AGREEMENT
      


     

    This
      Agreement (“the
      Agreement”)
      is dated
      the 24th
      day of
      December, 2007 (“Effective
      Date”),
      by and
      between Inrob Philippines Ltd, a Philippines corporation, having an address
      at
      ______________________ (“INROB”),
      and CP
      Communication Services, Inc., a Philippines corporation, having an address
      at
      Unit 201, Syjuco, Bel-Air Building, Polaris Street, Makati City, Philippines
      (“CPCOM”)

     

    
      	WHEREAS:	
              INROB
                is involved, inter alia, in the development and production of advanced
                wireless control systems and integrated solutions for mobile robots,
                and
                wishes to expand its business by leasing and operating a production
                facility in the Philippines (“Business
                Target”);
                and

            


    

     

    
      	WHEREAS:	
              For
                the purpose of the Business Target, INROB is interested in receiving
                from
                CPCOM and CPCOM is interested to grant INROB the ability to manufacture
                at
                the highest quality and standards within the strictest possible timetables
                at any time within the term of this Agreement upon advance notice
                of 48
                hours all products presently sold or developed by INROB or contemplated
                to
                be sold or developed by INROB in the future, all subject to the terms
                set
                forth below;

            


    

     

    
      	WHEREAS:	
              For
                the purpose of the Business Target, CPCOM shall irrevocably lease
                to INROB
                on a full turnkey operating lease floor space, utilities, equipment
                and
                machinery and shall make such adaptations, renovations and maintenance
                to
                such floor space, utilities, equipment and machines as required for
                the
                Business Target, and manufacture the Products (as defined below)
                (collectively,
                “the
                Project”),
                all subject to the terms set forth
                below,

            


    

     

    NOW,
      THEREFORE, THE PARTIES AGREE AS FOLLOWS:

     

    1.
      The
      Services

    
       

      	1.1  	
              In
                order to execute the terms of this Agreement and to comply with INROB's
                Business Targets, CPCOM hereby leases to INROB and INROB leases from
                CPCOM, for the term of this Agreement, the Premises, as set forth
                in
                Exhibit
                1.1a
                and equipment and machinery as set forth in Exhibit
                1.1b. 

            


       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	1.2  	
            CPCOM
              shall manufacture, at the Premises, certain products of INROB,
              all
              as set forth in Exhibit 1.1
              (collectively, “the
              Products”),
              in accordance with purchase orders which it receives from INROB from
              to
              time, in an overall aggregate value of up to US $28,500,000 (twenty
              eight
              million and five hundred thousand US Dollars), all as set forth in
              Section
              12.1
              below. 

          


     

    	1.3  	
            In
              order to comply with its obligations under this Agreement, CPCOM shall
              adapt its existing premises, equipment and machinery in accordance
              with
              the specifications and capabilities provided by INROB as set forth
              in
              Exhibit
              1.3
              in
              order to enable the manufacture of the Products, all such adaptation
              to be
              completed, to the full satisfaction of INROB, within 30 days of the
              Effective Date.

          


     

    	1.4  	
            Within
              48 hours of receipt of a purchase order by INROB for any of the Products,
              CPCOM shall commence the manufacture of the Products so ordered.
              

          


     

    	1.5  	
            CPCOM
              shall manufacture such Products in a continuous and uninterrupted manner
              until all such Products have been duly manufactured to the highest
              levels
              and standards, in full accordance with the specifications and functional
              requirements provided by INROB and shall ensure that such Products
              have
              been duly manufactured within the shortest period reasonably possible
              assuming continuous uninterrupted first priority use of the entire
              Premises and Equipment unless INROB has agreed in advance and in writing
              to a later date of supply.

          


     

    	1.6  	
            Throughout
              the term of this Agreement, INROB shall have preferred status and priority
              over any other party with respect to use of the Premises, equipment
              and
              machinery, and CPCOM shall perform the manufacturing services to INROB
              within the time specified above, regardless of any other obligations
              it
              may have to any other party.

          


     

    	1.7  	
            Notwithstanding
              the above, it is hereby agreed that in periods during which INROB has
              not
              placed a purchase order and CPCOM is thus not manufacturing the Products,
              CPCOM is entitled to use the Premises, equipment and machinery for
              its own
              personal use or for the provision of services to third parties, on
              condition that, upon INROB placing a purchase order, it commences the
              manufacture of the Products within the time periods specified
              above.

          


     

    	1.8  	
            The
              Products shall be manufactured according to the terms, conditions and
              time
              schedule as set forth in the Manufacturing Agreement attached hereto
              as
              Exhibit 1.8.

          


     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    	2.  	
            Force
              Majeure

          


     

    	2.1  	
            Without
              derogating from CPCOM's undertaking to manufacture the Products as
              aforesaid CPCOM shall immediately notify INROB upon becoming aware
              of any
              event which might delay the manufacture of any Product by CPCOM pursuant
              to this Agreement, the cause thereof and the action which CPCOM is
              taking
              in order to ensure that no delay in delivery of the Products will actually
              occur or which will mitigate the extent of such delay respectively.
              

          


     

    	2.2  	
            In
              the event that any such delay may be caused by events beyond the
              reasonable control of CPCOM despite having made all reasonable attempts
              to
              avoid such delay and to prevent and mitigate the effects thereof
              (including, without limitation, the following: fire, flood, war, embargo,
              sabotage, earthquake, or by injunction (not the fault of CPCOM) or
              other
              unavoidable damage to the Project
              not the fault of CPCOM ("Force
              Majeure"),
              then CPCOM
              shall be granted an extension of time of up to 14 days from the day
              of
              receipt of the purchase order by INROB to commence production.
              IN
              NO EVENT shall CPCOM be granted mote than 14 days extension to the
              timetables set forth above EVEN IN THE EVENT OF FORCE
              MAJEURE.

          


     

    	2.3  	
            In
              order to avoid any misunderstandings in this respect, in the event
              of a
              Force Majeure event (including in the event that the Premises and
              equipment are totally incapacitated) CPCOM shall make available, at
              its
              own expense and within the timetable set forth above, substitute premises,
              equipment and machinery of similar production capabilities, in order
              to
              ensure compliance with the terms of this
              Agreement.

          


     

    	2.4  	
            Notwithstanding
              anything to the contrary contained herein, CPCOM shall have no remedy
              for,
              and shall be responsible for,
              any delay in the manufacture of a Product, not in accordance with the
              time
              schedule provided above.

          


     

    	3.  	
            Premises,
              Equipment and Machinery

          


     

    	3.1  	
            Any
              alteration, modification, improvement or substitution to the Premises,
              equipment or machinery shall only be made if (i) this is to the benefit
              of
              the Project, in which case INROB's prior written consent is required;
              or
              (ii) if required by applicable law.

          


     

    	3.2  	
            Care
              of the Premises, equipment or machinery shall be the sole obligation
              and
              responsibility of CPCOM. CPCOM shall promptly make all repairs, and
              will
              effect such repairs, replacements, parts, and the like as may be necessary
              to maintain the Premises, equipment or machinery in good working order
              and
              operating condition at all times during the term of this Agreement.
              

          


     

    	3.3  	
            The
              cost of all such care, maintenance, repairs, replacements, parts and
              the
              like shall be borne solely by CPCOM. 

          


     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    	3.4  	
            INROB
              has the right to inspect the Premises, equipment or machinery and their
              maintenance records at all reasonable times upon reasonable advance
              notice
              to CPCOM. 

          


     

    	3.5  	
            CPCOM
              assumes full responsibility for the safety and any consequence of lack
              of
              safety of the Premises, equipment or machinery.


          


     

    	3.6  	
            The
              Premises, equipment and machinery are, and shall throughout the term
              of
              this Agreement be kept, free and clear of all liens, claims and
              encumbrances of every kind, nature and
              description.

          


     

    	3.7  	
            Furthermore,
              the Premises, equipment and machinery shall remain personal property
              regardless of how and to what degree it may be affixed or attached
              to any
              building or structure or what may be the consequences of its being
              removed
              from such building or structure, or for what purpose the Premises,
              equipment and machinery may be used. CPCOM agrees not to remove any
              of the
              equipment and machinery from the Premises without INROB's prior written
              consent.

          


     

    	3.8  	
            CPCOM
              will (i) use the Premises, equipment and machinery only in CPCOM's
              trade or business, and (ii) use and maintain the Premises, equipment
              and machinery only in compliance with all applicable
              laws.

          


     

    	3.9  	
            CPCOM
              will not, without INROB's prior written consent, (i) part with
              possession of any of the Premises, equipment and machinery (except
              to
              INROB or for maintenance and repair), or (iii) sell, rent, sublease,
              mortgage, grant a security interest in or otherwise transfer or encumber
              any of the Premises, equipment and machinery.


          


     

    	4.  	
            Responsibilities
              of CPCOM

          


     

    CPCOM
      hereby irrevocably agrees that, in addition to its other obligation under this
      Agreement, it shall be responsible for all of the following:

     

    	4.1  	
            payment
              of rent, property taxes, governmental fees and charges, utilities,
              insurance premiums, repairs, improvements, signage and any other fees
              and
              expenses related to the Premises;
              

          


     

    	4.2  	
            hiring,
              promoting, discharging and supervising the work of all personnel employed
              in the Project, all of whom will be employees of CPCOM and not of INROB;
              

          


     

    	4.3  	
            paying
              salaries, providing benefits, procuring
              workers compensation insurance, employee medical insurance and
              comprehensive and general liability insurance, and complying
              with any other applicable employment
              laws;

          


     

    	4.4  	
            supervision,
              management and day-to-day operations of the Project, and all other
              related
              activities, including necessary financing, staffing, administrative
              and
              "back office" support services necessary for the successful operation
              of
              the Project;

          


     

    	4.5  	
            conducting
              the Project at all times in a bona fide, prudent and businesslike manner;
              

          


     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    	4.6  	
            updating
              INROB of any adverse change to the financial condition of its
              business;

          


     

    	4.7  	
            compliance
              with all laws and regulations in performing its duties under this
              Agreement. 

          


     

     

    	5.  	
            Representations
              and Warranties of CPCOM

          


     

    CPCOM
      hereby represents and warrants to INROB that: 

     

    	5.1  	
            CPCOM
              is, and shall remain, duly organized, existing and in good standing
              under
              the laws of the Philippines as set forth on the first page of this
              Agreement, CPCOM has its chief executive offices at the location set
              forth
              on such page, and that CPCOM is, and shall remain, duly qualified and
              licensed in such jurisdiction to carry on its business and operations
              as
              required for the purpose of this Agreement.


          


     

    	5.2  	
            CPCOM
              has adequate power and capacity to enter into, and to perform its
              obligations under this Agreement, each Exhibit and any other documents
              evidencing, or given in connection with, any of the transactions
              contemplated by this Agreement (all of the foregoing being hereinafter
              referred to as the "Lease
              Documents").

          


     

    	5.3  	
            This
              Agreement and the other Lease Documents have been duly authorized,
              executed and delivered by CPCOM and constitute legal, valid and binding
              agreements enforceable under all applicable laws in accordance with
              their
              terms, except to the extent that the enforcement of remedies may be
              limited under applicable bankruptcy and insolvency laws.
              

          


     

    	5.4  	
            No
              approval, consent or withholding of objections is required from any
              governmental authority or instrumentality with respect to the entry
              into,
              or performance by CPCOM, of any of the Lease Documents, except such
              as may
              have already been obtained.

          


     

    	5.5  	
            CPCOM's
              entry into, and performance of the Lease Documents will not
              (i) violate any of CPCOM's organizational documents or any judgment,
              order, law or regulation applicable to it, or (ii) result in any
              breach of, constitute a default under, or result in the creation of
              any
              lien, claim or encumbrance on any of CPCOM's property pursuant to,
              any
              indenture mortgage, deed of trust, bank loan, credit agreement, or
              other
              agreement or instrument to which CPCOM is a
              party.

          


     

    	5.6  	
            There
              are no suits or proceedings pending or threatened in any court or before
              any commission, board or other administrative agency against or affecting
              CPCOM which could, in the aggregate, have a material adverse effect
              on
              CPCOM, its business or operations, or its ability to perform its
              obligations under the Lease Documents. 

          


     

    	5.7  	
            It
              has sufficient financial and other capabilities to ensure that it is
              able
              to duly perform all its undertakings hereunder in a timely
              manner.

          


     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    	5.8  	
            The
              Premises have the standards and qualifications set forth in Exhibit
              1.3.
              CPCOM shall ensure that the Premises shall maintain all such Standards
              and
              qualifications and shall act to receive and maintain any additional.
              alternative or supplementary standards and qualifications that may
              be
              necessary, at INROB's reasonable opinion, in order to properly manufacture
              the Products and allow the sale and distribution of such Products
              throughout the world.

          


     

    	5.9  	
            The
              Premises, equipment and machinery are, and CPCOM shall keep it, in
              good
              condition and repair and CPCOM will not be negligent in the care and
              use
              thereof. 

          


     

    	5.10  	
            CPCOM
              is skilled in the professional callings necessary to execute the Project
              and acknowledges that INROB
              is
              relying upon the skill and knowledge of CPCOM. CPCOM accepts the
              relationship of trust and confidence established by this Agreement
              and
              shall exercise its best skill and judgment and shall cooperate with
              INROB
              to further the interests of INROB. CPCOM shall perform its duties and
              obligations under this Agreement in accordance with the professional
              standard and quality which prevails among reputable, well-qualified,
              nationally recognized firms performing projects of the nature and in
              the
              locations encompassed within this Agreement.


          


     

    	5.11  	
            CPCOM
              shall provide
              or cause to be provided, at its sole expense, all labor, equipment,
              tools,
              construction equipment and machinery, water, heat,
              utilities, transportation and other facilities and services necessary
              for
              the execution of the Project. 

          


     

    	5.12  	
            CPCOM
              shall notify INROB immediately and without delay upon the occurrence
              of
              any event which causes or might cause any of the above representations
              to
              be inaccurate or incomplete.

          


     

    	6.  	
            Warranty

          


     

    	6.1  	
            CPCOM
              warrants to INROB that (a) materials and equipment furnished by CPCOM
              under this Agreement will be of
              good quality and will be assembled and installed in accordance with
              all
              vendors' and manufacturers' instructions and specifications, (b) the
              Products manufactured by CPCOM will be free from defects, and (c) the
              Project will comply with the specifications and capabilities determined
              by
              INROB, as set forth in Exhibit 1.3.
              

          


     

    	6.2  	
            The
              Project work not conforming to these requirements, including substitutions
              not properly approved and authorized, shall be considered defective.
              

          


     

    	6.3  	
            Without
              limiting any other rights or remedies of INROB under this Agreement,
              if INROB provides written notice of any defect in the Project in violation
              of the foregoing within one (1) year after the date of receipt of the
              Product manufactured by CPCOM in accordance with this Agreement, CPCOM
              shall, within fifteen (15) business days after receipt of such written
              notice of such defect (or such longer time as may reasonably be necessary
              to correct such defect), furnish, at no cost to INROB, all labor,
              equipment and materials necessary to correct such defect and cause
              the
              Project to comply fully with the foregoing warranties. If CPCOM is
              required to remedy any such defect under the foregoing sentence, then
              all
              labor, equipment and materials provided by CPCOM to remedy such defect
              shall themselves be subject to the foregoing warranties. If CPCOM fails
              to
              promptly correct any such defects within the foregoing time period,
              then
              INROB may (without voiding CPCOM's warranties) correct, or cause to
              be
              corrected, such defects and charge all related costs to CPCOM, together
              with interest at the Default Rate until CPCOM has paid such
              costs.

          


     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    


     

    	7.  	
            Program
              Management

          


     

    	7.1  	
            Based
              on INROB's program and criteria for the Project, CPCOM consulted with
              INROB and INROB approved the preliminary
              proposals and recommendations regarding the Project concept, development
              strategy, architectural and design concepts, space requirements and
              adjacency relationships, number and functional responsibilities of
              personnel, special equipment and systems, human and material flow
              patterns, governmental approval strategies, construction schedule
              requirements, construction budget requirements, and other matters
              regarding the execution of the Project, including, but not limited
              to:

          


     

    	7.1.1  	
            Consultation
              with INROB's independent consultants and INROB concerning the Project
              and
              development of Project plans, drawings and
              specifications.

          


     

    	7.1.2  	
            Assistance
              with utility optimization and sourcing, as requested, to develop
              alternative methods to reduce utility costs and ongoing operations
              relating to the Project.

          


     

    	8.  	
            Claims

          


     

    	8.1  	
            CPCOM
              shall give notice of any claim within 21 (twenty one) days after CPCOM
              first recognizes the condition giving rise to the claim.
              Claims shall be made by written notice. Failure to deliver any such
              notice
              or request within the required period shall constitute an irrevocable
              waiver of any such claim. 

          


     

    	8.2  	
            Pending
              final resolution of a claim (whether by mediation, arbitration, or
              litigation), unless otherwise agreed in writing, CPCOM shall proceed
              diligently with performance of this Agreement.


          


     

    	9.  	
            Resolution
              of Claims and Disputes

          


     

    	9.1  	
            If
              a claim by either party against the other has not been resolved, the
              party
              making the claim shall, within ten (10) days after the other party's
              preliminary response, take one or more of the following actions: (i)
              submit additional supporting data, (ii) modify the initial claim or
              (iii)
              notify the other party that the initial claim
              stands.

          


     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    	9.2  	
            Continued
              Performance. Notwithstanding any provisions to the contrary in this
              Section 9,
              if any dispute arises between INROB and CPCOM
              which relates to the Project, CPCOM shall not interrupt the progress
              of
              the work or the performance of the Project during the pendency of any
              such
              dispute, unless ordered to do so by INROB in writing and INROB shall
              make
              all progress payments for the Project performed by CPCOM other than
              disputed amounts. CPCOM shall submit claims on or before the twenty-first
              (21st) day after CPCOM first recognizes the condition giving rise to
              such
              claim; no additional claim made by CPCOM after an initial claim on
              the
              same matter has been implemented will be considered. Except to the
              extent
              such costs are incurred with respect to the resolution of claims pursuant
              to Sections 8
              and 9
              hereof, if either party brings any action or legal proceeding for an
              alleged breach of any provision of this Agreement, to terminate this
              Agreement or otherwise to enforce, protect or establish any term or
              covenant of this Agreement, the prevailing party shall be entitled
              to
              recover as a part of such action or proceeding, or in a separate action
              brought for that purpose, reasonable attorneys' fees, court costs,
              and
              expert fees as may be fixed by the court.

          


     

    	9.3  	
            Mediation
              of Disputes. All claims between the parties shall be handled as follows:
              (i) the parties shall endeavor, in good faith, to settle
              a claim in an amicable fashion pursuant to Section 8
              hereof, and (ii) if the parties are unable to resolve a claim pursuant
              to
              Section 8
              within a reasonable period (but in no event longer than forty-five
              (45)
              days) after the claim is submitted to the other party, then the parties
              shall submit the claim to non-binding mediation in accordance with
              the
              Rules
              of Arbitration of the International Chamber of Commerce (ICC) in the
              city
              of New York, New York before
              having recourse to a judicial forum. Mediation shall be initiated by
              the
              written request of either party and shall be commenced within five
              (5)
              days after delivery of such notice. Upon request of the initiating
              party
              or the Mediator, the other party shall promptly evidence its consent
              to
              the mediation if such consent is required to
              proceed.

          


     

    	10.  	
            Personnel

          


     

    	
          	In executing its obligations hereunder, CPCOM undertakes
            to provide INROB, as per INROB's request, with professional, skilled
            and
            trained personnel for the purpose of operating the production line or
            any
            other services required by INROB according to terms which may be agreed
            upon by the parties from time to time and in accordance with the
            provisions of the Manufacturing Agreement executed between the
            parties.


     

    	11.  	
            Assignment
              

          


     

    	11.1  	
            CPCOM
              may not assign, subcontract or transfer any of its rights or obligations
              hereunder to any third party. Any such assignment, subcontract or transfer
              shall be null and void.

          


     

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    	11.2  	
            INROB
              is entitled to assign its rights and undertakings hereunder, in whole
              or
              in part, to any third party of its
              choosing.

          


     

    	12.  	
            Consideration

          


     

    	12.1  	
            In
              consideration for executing the Project and providing INROB with complete
              manufacturing capabilities, as specified in this Agreement, CPCOM shall
              receive from INROB consideration in the sum of US $2,950,000 (two million
              nine hundred and fifty thousand US Dollars). This consideration shall
              provide INROB with the right to utilize CPCOM's manufacturing capabilities
              at the Premises, up to the total value of purchase orders in the amount of
              US $28,500,000 (twenty eight million five hundred thousand US Dollars)
              (including
              manufacturing services under the manufacturing agreement and raw
              materials) (“Order
              Limit”).

          


     

    	12.2  	
            The
              Consideration shall be paid as follows: 

          


     

    	12.2.1  	
            US
              $1,000,000 (one million US Dollars) until December 31st
              2007.

          


     

    	12.2.2  	
            The
              remainder shall be paid until end of March
              2008.

          


     

    	12.3  	
            INROB
              shall be entitled to inform CPCOM at any time prior to payment in full
              of
              the entire consideration hereunder of its decision to discontinue making
              any further payments hereunder. In such an event, the consideration
              under
              section 12.1 above shall be redefined as the consideration actually
              paid
              by INROB to CPCOM, the Order Limit shall be adjusted pro rata to the
              amount actually paid compared to the amount originally contemplated
              under
              section 12.1 above and CPCOM shall have no claims or demands against
              INROB
              for its discontinuance of payments. 

          


     

    	12.4  	
            It
              is hereby clarified that, except for payment under the Manufacturing
              Services Agreement, payment for raw materials and payment for the
              transport of any goods from the Premises if requested and pre-approved
              in
              writing by INROB) the aforementioned consideration shall be the sole
              consideration to which CPCOM shall be entitled for performing its
              undertakings under this Agreement and shall cover any and all expenses
              incurred by CPCOM to enable it to perform its obligations hereunder,
              including with respect to adaptation of its equipment and machinery
              as set
              forth herein.

          


     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    	12.5  	
            Entire
              Compensation. CPCOM specifically understands that the consideration
              set
              forth in this Section 12
              is
              the sole compensation
              payable to CPCOM by INROB for the Project and it includes the right
              to use
              the Premises, including all depreciation and utility costs, and no
              work
              undertaken by CPCOM or its agents, employees, subcontractors or
              subconsultants will result in any obligation of INROB to pay any
              additional compensation or any additional expense. CPCOM, for itself
              and
              its employees, agents, subcontractors and subconsultants hereby (i)
              waives
              any right to compensation or reimbursement for services performed or
              expenses incurred without written authorization, and (ii) covenants
              not to
              sue for amounts which may otherwise be payable under the theory of
              quantum
              merit, or under any other legal theory, except to the extent CPCOM
              is
              expressly entitled to payment under Section 12
              of
              this Agreement.

          


     

    	12.6  	
            In
              the event that INROB reaches the Order Limit prior to the end of 5
              years
              from the Effective Date, then INROB shall have the option ("Option")
              to purchase, from time to time, additional Products at the following
              terms
              US$90,000 (ninety thousand US DOLLARS) for the purchase of products
              at a
              value of US$1,000,000 ("Option
              Order Limit").

          


     

    INROB
      shall be entitled to exercise its option by sending CPCOM written notice of
      its
      decision to exercise the Option and, in such an event, all the terms of this
      Agreement and the Exhibits hereto shall apply to any such Option
      orders.


     

    	13.  	
            Purchase
              Orders and Delivery

          


     

    	13.1  	
            All
              purchase orders shall be forwarded in writing by INROB to CPCOM.
              

          


     

    	13.2  	
            The
              purchase orders shall be in the form substantially similar to that
              set
              forth in Exhibit
              13.3
              attached hereto. 

          


     

    	13.3  	
            Upon
              receipt of a purchase order, CPCOM shall send INROB a written document
              detailing the date of dispatch of the Products, the quantity
              of each type of Product ordered, the catalogue number of each Product
              ordered, the price of each Product and the total price of the
              order.

          


     

    	13.4  	
            Delivery
              of the Product by CPCOM to INROB shall be direct and shall be made
              ex
              works.

          


    
 

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    	13.5  	
            Unless
              agreed otherwise in writing, the raw materials required for the
              manufacture of the Products shall be provided by INROB, shall be deemed
              consigned inventory of INROB and shall remain at all times the sole
              and
              exclusive property of INROB. CPCOM undertakes to inform all relevant
              third
              parties at all times as to INROB's sole and exclusive ownership of
              the
              consigned inventory and shall inform INROB immediately and without
              delay
              upon any event that may lead to any harm, injury, loss or other prejudice
              to such consigned inventory or to the value
              thereof.

          


     

    	14.  	
            Term
              of Agreement

          


     

    	14.1  	
            This
              Agreement shall remain in full force and effect for an unlimited period
              of
              time. 

          


     

    	14.2  	
            Notwithstanding
              the above, in the event that within 5 years from the Effective Date,
              the
              Order Limit or any Option Order Limit if INROB exercise's its option
              as
              per section 12.6 above, has not been ordered by INROB, and subject
              to the
              Premises still existing and subject further to CPCOM's ability to continue
              manufacturing the Products, then INROB shall be entitled to continue
              placing orders for the Products until it reaches the Order Limit, at
              which
              time this Agreement shall terminate.

          


     

    	15.  	
            Books
              and Records

          


     

    	15.1  	
            CPCOM
              shall check all materials, equipment and labor being incorporated into
              the
              Project work and shall keep such full and detailed accounts as
              may
              be necessary for proper financial management under this Agreement.
              INROB
              shall have access to all CPCOM's records, books, correspondence,
              instructions, drawings, receipts, vouchers, memoranda and similar data
              relating to this Agreement and/or Project work, and CPCOM shall preserve
              (either in hard copy or on electronic storage) all such records for
              a
              period of four (4) years following termination of this Agreement or
              any
              extended term thereof, or for any longer period as may be required
              by law.
              INROB shall have the right to copy all or any part of CPCOM's
              records.

          


     

    	15.2  	
            The
              Project shall be performed by CPCOM on an “open book” basis. INROB shall
              have the right, during the performance of the Project and for
              a period of four (4) years after termination of this Agreement or any
              extended term thereof, to inspect and audit CPCOM's books and records
              regarding the Project. CPCOM shall have the opportunity to audit itself
              prior to any audit by INROB. 

          


     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    	16.  	
            Insurance

          


     

    	16.1  	
            Liability
              Insurance.

          


     

    	16.1.1  	
            CPCOM
              shall purchase and maintain insurance which will protect CPCOM and
              INROB
              from the following types of claims that may arise out of or
              result from the Project under this Agreement and for which CPCOM may
              be
              legally liable, whether such operations are by CPCOM or by a subcontractor
              or subconsultant or by anyone directly or indirectly employed by any
              of
              them, or by anyone for whose acts any of them may be liable: (i) claims
              under workers' or workmen's compensation, disability benefit and other
              similar employee benefit acts which are applicable to the Project to
              be
              performed; (ii) claims for damages due to bodily injury, sickness or
              disease, or death; (iii) claims ordinarily covered by commercial general
              liability insurance; (iv) claims for damages due to injury to or
              destruction of tangible property, including loss of use by third parties
              other than INROB resulting therefrom (whether resulting from operations
              of
              CPCOM, any subcontractor or subconsultant, or anyone directly or
              indirectly employed by any of them); (v) claims for damages due to
              bodily
              injury, death of a person or property damage arising out of ownership,
              maintenance or use of a motor vehicle; and (vi) claims involving
              contractual liability for CPCOM's indemnity obligations, if insurable,
              under this Agreement. All insurance coverage required to be obtained
              and
              maintained by CPCOM pursuant to the terms of this Agreement shall be
              primary in the event of any loss, with any insurance carried by INROB
              to
              be excess capacity to CPCOM's coverage. All insurance policies required
              of
              CPCOM by this Agreement and any modifications thereto shall be subject
              to
              INROB's reasonable approval as to form, insurer, and adequacy of
              protection. CPCOM shall carry insurance with coverage and limits of
              liability as shall be agreed in writing by the parties from time to
              time,
              entitled “Insurance Requirements”. 

          


     

    	16.1.2  	
            CPCOM
              shall require that each of its subcontractors and subconsultants obtain
              and maintain, at all times during the period such subcontractor
              or subconsultant is performing adaptation services, the insurance required
              under Section 16.1.1.

          


     

    	16.1.3  	
            All
              coverages shall be written on an occurrence basis and maintained without
              interruption from date of commencement of this Agreement
              until the
              date of termination thereof. All coverages shall be maintained by
              insurance carriers acceptable to INROB. The insurance referenced in
              clause
              (iii) of Section 16.1.1
              shall contain no exclusion which denies coverage for third party bodily
              injury or property damage arising out of errors or omissions in maps,
              plans, drawings, designs, or inspection or construction management
              services.

          


     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    	16.1.4  	
            Certificates
              of insurance acceptable to INROB shall be filed with INROB prior to
              commencement of the Project. These certificates
              and the insurance policies shall contain a provision that coverages
              afforded under the policies will not be modified, canceled or allowed
              to
              expire until at least thirty (30) days' prior written notice has been
              given to INROB. 

          


     

    	16.1.5  	
            All
              policies of insurance shall name INROB, its employees, officers,
              directors, shareholders, and agents, and, at INROB's option, any landlord
              or lender for the Property and any other person(s) INROB deems to have
              an
              insurable interest in the Project work, as additional insured(s) under
              the
              policy. Upon request by INROB, CPCOM shall furnish each of its
              subcontractor's and subconsultant's policies (or certificates thereof)
              to
              INROB before commencement of the Project, evidencing all coverage required
              hereunder. In addition, CPCOM shall promptly furnish to INROB copies
              of
              all endorsements both with respect to its own insurance and that of
              its
              subcontractors and subconsultants which are subsequently issued and
              which
              amend coverage, but delivery of such endorsements will not release
              such
              parties from their obligation to obtain the insurance required by this
              Agreement. The requirements for the foregoing insurance shall not diminish
              or limit CPCOM's obligations to indemnify INROB under this
              Agreement.

          


     

    	16.1.6  	
            If
              CPCOM fails to secure and maintain the required insurance, INROB shall
              have the right (without the obligation to do so) to secure same in
              the
              name and for the account of CPCOM, in which event CPCOM shall pay the
              cost
              thereof and shall furnish upon demand all information that may be required
              in connection therewith.

          


     

    	16.2  	
            Property
              Insurance

          


     

    	16.2.1  	
            With
              respect to the Project, CPCOM shall purchase and maintain “builder's
              risk” property insurance on such terms and in such cover as is normal in
              transactions similar to that contemplated hereunder. CPCOM's insurance
              (i)
              shall be placed in the name of CPCOM and its subcontractors and, at
              INROB's option, shall name INROB and any other person(s) whom INROB
              deems
              to have an insurable interest in the Premises and/or the Project work,
              or
              any part thereof, as named insured, and (ii) shall be payable to CPCOM
              for
              the insure as the respective interests of such named insured may appear.
              Such insurance shall not insure against loss, damage, or destruction
              of
              any contractor equipment, materials and supplies or temporary buildings
              or
              other such property located in, on or about the Premises, which are
              the
              property of CPCOM, or any subcontractor or subconsultant, or any person
              directly or indirectly employed by or under contract with CPCOM or
              its
              subcontractors or subconsultants, all of which shall be insured by
              CPCOM
              under a separate policy. The policy shall be retained and held by CPCOM.
              A
              copy of each policy required of CPCOM shall be delivered to INROB upon
              demand. CPCOM shall be responsible for the payment of all costs not
              covered because of deductibles in excess of $10,000 per occurrence
              under
              CPCOM's property insurance. 

          


     

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    	16.2.2  	
            Property
              insurance shall be on a “Special Form” policy form, and shall insure
              against the perils of fire and extended coverage and physical loss
              or
              damage, including theft, vandalism, malicious mischief, collapse,
              false-work, temporary buildings and debris removal, including demolition
              occasioned by enforcement of any applicable legal requirements. Coverage
              shall also be provided, as needed, for earthquake and flood, for inland
              transit of permanent plant equipment and offsite storage exposures
              for
              materials to be incorporated into the Project, and for physical damage
              to
              the Project work resulting from faulty workmanship, materials or design.
              

          


     

    	16.2.3  	
            INROB
              and CPCOM, by their execution of this Agreement,
              each hereby waives all rights against each other and any of their
              subconsultants, subcontractors,
              agents and employees, each of the other, for damages to property caused
              by
              fire or other perils to the extent such damages are covered by property
              insurance obtained pursuant to this Section 16.2.3,
              or any other property insurance maintained by INROB or CPCOM applicable
              to
              the Project work or the Premises, regardless of the negligence of the
              entity so released; provided, however, that such waivers are effective
              only if the applicable insurance policies of both parties contain a
              clause
              to the effect that such release shall not affect the right of the insured
              to recover under such policy. 

          


     

    	16.2.4  	
            Each
              party shall cause each property insurance policy obtained by it to
              provide
              that the insurer waives all right of recovery by way of subrogation
              against the other party in connection with any injury or damage covered
              by
              such policy. CPCOM shall also require of all subcontractors and
              subconsultants similar waivers in favor of INROB and CPCOM.
              

          


     

    	17.  	
            Termination
              of Agreement

          


     

    	17.1  	
            INROB's
              Right to Terminate Without Cause. The following provisions of this
              Section 17.1
              shall govern INROB's right to terminate this Agreement without
              cause:

          


     

    	17.1.1  	
            In
              addition to INROB's right to terminate on account of CPCOM's default,
              as
              set forth in Section 17.2,
              INROB may terminate this Agreement,
              in whole or in part, at any time and from time to time without cause,
              by
              giving CPCOM at least ten (10) days' prior written notice. Upon receipt
              of
              any such notice, CPCOM shall, unless the notice directs otherwise:
              (i)
              immediately discontinue the performance of the Project on that date
              and to
              the extent specified in the notice; (ii) enter into no further
              subcontracts or subconsultant agreements, except as may be necessary
              for
              completion of such portion of the Project work as is not discontinued;
              (iii) promptly make every reasonable effort to procure cancellation,
              or
              assignment, upon terms satisfactory to INROB, of all subcontracts and
              all
              subconsultant agreements to the extent they relate to the performance
              of
              the discontinued portion of the Project work; and (iv) thereafter,
              do only
              such Project work as may be necessary to preserve and protect the Project
              work already in progress and to protect materials, landscaping materials
              and equipment on the Premises or in transit
              thereto.

          


     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    	17.1.2  	
            In
              addition, CPCOM shall take all steps, including the legal assignment
              of
              its contractual rights with respect to terminated Project work, which
              INROB may require for the purpose of fully vesting in INROB such
              contractual rights. Notwithstanding any such assignment of contractual
              rights, however, CPCOM shall reserve rights of recourse thereunder
              to the
              extent necessary to permit CPCOM to enforce such contracts in the event
              that INROB makes any claim against CPCOM with respect to goods or services
              that are the subject of such contracts. The foregoing reservation of
              rights by CPCOM shall not, however, in any way impair INROB's right
              to
              pursue direct recourse against the parties to such
              contracts.

          


     

    	17.1.3  	
            CPCOM
              hereby waives all claims for damages and loss of anticipated profits
              on
              account of any termination by INROB pursuant to this Section
              17.1
              and, as the sole right or remedy of CPCOM on account of such termination,
              CPCOM shall have the right to receive the amounts payable to CPCOM
              under
              this Section.

          


     

    	17.2  	
            CPCOM
              Default. Any of the following events shall be deemed to be a material
              default by CPCOM under this Agreement (an “Event
              of Default”):
              (i) failure by CPCOM to perform any material contractual obligation
              under
              this Agreement, which failure by its nature CPCOM has no capacity to
              cure;
              (ii) failure by CPCOM to perform any other obligation under, or to
              comply
              with any term, provision or condition of, the Agreement for a period
              of
              ten (10) days following receipt of written notice of such failure from
              INROB, or such longer period (but in no event exceeding forty-five
              (45)
              days following receipt of INROB's notice) as reasonably required to
              remedy
              such failure provided that CPCOM commences such remedy within such
              ten
              (10)-day period and thereafter uses its best efforts to complete such
              remedy at the earliest date reasonably possible; (iii) the occurrence
              of
              any of the following: (a) the making by CPCOM of any general arrangement
              or assignment for the benefit of creditors; (b) CPCOM becomes a “debtor”
              as defined in 11 USC Section 101 or any successor statute (unless,
              in the
              case of a petition filed against CPCOM, the same is dismissed within
              sixty
              (60) days); (c) the appointment of a trustee or receiver to take
              possession of substantially all of CPCOM's assets or of any asset used
              in
              connection with the Project, where possession is not restored to CPCOM
              within thirty (30) days; or (d) the attachment, execution or other
              judicial seizure of substantially all of CPCOM's assets or of any asset
              used in connection with the Project, where such seizure is not discharged
              within thirty (30) days; and (v) repeated failure (defined as a failure
              for which INROB has given more than one (1) notice) by CPCOM to perform
              its obligations under this Agreement in a timely fashion, which failure
              materially interferes with INROB's scheduled completion of the Project
              within its time schedule.

          


     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    	17.3  	
            INROB
              Remedies.

          


     

    	17.3.1  	
            Upon
              the occurrence of an Event of Default, INROB shall have the right to
              pursue any and all remedies available
              at law and in equity including, without limitation, the following:
              (i) the
              right to keep this Agreement in effect and sue CPCOM for all damages
              caused by the default and recover the cost thereof; (ii) the right
              to cure
              any such default by CPCOM and to recover any damages caused thereby;
              and
              (iii) the right to terminate this Agreement either as to the entire
              Project or as to any part of the Project as to which an Event of Default
              has occurred, in either case by giving CPCOM written notice of such
              termination. 

          


     

    	17.3.2  	
            Upon
              such termination, INROB shall have the right to complete the Project
              or to
              contract with others for completion of the Project and, in either event,
              to charge the cost of completion to CPCOM. INROB may deduct, offset
              and
              credit such costs of completion and all other damages incurred by INROB
              as
              a consequence of CPCOM's default from and against any amounts that
              may at
              any time be payable to CPCOM under this Agreement. If the cost of
              completion exceeds the amount that would have been payable under this
              Agreement had CPCOM completely performed the Project pursuant to the
              terms
              of this Agreement, CPCOM shall immediately pay the amount of such excess
              to INROB. Upon termination, CPCOM shall be deemed to have waived all
              claims against INROB for profits, loss or damage on or with respect
              to the
              uncompleted Project. 

          


     

    	17.4  	
            CPCOM's
              Termination Rights

          


     

    CPCOM
      may
      suspend the performance of the Project (i) if INROB fails to pay the
      consideration detailed in Section 12
      above
within
      thirty (30) days after written notice of delinquency is received by INROB from
      CPCOM, (ii) pursuant to an order of any court or other public authority having
      jurisdiction, or (iii) as a result of an act of government, such as a
      declaration of a national emergency, making materials unavailable.

     

    	18.  	
            Indemnification. 

          


     

    To
      the
      fullest extent permitted by law, CPCOM shall indemnify, defend (with counsel
      reasonably acceptable to INROB) upon demand, protect
      and hold harmless INROB, its subsidiaries and affiliates and their respective
      officers, directors, shareholders, agents, consultants and employees from and
      against any and all causes of action, demands, losses, violations, infringements
      of law, patent, license or trademark, costs, attorneys' and experts' fees,
      claims, damages, and liabilities of every kind and nature arising out of,
      alleged to have arisen out of, or resulting in any way from, the Project to
      be
      performed under this Agreement by CPCOM and its subcontractors and
      subconsultants which are the result of any willful misconduct, negligent act
      or
      omission, or breach of any obligation or representation under this Agreement,
      by
      CPCOM or any of its subcontractors or subconsultants or material suppliers,
      or
      by the respective agents, officers, employees, representatives, contractors
      or
      subconsultants of any of them. The foregoing notwithstanding: (i) CPCOM's
      obligations to indemnify and hold INROB and its employees harmless shall in
      no
      event apply to the portion of any claim which is due to the negligence or
      willful misconduct of INROB, its subsidiaries or affiliates or their respective
      officers, directors, shareholders, agents or employees; (ii) CPCOM shall have
      no
      obligation to protect, indemnify, defend or hold harmless any consultant of
      INROB if any claim is due in part to the negligence or willful misconduct of
      such consultant; and (iii) CPCOM's foregoing indemnity obligation shall not
      apply with respect to infringements of patents by any subcontractor that INROB
      has specified as the only subcontractor that CPCOM is authorized to engage
      to
      perform particular adaptation services. All of the foregoing indemnification
      shall (a) be in full force and effect and apply at all times during the
      Agreement Term, and at all times thereafter, (b) not be deemed limited in any
      way by the amount or type of any insurance coverage that the CPCOM is required
      to maintain hereunder, (c) not be limited by any limitation on amount or type
      of
      damages, compensation or benefits payable by or for CPCOM or a subcontractor
      or
      subconsultant under workers' or workmen's compensation acts, disability benefit
      acts or other employee benefit acts, and (d) shall be subject to the express
      limitations of liability and releases from liability set forth elsewhere in
      this
      Agreement. Any claim by INROB for indemnification under this Section with
      respect to the Project must be brought within four (4) years after termination
      of this Agreement.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

     

    	19.  	
            Ownership
              of Data

          


     

    	19.1  	
            For
              the purposes of this Section 19.1,
              “Data”
              means all designs, plans, models, drawings, prints, samples,
              transparencies, specifications, reports, manuscripts, working notes,
              documentation, manuals, photographs, negatives, tapes, discs, databases,
              software, works of art, inventions, discoveries, components or similar
              items.

          


     

    	19.2  	
            Ownership
              and Use of the Data. All intellectual property rights, copyrights,
              design
              rights, patents, and other similar invention rights, trademarks, trade
              names, service marks, trade secrets, all applications for and rights
              in or
              to any of the foregoing (collectively “IP
              Rights”)
              in or to all Data now or hereafter owned or prepared by INROB
              (“INROB
              Data”)
              shall be owned solely by INROB. Without limiting the generality of
              the
              foregoing sentence, INROB Data shall include, without limitation, all
              INROB systems, server and software, all Products and Product designs,
              all
              material handling, integration, measurement and control systems, all
              information technology systems and software, and general arrangement
              drawings for the Project, all inventions, discoveries and improvements
              relating to INROB's business (including, without limitation, any
              information relating to manufacturing techniques, processes, formulas,
              designs, “look and feel,” logos, developments and experimental work or
              work in progress), and all formulas, patterns, devices and compilations
              of
              information (including customer lists) which are used in or related
              to
              INROB's business. 

          


     

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

     

    	19.3  	
            CPCOM
              shall have no ownership or other rights or interest in any INROB Data
              or
              any of INROB's IP Rights. Any INROB Data and INROB IP Rights disclosed
              to
              CPCOM shall be used by CPCOM solely in the performance of this Agreement
              on behalf of INROB and shall be subject to the obligation to keep same
              strictly confidential as provided in Section 20.
              

          


     

    	19.4  	
            All
              IP Rights in or to all construction and program management systems
              and
              designs, construction estimating, measurement and procurement control
              systems, plot plan processor software, and construction and program
              management information technology systems and software which CPCOM
              owns or
              has prepared prior to the date hereof (collectively, “CPCOM
              Background Data”)
              shall remain the property of CPCOM. CPCOM Background Data shall not,
              however, include any INROB Data or Developed Data. CPCOM hereby grants
              to
              INROB a perpetual, non-exclusive, irrevocable, royalty-free license
              to
              use, copy and modify the CPCOM Background Data to the extent necessary
              to
              operate, use or maintain the Project work, but solely in connection
              with
              the Project for which CPCOM has provided services under this Agreement.
              Except as provided herein, INROB shall have no ownership or other rights
              or interest in any CPCOM Background Data.

          


     

    	19.5  	
            Developed
              Data. All IP Rights in all Data prepared or developed by or for CPCOM
              or
              any of its subcontractors or subconsultants hereunder (“Developed
              Data”)
              shall vest in and become the sole property of INROB, shall be treated
              by
              CPCOM (and CPCOM shall require that all of its subcontractors and
              subconsultants treat it) as strictly confidential, and shall at all
              times
              remain the property of INROB, and all works of art which constitute
              copyrightable subject matter shall be considered “works made for hire” to
              the fullest extent permitted under law. All such Developed Data shall
              automatically and immediately constitute INROB Data and shall be clearly
              marked, where possible, as INROB's property, and CPCOM agrees to assign
              and does hereby assign all right, title and interest in, under and
              to the
              Developed Data to INROB. Each party agrees to perform any further acts
              and
              execute and deliver any and all further documents and/or instruments
              which
              are considered necessary or appropriate by INROB to ensure that the
              Developed Data vests in INROB, including but not limited to executing
              assignments, oaths and declarations for IP Rights on a country by country
              basis as deemed advisable by INROB and any other action for perfecting
              in
              INROB all right, title and interest in, under and to the Developed
              Data.
              At INROB's request from time to time, CPCOM shall furnish a copy of
              all
              such Developed Data to INROB and copies of designs, drawings, plans,
              specifications, databases and reports (in electronic format, to the
              extent
              available). CPCOM shall maintain in good order at the Project site
              one
              record copy of the drawings, specifications, product data, samples,
              and
              shop drawings marked currently to record changes made during the
              development of Project. Each of the items specified in the foregoing
              sentence shall be delivered to INROB upon completion of the development
              of
              the Project. CPCOM shall, however, have the right to retain one copy
              of
              each such item for CPCOM's archive records, subject to the provisions
              of
              this Section 19.5,
              Section 20
              and any confidentiality covenant executed pursuant to Section 20. 

          


     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

    	19.6  	
            For
              the purposes of this section 19, INROB shall include any affiliate
              thereof.

          


     

     

    	20.  	
            Confidentiality

          


     

    CPCOM
      shall keep, and shall require all subcontractors and subconsultants to keep,
      confidential all “Confidential Information” as defined in and subject to the
      terms of the Confidentiality and Nondisclosure Agreement attached hereto as
      Exhibit
      20
      and made
      a part hereof.


     

    	21.  	
            Non-Competition

          


     

    Other
      than through this Agreement, CPCOM covenants and agrees that from the Effective
      Date until the date that is one year after the termination of this Agreement,
      it
      will not, directly or indirectly: (a) own, manage, operate, join, control,
      be
      employed by, be engaged on
      an
      independent contractor basis or other representative capacity, or participate
      in
      the ownership, management, operation, or control of, receive any monetary
      benefits from or in connection with, or be connected in any other manner with,
      any individual, corporation, partnership or other entity (other than
CPCOM)
      that is
      engaged in, or any other transaction or activity in, a business that is engaged
      in, or any other transaction or activity in, the business relating to the
      Products ("Prohibited
      Business"),
      without the prior express written permission of INROB; (b) solicit any employee
      of INROB to accept employment related to any Prohibited Business; (c) accept
      employment with or otherwise agree to provide any services relating to any
      Prohibited Business; or (d) solicit or attempt to solicit, divert, or obtain
      any
      Prohibited Business from any of INROB's customers existing as of the Effective
      Date. 


     

    	22.  	
            Exclusivity

          


     

    During
      the term of this Agreement, including any extensions and renewals, CPCOM agrees
      not to directly or indirectly market, contact or develop relationships with,
      or
      authorize or approve the taking of any such action by any other person, firm
      or
      entity, and customer of INROB or any other
      person, firm or entity with whom INROB has developed a relationship or enhanced
      its relationship with, in anticipation of or in connection with pursuing a
      business related to the Products. 

     

    	23.  	
            Miscellaneous

          


     

    	23.1  	
            Independent
              Contractors. CPCOM is and at all times shall be an independent contractor
              with respect to the Project. Neither this Agreement
              nor
              any course of dealing or practice shall be interpreted as creating,
              or
              shall be deemed to create, any employer-employee, principal-agent,
              partnership, joint venture or other relationship between INROB and
              CPCOM.
              CPCOM has and hereby retains the right to exercise full control over
              the
              employment, direction and discharge of all persons assisting it in
              the
              execution of the Project. CPCOM shall be solely responsible for all
              matters relating to payment of its employees, including compliance
              with
              any applicable law, withholding and all other regulations governing
              such
              matters. 

          


     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

     

    CPCOM
      shall be solely and fully responsible for its own acts and those of its
      subordinates, employees, subconsultants and subcontractors during the term
      of
      this Agreement.

     

    	23.2  	
            Amendment.
              The terms and conditions of this Agreement
              may
              only be amended by a written instrument signed by both
              parties.

          


     

    	23.3  	
            Waivers.
              No waiver by any party of any default, misrepresentation or breach
              of
              warranty or covenant hereunder, whether intentional or not, shall be
              deemed to extend to any prior or subsequent default, misrepresentation
              or
              breach of warranty or covenant hereunder or affect in any way any rights
              arising by virtue of any prior or subsequent such
              occurrence.

          


     

    	23.4  	
            Public
              Releases. CPCOM shall not make public announcements or publicity releases
              related to the Project without INROB's prior written approval,
              including, without limitation, INROB's prior written approval of the
              form
              and content of any such announcements or releases, in both cases such
              approval not to be unreasonably withheld.

          


     

    	23.5  	
            Agreement
              Language.
              Should this Agreement
              be
              translated into any language other than English, the English version
              shall
              prevail and shall be considered as the only true and original version
              of
              the parties' agreements.

          


     

    	23.6  	
            Successors
              and Assigns. Except as otherwise expressly provided herein, the provisions
              hereof shall inure to the benefit of, and be binding upon, the successors,
              assigns, heirs, executors and administrators of the parties hereto.
              

          


     

    	23.7  	
            Specific
              Performance. Each party acknowledges and agrees that the other party
              would
              be irreparably damaged in the event that any of the provisions of this
              Agreement
              are
              not performed in accordance with their specific terms or are otherwise
              breached. Accordingly, each party agrees that the other party shall
              be
              entitled to an injunction or injunctions to prevent breaches of the
              provisions of this Agreement
              and
              to enforce specifically this Agreement
              and
              the terms and provisions hereof in any action instituted by either
              of the
              parties, in addition to any other remedy to which they may be entitled,
              at
              law or in equity.

          


     

    	23.8  	
            Expenses.
              Each party shall bear its own cost and expenses (including accountants
              fees, legal fees and other professionals and representatives fees),
              incurred in connection with the preparation, execution and delivery
              of
              this Agreement
              or
              any other document relating to the transactions contemplated by this
              Agreement.
              

          


     

    	23.9  	
            Survival
              of Representations and Warranties. The representations and warranties
              contained in this Agreement
              shall
              survive the consummation of the transaction contemplated hereby and
              shall
              not be terminated or otherwise extinguished by the consummation of
              the
              transactions contemplated hereby.

          


     

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

     

    	23.10  	
            Severability.
              In
              the event that any one or more of the provisions of this Agreement
              shall
              be deemed invalid or unenforceable in any respect, the validity and
              enforceability of the remaining terms and provisions of this Agreement
              shall
              not in any way be affected or impaired thereby and the parties shall
              attempt to agree upon a valid and enforceable provision which shall
              be a
              reasonable substitute therefor and, upon so agreeing, shall incorporate
              such substitute provision in this Agreement.

          


     

    	23.11  	
            Notices.
              All
              notices, communications and demand required or permitted to be given
              or
              made hereunder or pursuant hereto shall be in writing and shall be
              deemed
              to have been received (i) upon hand delivery (receipt acknowledged)
              or
              delivery by telex (with correct answer back received), telecopy or
              facsimile (with transmission confirmation report); or (ii) on the second
              business day following the date of mailing by express courier service,
              fully prepaid, or upon actual receipt of such mailing, whichever shall
              first occur. The addresses for such communications shall be at
              the address set forth in the preface above as amended in writing from
              time
              to time.

          


     

    	23.12  	
            Entire
              Agreement.
              This Agreement
              constitutes
              the full and entire understanding and agreement between the parties
              with
              regard to the subject matters hereof, and supersedes all prior agreements
              between the parties with regard to such subject matter.
              This Agreement may not be amended, supplemented, discharged, terminated
              or
              altered except by a written instrument signed by the parties
              hereto.

          


     

    	23.13  	
            Counterparts.
              This
              Agreement
              may
              be executed in two or more counterparts, all of which when taken together
              shall be considered one and the same agreement and shall become effective
              when counterparts have been signed by each party and delivered to the
              other party, it being understood that both parties need not sign the
              same
              counterpart. In the event that any signature is delivered by facsimile
              transmission, such signature shall create a valid and binding obligation
              of the party executing (or on whose behalf such signature is executed)
              the
              same with the same force and effect as if such facsimile signature
              page
              were an original thereof.

          


     

    	23.14  	
            Governing
              Court. In the event of any dispute or controversy arising out of or
              in
              relation to this Agreement,
              the parties shall use their best endeavors to settle the same amicably.
              To
              this affect, they shall consult and negotiate with each other in good
              faith and understanding of their mutual interests to reach a just and
              equitable solution acceptable to both of
              them.

          


     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

     

    Any
      dispute, difference or controversy of any kind whatsoever between the parties
      in
      connection with or arising out of this Agreement,
      or its
      interpretations or rectification, including without limitation, a dispute or
      controversy relating to the construction of any provision or the validity or
      enforceability of any term or condition or of the entire Agreement,
      or any
      claim that all or any part of this Agreement
      is
      void
      or voidable, shall be submitted and shall be finally settled under the Rules
      of
      Arbitration of the International Chamber of Commerce (ICC) by three arbitrators
      appointed in accordance with the said Rules. The place of the said arbitration
      shall be in the city of New York according to the laws of the State of New
      York
      and in the English language. 

     

    The
      remainder of this page has been left deliberately blank

     

    Signature
      Page to follow

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST
      WRITTEN ABOVE:

    


    
      	 	 	 
	
              INROB

            	 	
               CPCOM

            


    

     

     

    
      	 	 	 	 
	By:/s/
              Ben Tsur Joseph	 	By:	 
              /s/ Dan Galler
	
              
                

              
Its: CEO	 	 	
              
 Its
              Managing Director
	
            	 	 	
            


    

    
 

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

     

    Exhibit
      1.1 (a)

    
 

    8178
      Dr.
      A. Santos Ave., Paranaque City, Philippines

     

     

    
      
         

      

      
        -24-