                officers, employees, and agents from and against any and all Claims
                resulting from (a) the EPIR Parties’ gross negligence or willful
                misconduct relative to the design, manufacture or storage by EPIR
                of a
                Energy Product, (b) any and all Claims resulting from EPIR’s breach of its
                representations or obligations under this Agreement, or (c) the execution,
                delivery and performance of this Agreement by EPIR conflicting with
                any
                other agreement of EPIR.

            


    

     

    
      	
              16.3.  

            	
              Indemnitee
                Obligations.  A party (the “Indemnitee”) which intends to
                claim indemnification under this Article 16 shall promptly notify
                the
                other party (the “Indemnitor”) in writing of any claim, demand, action, or
                other proceeding in respect of which the Indemnitee intends to claim
                such
                indemnification; provided, however, that failure to provide such
                notice
                within a reasonable period of time shall not relieve the Indemnitor
                of any
                of its obligations hereunder except to the extent the Indemnitor
                is
                prejudiced by such failure. The Indemnitee shall permit, and shall
                cause
                its affiliates, and their respective directors, officers, employees,
                subcontractors and agents to permit, the Indemnitor, at its discretion,
                to
                settle any such action, claim or other matter, and the Indemnitee
                agrees
                to the complete control of such defense or settlement by the Indemnitor.
                Notwithstanding the foregoing, the Indemnitor shall not enter into
                any
                settlement that would adversely affect the Indemnitee’s rights hereunder,
                or impose any obligations on the Indemnitee in addition to those
                set forth
                herein, in order for it to exercise such rights, without Indemnitee’s
                prior written consent, which shall not be unreasonably withheld or
                delayed. No such action, claim or other matter shall be settled without
                the prior written consent of the Indemnitor, which shall not be
                unreasonably withheld or delayed. The Indemnitee, its affiliates,
                and
                their respective directors, officers, employees, subcontractors and
                agents
                shall reasonably cooperate with the Indemnitor and its legal
                representatives in the investigation and defense of any claim, demand,
                action, or other proceeding covered by the indemnification obligations
                of
                this Article 16. The Indemnitee shall have the right, but not the
                obligation, to be represented in such defense by counsel of its own
                selection and at its own expense.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                17.  

            	
              INSURANCE

            


    

     

    
      	
              17.1.  

            	
              SESI
                Insurance.  SESI shall procure and maintain, during the Term
                and for a period one (1) year beyond the end of the Term, Commercial
                General Liability Insurance, including without limitation, product
                liability and contractual liability coverage (the “SESI Insurance”). The
                SESI Insurance shall cover amounts not less than one million dollars
                ($1,000,000) combined single limit and shall be with a reputable
                insurance
                carrier.

            


    

     

    
      	
              17.2.  

            	
              EPIR
                Insurance.  EPIR shall procure and maintain, during
                the Term and for a period of one (1) year beyond the end of the Term,
                Commercial General Liability Insurance, including without limitation,
                product liability and contractual liability coverage (the “EPIR
                Insurance”). The EPIR Insurance shall cover amounts not less than one
                million dollars ($1,000,000) combined single limit and shall be with
                a
                reputable insurance
                carrier.  

            


    

    
       

      
        	
                ARTICLE
                  18.  

              	
                INTELLECTUAL
                  PROPERTY

              


      

       

    

    
      	
              18.1.  

            	
              Definition
                Of Intellectual Property.  For purposes of this Agreement,
                “Intellectual Property” shall mean any invention, innovation, improvement,
                development, discovery, computer program, device, trade secret, method,
                know-how, process, technique or the like, whether or not written
                or
                otherwise fixed in any form or medium, regardless of the media on
                which
                contained and whether or not patentable or copyrightable, and all
                patents,
                trademarks, copyrights and other intellectual property rights related
                thereto.

            


    

     

    
      	
              18.2.  

            	
              Existing
                Intellectual Property.  Except as expressly provided in this
                Agreement or as the Parties may otherwise expressly agree in writing,
                each
                party shall continue to own its Intellectual Property existing as
                of the
                Effective Date or developed or acquired outside the scope of this
                Agreement (each Party’s “Separate Intellectual Property”), without
                conferring any interests therein on the other Party.  Without
                limiting the generality of the preceding sentence, EPIR and SESI
                shall
                retain all right, title and interest arising under the United States
                Patent Act, the United States Trademark Act, the United States Copyright
                Act and all other applicable United States and foreign laws, rules
                and
                regulations relating to the Separate Intellectual
                Property.  Neither Party nor any third party shall acquire any
                right, title or interest in the other Party’s Separate Intellectual
                Property by virtue of this Agreement or otherwise, except to the
                extent
                expressly provided herein.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              18.3.  

            	
              Joint
                Intellectual Property Developed During The Term.  Except as
                the Parties may otherwise agree in writing, all patents, patent
                applications, copyrights (whether registered or unregistered), and
                trademarks (whether registered or unregistered) that are conceived,
                created or reduced to practice by either Party (or by the Parties
                together) during the Term and in the course of performing the Parties’
                obligations under this Agreement (the “Joint Intellectual Property”) shall
                be co-owned equally and jointly (50%/50%) by the Parties hereto and,
                except as expressly limited in this Article 18, each party shall
                have full
                rights to freely exploit, transfer, license or encumber its rights
                in all
                Joint Intellectual Property.  For the avoidance of doubt, “Joint
                Intellectual Property” does not include any unpatented know-how or
                information.

            


    

     

    
      	
              18.4.  

            	
              Prosecution
                of Joint Patent Rights.  All patent applications and patents
                included in the Joint Intellectual Property shall be defined as “Joint
                Patent Rights”.  SESI shall be responsible for the costs of the
                mutual patent filings with respect to all Joint Patent
                Rights.  The decision to file for a patent application that
                would be a Joint Patent Right shall be agreed upon by the TDB, and
                the TDB
                shall select a mutually acceptable patent counsel to file and prosecute
                such patent applications in the name of both Parties.  The
                patent counsel shall be deemed to jointly represent EPIR and SESI
                and
                shall take direction from the TDB.  If SESI fails to pay the
                fees and expenses of the selected patent counsel, the parties agree
                that
                the patent counsel may withdraw from representation of both parties
                in
                matters arising under this Agreement and SESI shall assign to EPIR
                its
                entire right, title and interest in and to the Joint Patent
                Rights.  If SESI desires to abandon a Joint Patent Right, then,
                at least sixty (60) days prior to such Joint Patent Right becoming
                abandoned, SESI will assign its entire right, title and interest
                in such
                Joint Patent Right to EPIR and EPIR may, at EPIR’s sole discretion and
                expense, file or continue prosecution or maintenance of such Joint
                Patent
                Right.  In either such event, upon request from EPIR, SESI will
                execute such documents and perform such acts, at EPIR’s expense, as may be
                reasonably necessary to effect such assignment and permit EPIR to
                file,
                prosecute or maintain such Joint Patent
                Right.

            


    

     

    
      	
              18.5.  

            	
              Licenses
                And Transfers Of Joint Intellectual
                Property.

            


    

     

    
      	
              18.5.1.  

            	
              During
                the Term, neither Party shall grant any license to any third party
                under
                the Joint Intellectual Property without the prior written consent
                of the
                other Party, except that EPIR may grant licenses under the Joint
                Intellectual Property to a contract manufacturer that manufactures
                on
                EPIR’s behalf.

            


    

     

    
      	
              18.5.2.  

            	
              After
                the Term, neither Party shall grant any license under any Joint
                Intellectual Property without the prior written consent of the other
                Party, except that the Parties may grant licenses under the Joint
                Intellectual Property to a contract manufacturer that is manufacturing
                on
                the Party’s behalf.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              18.5.3.  

            	
              Both
                during and after the Term, neither Party shall assign its joint interest
                in any Joint Intellectual Property to any third party without providing
                the other Party with written notice (the “Assignment Notice”) at least
                thirty (30) days prior to the proposed date of such proposed assignment,
                which notice must identify the proposed assignee and the purchase
                price
                such assignee proposes to pay for such Joint Intellectual Property(the
                “Proposed Price”).  Upon receipt of the Assignment Notice, the
                nonassigning Party shall have the option to purchase the assigning
                Party’s
                interest in the Joint Intellectual Property for the Proposed Price,
                which
                option the non-assigning party may exercise, within sixty (60) days
                after
                receiving the Assignment Notice, by providing the assigning Party
                with
                written notice of its desire to exercise the option and paying the
                Proposed Price.  If the nonassigning Party does not exercise
                this option within such period, the assigning Party may assign its
                interest in such Joint Intellectual Property to the third party identified
                in the Assignment Notice at the Assignment Price or any higher
                price.  This Section 18.5.3 shall not apply to a proposed
                assignment of Joint Intellectual Property in connection with a merger,
                change of control, or sale of substantially all the assets of the
                Party’s
                business to which the Joint Intellectual Property
                relate.

            


    

     

    
      	
              18.6.  

            	
              Enforcement
                Of Intellectual Property.  If either Party becomes aware of
                any infringement of any issued Intellectual Property, such Party
                will
                promptly notify the other Party in writing to that effect.  EPIR
                shall have the first exclusive right, but not the obligation, to
                take
                action to obtain a discontinuance of infringement or bring suit against
                such third party to enforce such Intellectual Property and to join
                SESI as
                a party plaintiff.  If EPIR has not taken any such action or
                brought such a suit within a period of ninety (90) days after receiving
                written notice from SESI of such infringement, then SESI shall have
                the
                second exclusive right, but not the obligation, to take such action
                or
                bring such suit, and to join EPIR as a party plaintiff.  If SESI
                does not take such action or bring such suit within ninety (90) days
                after
                the expiration of such period, then neither Party shall take such
                action
                or bring such suit without the written consent of the other
                party.  The Party taking the enforcement action shall be the
                “Enforcing Party” and will bear all the expenses of any such suit
                brought.  The other Party will cooperate with the Enforcement
                Party in any such suit brought against a third party, and will have
                the
                right to consult with the Enforcement Party and to participate in
                and be
                represented by independent counsel in such litigation at its own
                expense.  The Enforcement Party will incur no liability to the
                other Party as a consequence of such litigation or any unfavorable
                decision resulting therefrom; provided, however, that the Enforcement
                Party will not, without the other Party’s prior written consent, enter
                into any settlement or consent decree that requires any payment by
                or
                admits or imparts liability to the other Party.  Any recoveries
                obtained by the Enforcement Party as a result of any proceeding against
                a
                third party infringer of Intellectual Property will be allocated
                as
                follows:

            


    

     

    
      	
               

            	
              (i)

            	
              Such
                recovery will first be used to reimburse each Party for all litigation
                costs in connection with such litigation paid by that
                Party;

            


    

     

    
      	
               

            	
              (ii)

            	
              EPIR
                and SESI will share equally any remaining portion of such recovery
                after
                payment of the amounts specified in clause
                (i).

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              18.7.  

            	
              Disclaimer.  Except
                as otherwise expressly provided herein, nothing contained in this
                Agreement shall be construed or interpreted, either expressly or
                by
                implication, estoppel or otherwise, as: (i) a grant, transfer or
                other
                conveyance by either Party to the other of any right, title, license
                or
                other interest of any kind in any the other Party’s Intellectual Property,
                (ii) creating an obligation on the part of either Party to make any
                such
                grant, transfer or other conveyance or (iii) requiring either Party
                to
                participate with the other Party in any cooperative development program
                or
                project of any kind or to continue with any such program or
                project.

            


    

     

    
      	
              18.8.  

            	
              Confidentiality.  The
                protection of each Party’s Confidential Information is described in
                Article 19.  Any disclosure of information by one Party to
                the other under the provisions of Article 19 shall be treated as the
                disclosing Party’s Confidential Information under this Agreement (subject
                to the exceptions set forth in the Confidentiality
                Agreement).  When the TDB decides that a patent application
                should be prepared and filed, both Parties thereby assent to the
                inclusion
                into the specification thereof of any Confidential Information necessary
                under the United States Patent Law to support the claims of the patent
                application; to the laid open publication of the patent application,
                at a
                time which the TDB in its sole discretion may direct; and to the
                later
                disclosure, if any, of such Confidential Information as may be necessary
                to prosecute the patent application to
                issuance.

            


    

     

    
      	
              ARTICLE
                19.  

            	
              NONDISCLOSURE
                AND PUBLICITY

            


    

     

    
      	
              19.1.  

            	
              Confidentiality.

            


    

     

    (a)           It
      is contemplated that in the course of the performance of this Agreement each
      Party (the “Disclosing Party”) may, from time to time, disclose Confidential
      Information to the other Party (the “Receiving Party”).  “Confidential
      Information” shall be defined as: (a) any information that is specifically
      related to the New Technologies and Energy Products being developed under this
      Agreement; (b) any customer data or market related information; (c) any
      information related to the process of development or manufacture of the New
      Technologies or Energy Products; (d) any information relative to the Schedule
      of
      Payments or to the other terms and conditions of this Agreement; and (e) any
      information or material that is marked as “Confidential” or
“Proprietary”.  In particular, any information disclosed by EPIR to
      SESI relating to the New Technology or Energy Products shall be treated as
      EPIR’s Confidential Information.  Any information disclosed by SESI to
      EPIR relating to SESI Products shall be SESI’s Confidential
      Information.  Notwithstanding the foregoing, “Confidential
      Information” shall not include any information that the Receiving Party can
      demonstrate:

     

    
      	
               

            	
              (i)

            	
              was
                in Receiving Party’s possession prior to disclosure by Disclosing Party
                hereunder;

            


    

     

    
      	
               

            	
              (ii)

            	
              was
                generally known, in the trade or business in which it is practiced
                by
                Disclosing Party, at the time of disclosure to Receiving Party hereunder,
                or becomes so generally known after such disclosure, through no act
                of
                Receiving Party or its employees, agents or independent contractors;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              has
                come into the possession of Receiving Party from a third party who
                is not
                known by Receiving Party to be under any obligation to Disclosing
                Party to
                maintain the confidentiality of such
                information;

            


    

     

    (b)           If
      a particular portion or aspect of Confidential Information becomes subject
      to
      any of the foregoing exceptions, all other portions or aspects of such
      information shall remain subject to all of the provisions of this
      Agreement.

     

    (c)           In
      accordance with the terms and conditions of this Agreement, each Party shall
      maintain in confidence the Confidential Information of the other Party, shall
      not use or grant the use of the Confidential Information of the other Party
      except as expressly permitted hereby, and shall not disclose the Confidential
      Information of the other Party except on a need-to-know basis to such Party’s
      directors, officers and employees to the extent such disclosure is reasonably
      necessary in connection with such Party’s activities as expressly authorized by
      this Agreement.

     

    
      	
              19.2.  

            	
              Third
                Party Disclosure.  Either Party may disclose Confidential
                Information of the Disclosing Party to those affiliates, agents and
                consultants who need to know such information to accomplish the purposes
                of this Agreement (collectively, “Related Parties”), provided,
                however:

            


    

     

    (a)           the
      disclosing party shall be informed of all Related Parties who have access to
      the
      Confidential Information;

     

    (b)           the
      Related Parties shall be advised that such Confidential Information is
      confidential and proprietary to the disclosing party and shall require each
      such
      Related Party to agree to restrictions and obligations at least as strict as
      those set forth herein prior to disclosure of any Confidential Information;
      and

     

    (c)           the
      Party disclosing the other Party’s Confidential Information to the Related
      Parties shall diligently enforce any and all confidentiality agreements with
      Related Parties and shall be responsible and liable for any breach of the
      confidentiality obligations and restrictions on use set forth herein by any
      Related Parties.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              19.3.  

            	
              Litigation
                And Governmental Disclosure.  Each Party may disclose
                Confidential Information hereunder to the extent such disclosure
                is
                reasonably necessary for prosecuting or defending litigation, complying
                with applicable laws, governmental regulations or court orders, provided
                that if a Party is required by law or regulation to make any such
                disclosure of the other Party’s Confidential Information it will, except
                where impractical for necessary disclosures, for example in the event
                of a
                medical emergency, give reasonable advance notice to the other Party
                of
                such disclosure requirement and will use good faith efforts to assist
                such
                other Party to secure a protective order or confidential treatment
                of such
                Confidential Information required to be
                disclosed.

            


    

     

    
      	
              19.4.  

            	
              Limitation
                Of Disclosure.  The Parties agree that information
                concerning this Agreement and the transactions contemplated herein
                shall
                be considered Confidential Information of both Parties and shall
                not be
                disclosed without the prior written consent of the other
                Party.  Notwithstanding the foregoing, either Party may disclose
                this Agreement (a) as may be required by applicable laws, regulations,
                rules or orders, including without limitation the rules and regulations
                promulgated by the United States Securities and Exchange Commission
                and as
                authorized in Section 19.3, and (b) to prospective investors and
                business
                partners conducting due diligence pursuant to customary confidentiality
                agreements, the form of which must be agreed to in writing by the
                Parties
                prior to any disclosure.

            


    

     

    
      	
              19.5.  

            	
              Publicity
                and SEC Filings. The Parties agree that the
                public announcement of the execution of this Agreement shall only
                be by
                one or more press releases mutually agreed to by the Parties. The
                failure
                of a party to return a draft of a press release with its proposed
                amendments or modifications to such press release to the other party
                within five (5) business days of such party’s receipt of such press
                release shall be deemed as such party’s approval of such press release as
                received by such party. Each party agrees that it shall cooperate
                fully
                and in a timely manner with the other with respect to all disclosures
                to
                the Securities and Exchange Commission and any other governmental
                or
                regulatory agencies, including requests for confidential treatment
                of
                Confidential Information of either party included in any such
                disclosure.

            


    

     

    
      	
              ARTICLE
                20.  

            	
              FORCE
                MAJEURE

            


    

     

    
      	
              20.1.  

            	
              Any
                delay in the performance of any of the duties or obligations of either
                Party hereto (except the payment of money), to the extent caused
                by an
                event outside the affected Party’s reasonable control, shall not be
                considered a breach of this Agreement, and unless provided to the
                contrary
                herein, the time required for performance shall be extended for a
                period
                equal to the period of such delay. Such events shall include without
                limitation, acts of God; acts of public enemies; insurrections; riots;
                injunctions; embargoes; labor disputes, including strikes, lockouts,
                job
                actions, or boycotts; fires; explosions; floods; shortages of material
                or
                energy; delays in the delivery of raw materials; acts or orders of
                any
                government or agency thereof or other unforeseeable causes beyond
                the
                reasonable control and without the fault or negligence of the party
                so
                affected. The Party so affected shall give prompt written notice
                to the
                other Party of such cause and a good faith estimate of the continuing
                effect of the force majeure condition and duration of the affected
                party’s
                nonperformance, and shall take whatever reasonable steps are appropriate
                to relieve the effect of such causes as rapidly as possible. If the
                period
                of nonperformance by EPIR because of force majeure conditions exceeds
                ninety (90) calendar days, SESI may terminate this Agreement by
                written notice to EPIR. If the period of nonperformance by SESI because
                of
                force majeure conditions exceeds ninety (90) calendar days, EPIR may
                terminate this Agreement by written notice to
                SESI.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                21.  

            	
              MISCELLANEOUS

            


    

     

    
      	
              21.1.  

            	
              Entire
                Agreement.  Apart from the “Agreement for a Member of
                the Board of Scientific Advisors” executed substantially concurrently
                herewith by SESI and Dr. Sivananthan, this Agreement, as including
                its Exhibits, supersedes and incorporates all prior and contemporaneous
                written and oral negotiations and representations of the Parties
                concerning the subject matter hereof.  This Agreement may not be
                amended except by a further writing signed by both
                Parties.

            


    

     

    
      	
              21.2.  

            	
              No
                Waiver.  The failure of a Party to exercise any right under
                this Agreement shall not amount to a continuing waiver of such
                right.

            


    

     

    
      	
              21.3.  

            	
              Assignment.  This
                Agreement shall be binding upon the administrators, successors and
                permitted assigns of the Parties.  A Party may freely assign the
                rights and duties created by this Agreement as a body to a single
                successor in interest to the entire business of such Party, which
                may in
                turn freely assign all of the rights and duties as a body to a further
                similar successor in interest.  No other assignment under this
                Agreement shall be made without the express prior written permission
                of
                the nonassigning Party.

            


    

     

    
      	
              21.4.  

            	
              Governing
                Law.  This Agreement shall be construed according to the
                laws of the State of Illinois, other than such laws, rules,
                regulations and case law which would result in the application of
                the laws
                of a jurisdiction other than the State of
                Illinois.

            


    

     

    
      	
              21.5.  

            	
              Headings.  Headings
                and subheadings in this Agreement are included solely for convenience
                of
                reference and will not affect the interpretation of, or be considered
                a
                part of, this Agreement.

            


    

     

    
      	
              21.6.  

            	
              Counterparts.  This
                Agreement may be signed in two or more counterparts, each of which
                will be
                deemed an original but all of which will constitute the same
                instrument.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              21.7.  

            	
              Remedies.  Unless
                otherwise expressly provided in this Agreement, all remedies hereunder
                are
                cumulative and in addition to any other remedies provided for by
                law and
                may, to the extent permitted by law, be exercised concurrently or
                separately, and the exercise of any one remedy shall not be deemed
                to
                preclude the exercise of any other
                remedy.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
              21.8.  

            	
              Notices.  All
                notices hereunder shall be delivered by facsimile, and by overnight
                delivery (with signature required) with a reputable overnight delivery
                service, to the following address of the respective
                Parties:

            


    

     

     

    
      	Sun
              Energy Solar, Inc.       	EPIR
              Technologies, Inc.
	6408
              Parkland Drive, Suite 104  	590
              Territorial Drive, Unit B
	Sarasota,
              FL 34243   	Bolingbrook,
              IL 60440
	Fax
              #: 941/ 751-3583 	Fax
              #: 630 771 0204
	Phone
              #: 941/ 751-6800    	Phone
              #: 630 771 0203


    

                                                                                               

    [Signature
      page to follow.]

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

     

    Each
      Party warrants and represents that the person(s) signing this Agreement below
      are the authorized representatives of such party with authority to execute
      this
      Agreement on behalf of such party.  This Agreement will be effective
      and come into force on the Effective Date listed above.

     

    


    
      	SUN
              ENERGY SOLAR, INC.   	 	 	EPIR
              TECHNOLOGIES, INC:	 
	 	 	 	 	 
	 	 	 	 	 
	DATE:   	 	 	DATE:	 
	 	 	 	 	 
	 	 	 	 	 
	
              SIGNATURE:
                /s/

            	 	 	
              SIGNATURE: /s/
                

            	 
	
              NAME:
                CARL
                SMITH       

            	 	 	
              NAME:
                SIVALINGAM
                SIVANANTHAN

            	 
	TITLE:	 	 	
              TITLE:

            	 
	 	 	 	 	 
	WITNESS
              SIGNATURES:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              SIGNATURE
                OF SESI WITNESS      

            	 	 	SIGNATURE
              OF EPIR WITNESS	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	PRINTED
              NAME OF WITNESS 	 	 	PRINTED
              NAME OF WITNESS	 


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    TECHNOLOGY
      DEVELOPMENT BOARD

     

    The
      Technology Development Board (“TDB”) shall consist of four (4) 
individuals.  The members of the TDB will be appointed as
      follows:

     

    
      	
              1.  

            	
              Appointed
                by EPIR (“EPIR Appointed Member”)

            


    

     

    
      	
              2.  

            	
              Appointed
                by EPIR (“EPIR Appointed Member”)

            


    

     

    
      	
              3.  

            	
              Appointed
                by SESI (“SESI Appointed Member”)

            


    

     

    
      	
              4.  

            	
              Appointed
                by SESI (“SESI Appointed Member”)

            


    

     

    Either
      Party may replace either or both members of the TDB that they have
      appointed.  The TDB may act only by unanimous vote or
      consent.

     

    The
      Parties shall co-develop a Technology Development Board Agreement (“the TDB
      Agreement”) that the sitting members of the TDB must sign prior to formally
      joining the TDB.  The TDB Agreement shall be included as an addendum
      to this agreement upon its finalization.

     

    The
      duties of the TDB shall include:

     

    (a)
      define the New Technologies and Energy Products that are to be developed and
      commercialized under this Agreement.

     

    (b)
      establish Product Specifications, including initial target production cost,
      for
      each Energy Product, and appropriate timelines for the development, manufacture
      and subsequent sale of such SESI Product or Energy Product.

     

    (c)
      for
      each Energy Product, establish and define quality control, quality standards
      and
      standard operating procedures.

     

    (d)
      modify, as the TDB deems necessary or desirable, the Product Specifications
      and/or standard operating procedures for any and all Energy Products
      manufactured hereunder.

     

    (e)
      decide, for any invention conceived of or reduced to practice in the course
      of
      carrying out this Agreement, whether patent protection for such invention should
      be pursued, and if so in which countries or regions such protection should
      be
      pursued, or whether such invention should be protected as a trade
      secret.

     

    (f)
      direct the prosecution of any and all resulting patent applications, determine
      which applications or issued patents should be maintained, and determine which
      applications or issued patents should be abandoned for failure to further
      prosecute or should be permitted to lapse for failure to pay governmental
      maintenance fees or annuities.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (g)
      select and appoint patent counsel to protect the invention(s) considered under
      (e) and (f).  Selected counsel shall be deemed to have been jointly
      appointed by EPIR and SESI.

     

    (h)
      except as provided in section 7.1, endeavor, within commercially reasonable
      means to ensure that each project authorized by the TDB for undertaking by
      EPIR
      is sufficiently funded so that anticipated research expenditures during any
      six-month period do not exceed the applicable Scheduled Payment previously
      received by EPIR.  In the event that the TDB determines that EPIR
      shall undertake projects that will cause EPIR’s aggregate research and
      development costs to exceed the aggregate Scheduled Payments received by EPIR
      to
      date, the TDB shall increase the amount of the Scheduled Payments so as to
      fully
      fund the research and development work, and the Parties shall amend Exhibit
      B to
      reflect such changes.

     

    (i)
      establish sales goals for each Energy Product and SESI Product to be marketed
      by
      SESI, which shall include sales goals for each [year] for the [three] year
      period following the introduction of a new SESI Product in the
      marketplace.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A-1

     

    Scheduled
      Payments

     

    SESI
      shall make to EPIR the non-refundable payments set forth below.  The
      Parties understand that the TDB may identify, and EPIR may undertake, research
      and development of additional New Technologies and Energy Products, which are
      not listed in Exhibit B hereto, but that additional capital may be required
      to
      fund such work.  The Parties further understand that mass producing
      the Energy Products in quantities sufficient to satisfy SESI’s commercial demand
      therefor will require funding additional to the payments listed
      below.

    


    SESI
      agrees to provide funding to EPIR based upon the following
      Schedule:

     

    
      	
              Payment

            	
              Date

            
	 	 
	
              $200,000

            	Upon
              execution of this Agreement
	
              $800,000

            	
              The
                later of December 15, 2007 or within ten (10) days of the issuance
                by the
                TDB of a complete Product Specification for at least one Energy
                Product

            
	 	 
	
              $500,000

            	
              April
                1, 2008

            
	
              $500,000

            	
              October
                1, 2008

            
	
              $500,000

            	
              April
                1, 2009

            
	
              $500,000

            	
              October
                1, 2009

            
	
              $500,000

            	
              April
                1, 2010

            
	
              $500,000

            	
              October
                1, 2010

            
	 	 
	
              $500,000

            	
              April
                1, 2011

            
	
              $500,000

            	
              October
                1, 2011

            
	
              $500,000

            	
              April
                1, 2012

            
	
              $500,000

            	
              October
                1, 2012

            
	
              $500,000

            	
              April
                1, 2013

            
	
              $500,000

            	
              October
                1, 2013

            
	
              $500,000

            	
              April
                1, 2014

            
	
              $500,000

            	
              October
                1, 2014

            
	
              $500,000

            	
              April
                1, 2015

            
	
              $500,000

            	
              October
                1, 2015

            
	
              $500,000

            	
              April
                1, 2016

            
	
              $500,000

            	
              October
                1, 2016

            
	
              $500,000

            	
              April
                1, 2017

            
	
              $500,000

            	
              October
                1, 2017, and each April1 and October 1 of each
                contract year thereafter (if
                any).

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A-2

     

    Company
      Contacts

     

    


     

    
      	 	 	 	 	 
	EPIR’s
              Technical Contact:  	 	 	 	 
	 	 	 	
              Printed
                Name

            	 
	 	 	 	
               

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Telephone
              Number	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Email
              address	 
	 	 	 	 	 
	 	 	 	 	 
	SESI’s
              Technical Contact:	 	 	 	 
	 	 	 	Printed
              Name	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Telephone
              Number	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Email
              address	 
	 	 	 	 	 
	 	 	 	 	 
	SESI’s
              Marketing Contact:	 	 	 	 
	 	 	 	Printed
              Name	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Telephone
              Number	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Email
              address	 


    

    
       

      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Technology
      Development Strategy and Procedure

     

    


     

    The
      “Product List” will be formally identified by the Parties as Energy Products
      that will be researched and developed under this Agreement.

     

    Initially,
      the TDB shall produce a “Technology Development Strategy and Roadmap” (TDSR)
      that identifies key technologies to examine, possible application of the
      technologies, cost effective manufacturing strategies for Energy Products using
      the technologies, and concepts for commercialization of the technologies into
      applications with targeted price points for the systems to be
      developed.

     

    A
      key
      exhibit within the TDSR will be a requirements document that specifies core
      technologies that will be developed during the Term, strategic sequencing of
      those technologies, and list of potential products that would be anticipated
      from the core technologies developed. For example, the development of advanced
      encapsulates from zinc oxide which enhance the performance of existing PV
      materials within solar applications would be a candidate for immediate
      development and commercialization while ongoing efforts for higher efficiency
      solar materials continue.

     

    It
      is
      important that, for each Energy Product, the Product Specifications include,
      but
      not be limited to, information specific to New Technology performance criteria,
      product dimensions, and other pertinent data that will be necessary to develop
      the New Technology to standards required to sell the SESI
      Products.  This documentation package must be completed and approved,
      in writing, by the TDB prior to the payment by SESI of the second Scheduled
      Payment.  SESI will pay EPIR an initial payment of $200,000 upon
      execution of this Agreement for the development of the TDSR and for all work
      associated with the development of the Product Specification for the first
      Energy Product.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    “Minimum
      Purchase Commitments”

     

    


     

    Upon
      the
      development of the New Technologies and prior to the mass manufacturing of
      the
      Energy Products, EPIR and SESI shall negotiate, in good faith, a fair and
      reasonable schedule that delineates the quantities of Product that SESI must
      purchase from EPIR (“Minimum Purchase Commitments”).

     

    The
      Parties understand and agree that pertinent market data, competitive product
      analyses, and other relative information must be carefully reviewed in order
      to
      make a fair and reasonable determination as to the quantities to be purchased
      from EPIR by SESI on an annualized basis.  The Parties shall use good
      faith efforts to develop and agree upon a Minimum Purchase Commitment schedule
      by the second anniversary of the Effective Date.

    
 

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    “ENERGY
      PRODUCT PRICING”

     

    EPIR
      and
      SESI agree to establish Energy Product Pricing that is favorable to both EPIR
      and SESI.

     

    Upon
      completion of development of an Energy Product, EPIR agrees to provide to SESI,
      in writing, the projected cost of the Energy Product, without markup, at several
      tiers of mass production.  The projected cost will only include the
      costs specifically associated with the Energy Product, and will be based upon
      GAAP.  Annual audits shall be conducted by a SEC certified auditing
      firm whereby the actual expenses of the Energy Product will be
      determined.

     

    Market
      research shall then be completed by a mutually acceptable, independent and
      expert organization that specializes in establishing price points for such
      products.  Upon receipt of the suggested price points from this
      organization, the Parties agree to develop Energy Product Pricing that will
      be
      equally beneficial and equally profitable to both EPIR and SESI.

     

    The
      Parties agree to abide by the recommendations of the abovementioned independent
      organization as it relates to product pricing.

     

    “SALES
      PERFORMANCE”

     

    SESI
      agrees to cause the sale of any and all Energy Products manufactured by EPIR
      as
      long as the Energy Products meet or exceeds all of the specifications and
      parameters set forth by the TDB within the designated timeframe.

     

    Should
      SESI fail to sell any manufactured Energy Products that meets or exceeds the
      TDB’s specifications, then EPIR has the right to engage a new sales and
      marketing firm to distribute the manufactured Energy Products.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      E

     

    “SAMPLE
      ENERGY PRODUCT PRICE LISTING”

     

    


     

    EPIR
      shall provide a Product Price List to SESI in a format similar to the Sample
      Price List below:

     

    
      	
              Part
                No.

            	
              Description

            	
              Dimensions

            	
              Performance
                Data

            	
              Unit
                Price

            
	
              0000001

            	
              Solar
                Enhancement

            	 	 	
              $x,xxx.xx

            


    

    


     

    EPIR
      shall provide SESI with any and all Product Specifications for any and all
      Energy Products.

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      F

    QUALITY
      ASSURANCE AND QUALITY CONTROL

    


    a.  EPIR
      and
      SESI shall manufacture or cause the Energy Products and SESI Products to be
      manufactured in accordance with any applicable laws.

     

    b.  If
      EPIR
      or SESI obtains information that any of the Energy Products or SESI Products
      or
      any portion thereof is alleged or proven not to perform at the levels specified
      by the TDB within the Product Specifications, then the Party shall notify the
      other Party immediately and both Parties shall cooperate fully regarding the
      investigation and disposition of any such matter.

     

    c.  EPIR
      and
      SESI shall each maintain such traceability records as are sufficient and as
      may
      be necessary to permit a recall or field correction of any SESI Products and
      Energy Products.

     

    d.  In
      the
      event (a) any applicable federal or state regulatory authority should issue
      a
      request, directive or order that any of the SESI Products or Energy Products
      be
      recalled, or (b) a court of competent jurisdiction orders such a recall, or
      (c)
      EPIR or SESI determines that any of the Energy Products or SESI Products
      (respectively) already in commerce present a risk of injury or gross deception
      or is otherwise defective, and that recall of such SESI Products or Energy
      Products is appropriate (a “Recall”), each Party shall give telephonic notice
      (to be confirmed in writing) to the other within twenty-four (24) hours after
      becoming aware of the event.  EPIR and SESI shall mutually determine
      all corrective action to be taken and to implement the Recall.

     

    e.  Product
      Complaints.  SESI and EPIR shall each record any complaints received
      with respect to the SESI Products and Energy Products.

     

    EPIR
      shall promptly provide to SESI written notice of any complaints (and will
      provide copies of any written complaints) received by EPIR with respect to
      any
      Energy Product or SESI Product.

     

    SESI
      shall promptly provide to EPIR written notice of any complaints (and will
      provide copies of any written complaints) received by SESI with respect to
      any
      Energy Product or SESI Product. SESI shall have responsibility for responding
      to
      all complaints, and for promptly providing EPIR with a copy of any responses
      to
      complaints, relating to the SESI Products or Energy Products, including but
      not
      limited to complaints from competitors regarding promotional activities by
      SESI.
      EPIR shall cooperate with SESI to provide any information SESI, in good faith,
      deems necessary to respond to such complaints. EPIR shall have sole
      responsibility at its expense for reporting any complaints relating to the
      Energy Products to any Governmental Authority required, including, but not
      limited to, complaints relating to the manufacture of the Energy Products as
      well as any adverse reports.

     

    f.  SESI
      shall (a) not give any third party purchaser of the SESI Products any guarantee
      or warranty on behalf of EPIR, (b) follow up and investigate customer and
      tampering complaints related to the Products, (c) keep EPIR informed, as
      appropriate, as to the nature, status and resolution of such complaints on
      a
      timely basis with sufficient information to EPIR to investigate such complaints,
      and (d) handle, use and store the Energy Products and SESI Products in
      compliance with Good Manufacturing Practices and Applicable Laws.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    g.  Compliance
      with Applicable Law. Each Party shall use commercially reasonable efforts to
      maintain in full force and effect all necessary licenses, permits and other
      authorizations required by Applicable Law to carry out its duties and
      obligations under this Agreement. Each Party shall comply with all Applicable
      Laws, provided, that SESI shall be solely responsible for compliance with those
      Applicable Laws pertaining to the marketing, promotion, advertisement, sale
      and
      distribution of the SESI Products (including, without limitation, those
      Applicable Laws that apply to documentation and records retention pertaining
      to
      the distribution and use of SESI Products) and EPIR shall be solely responsible
      for compliance with those Applicable Laws pertaining to the manufacturing and
      supply of the Energy Products (including, without limitation, those Applicable
      Laws that apply to documentation and records retention pertaining to the
      manufacture of Energy Products). Without limiting the generality of the
      foregoing, SESI shall not promote the Energy Products for any representations
      not contained in the approved Energy Product Specifications or in any manner
      in
      conflict with the approved labeling and all Applicable Laws. SESI shall store
      and distribute the Energy Products and trade forms in compliance with all
      Applicable Laws. Each Party will cooperate with the other to provide such
      letters, documentation and other information on a timely basis as the other
      Party may reasonably require to fulfill its reporting and other obligations
      under Applicable Laws to applicable regulatory authorities. Except for such
      amounts as are expressly required to be paid by a Party to the other under
      this
      Agreement, each Party shall be solely responsible for any costs incurred by
      it
      to comply with its obligations under Applicable Laws.

     

    h.  Reasonable
      Cooperation. EPIR and SESI each hereby agrees to use commercially reasonable
      efforts to take, or cause to be taken, all actions and to do, or cause to be
      done, all things necessary or proper to make effective the transactions
      contemplated by this Agreement, including such actions as may be reasonably
      necessary to obtain approvals and consents of governmental persons (including,
      without limitation, all notifications).

     

    i.  Compliance
      Audits.  (a) From time to time as EPIR may elect during the Term (but
      no more than once each calendar year), during normal business hours and upon
      reasonable notice from EPIR (but not less than ten (10) business days’ prior
      notice), SESI shall permit duly authorized representatives of EPIR to review
      and
      inspect, to the extent relevant to SESI’s marketing and distribution of the
      Products, the premises, facilities, inventories of the SESI Products, records
      and documentation maintained by SESI for the purpose of determining compliance
      by SESI with its obligations under this Agreement.  (b) From time to
      time as SESI may elect during the Term (but no more than once each calendar
      year), during normal business hours and upon reasonable advance notice from
      SESI
      (but not less than ten (10) business days’ notice), EPIR shall permit duly
      authorized representatives of SESI to review and inspect, on the premises of
      EPIR or its relevant subcontractors each manufacturing facility for the Energy
      Products and on the premises of EPIR where such records and inventory are kept,
      inventory of the Energy Products, manufacturing documentation and EPIR’s quality
      control records relating to the storage of the Energy Products to ensure
      compliance with Good Manufacturing Practices, quality control standards and
      the
      packaging and labeling for the Energy Products; and with applicable terms of
      this Agreement pertaining to the use of the SESI Trademarks; provided, however,
      that except as otherwise provided herein, nothing in the foregoing shall allow
      or be construed to allow SESI to have access to any confidential manufacturing
      know-how or trade secrets of EPIR or any records containing or pertaining to
      the
      same.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G

    “EPIR
      WARRANTY OF ENERGY PRODUCTS”

    


    


    Warranty

     

    EPIR
      warrants to SESI that the Energy Products will be free from material defects
      in
      material and workmanship. A material defect shall exist only if a Energy Product
      does not meet a Product Specification approved in advance by the
      TDB.  Subject to the conditions and limitations set forth below, EPIR
      will, at its option, either repair or replace the defect Energy Product or
      any
      part of the defective Energy Product. Repaired or replaced Energy Products
      will
      be provided by EPIR to SESI on an exchange basis, and will be either new or
      refurbished to be functionally equivalent to new.  If EPIR is unable
      to repair or replace the product, it will refund to SESI the amount paid to
      EPIR
      by SESI for that Energy Product.  Repair or replacement of, or refund
      for, defective Energy Products shall be SESI’s sole and exclusive remedy for
      violation of this Warranty.

     

     

    This
      limited warranty does not cover any damage to a Energy Product which occurs
      during shipment from EPIR to SESI, or that results from improper installation,
      accident, abuse, misuse, natural disaster, abnormal mechanical or environmental
      conditions, or any unauthorized disassembly, repair, or modification. This
      limited warranty also does not apply to any Energy Product on which the original
      identification information has been altered, obliterated or removed, has not
      been handled or packaged correctly, has been sold as second-hand or has been
      resold contrary to the US export regulations.

     

     

    This
      limited warranty covers only repair, replacement or refund for defective Energy
      Products, as provided above. EPIR is not liable for, and does not cover under
      warranty, any loss of data or any costs associated with determining the source
      of system problems or removing, servicing or installing Energy
      Products.  In the event of a claim, EPIR’s sole obligation shall be
      replacement of the Product.

     

     

    Duration
      of Warranty

     

     

    Six-Month
      Warranty:

     

     

    The
      Energy Products are covered by this warranty for a period of six months from
      the
      date of delivery and acceptance of such Energy Product.

     

     

    Discontinued
      Energy Products will not be covered as their warranty has expired.

     

     

    This
      limited warranty is non-transferable.

     

     

    Free
      Technical Support

     

     

    EPIR
      Technical Support can be contacted by
      calling                                                                                                                                .

     

    


    Warranty
      Claim Procedures and Requirements

    


    SESI
      must
      notify EPIR within the warranty period to receive a Returned Materials
      Authorization (“RMA”) number to return or arrange for the return of the defect
      Energy Product.  SESI may not return or arrange for the return of a
      Energy Product to EPIR for any reason without EPIR’s RMA.  Once EPIR
      issues an RMA, EPIR shall accept return of the Energy Product.  SESI
      shall bear the cost of shipping defective Energy Products back to
      EPIR.  If the Energy Product returned to EPIR was not, in fact,
      defective, then SESI shall bear the risk of loss during shipment.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    SESI
      must
      return the defective Energy Product to EPIR in appropriate secure
      packaging.  Product identification information must be included (RMA,
      part number and serial number (if applicable) with a detailed description of
      the
      problem).  SESI must also include proof of the date of delivery and
      acceptance as evidence that the product is within the applicable warranty
      period.

    


    SESI
      will
      return the product directly to the EPIR facility located at the following
      address:

    


    590
      Territorial Drive

    Unit
      B

    
      Bolingbrook,
        IL 60440

      


      The
        returned Energy Product will become the property of EPIR.  Except as
        provided above, repaired or replacement Energy Products will be shipped at
        EPIR’s expense via UPS Ground.  SESI shall bear the risk of loss
        during shipment.  Repaired or replacement Energy Products will
        continue to be covered by this limited warranty.

      


      Disclaimers

      


      THE
        FOREGOING IS THE COMPLETE WARRANTY FOR THE ENERGY PRODUCTS. EXCEPT AS EXPRESSLY
        SET FORTH ABOVE, NO OTHER WARRANTIES ARE MADE WITH RESPECT TO THE ENERGY
        PRODUCTS AND EPIR EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN,
        INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY THAT MAY
        EXIST UNDER NATIONAL, STATE, PROVINCIAL OR LOCAL LAW INCLUDING BUT NOT LIMITED
        TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
        A
        PARTICULAR PURPOSE. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE LIMITED
        TO
        THE PERIODS OF TIME SET FORTH ABOVE. SOME STATES OR OTHER JURISDICTIONS DO
        NOT
        ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED
        WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
        YOU.

      


      THE
        ENERGY PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL ENERGY PRODUCTS IN
        3RD PARTY
        EQUIPMENT OR
        FOR APPLICATIONS IN WHICH THE FAILURE OR MALFUNCTION OF THE ENERGY PRODUCTS
        WOULD CREATE A SITUATION IN WHICH PERSONAL INJURY OR DEATH IS LIKELY TO OCCUR.
        EPIR SHALL NOT BE LIABLE FOR THE DEATH OF ANY PERSON OR ANY LOSS, INJURY
        OR
        DAMAGE TO PERSONS OR PROPERTY BY USE OF ENERGY PRODUCTS USED IN APPLICATIONS
        INCLUDING, BUT NOT LIMITED TO, MILITARY OR MILITARY-RELATED EQUIPMENT, TRAFFIC
        CONTROL EQUIPMENT, DISASTER PREVENTION SYSTEMS AND MEDICAL OR MEDICAL-RELATED
        EQUIPMENT.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      EPIR’S
        TOTAL LIABILITY UNDER THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IS
        LIMITED
        TO REPAIR, REPLACEMENT OR REFUND. REPAIR, REPLACEMENT OR REFUND ARE THE SOLE
        AND
        EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY. TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EPIR SHALL NOT BE LIABLE FOR
        ANY
        DAMAGES, EXPENSES, LOST DATA, LOST REVENUES, LOST SAVINGS, LOST PROFITS,
        OR ANY
        OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PURCHASE, USE
        OR
        INABILITY TO USE THE ENERGY PRODUCT, EVEN IF EPIR HAS BEEN ADVISED OF THE
        POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW
        THE
        EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
        LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

      


      THIS
        LIMITED WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS, AND SESI MAY ALSO HAVE OTHER
        RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO
        JURISDICTION.

      


      THIS
        DISCLAIMER DOES NOT PURPORT TO LIMIT OR EXCLUDE EPIR’S LIABILITY FOR DEATH OR
        INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUDULENT
        MISREPRESENTATION.