WWW.EXFILE.COM, INC. -- 13745 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.3 TO FORM 10-Q


     

    

      EXHIBIT
        10.3

      LETTER
        OF AGREEMENT FOR DESIGN SERVICES

      between

      CELESTICA
        IRELAND LIMITED

      And

      MORE
        ENERGY LIMITED

      dated
        6th
        May 2005 (the “Effective Date”).

       

      This
        Letter of Agreement for Design Services (“Agreement”) confirms that Celestica
        Ireland Limited (AMS Division), whose registered office is at Parkmore Business
        Park West, Ballybrit, Galway, Ireland (“Celestica”) and More Energy Limited with
        its principal place of business at 4 Yodfat, Global Park, Lod Israel
        (“Customer”) have entered into a relationship whereby Celestica or its
        affiliates will provide the design services and Deliverables to Customer
        as
        requested by Customer and agreed to by Celestica, and Customer agrees to
        purchase such design services and Deliverables.

       

      At
        the
        time of signing of this Agreement, it is envisaged that the services to be
        provided by Celestica or its affiliates may include: design services, testing
        and prototype development, deliverables as well as other services requested
        by
        the Customer and agreed to by Celestica (“Services”), as further outlined in the
        written quotation provided by Celestica (“Quotation”). The Customer understands
        and acknowledges that a written purchase order (“Order”) is required by
        Celestica prior to commencement of any Services or provision of any
        Deliverables. Celestica will acknowledge receipt of Orders as soon as reasonably
        practicable and notify the Customer of acceptance or non-acceptance of Orders
        within five business (5) days of receipt. However, Celestica shall be under
        no
        obligation to accept Orders.

       

       

      1.    PROFESSIONAL
        SERVICES

      1.1  It
        is the
        intent of the parties that Services will be performed and the Deliverables
        will
        be provided in accordance with the statement of work, as mutually agreed
        to in
        writing by the parties (“Statement of Work”), which shall form part of this
        Agreement and be deemed incorporated herein by reference. The Statement of
        Work
        represents both parties’ good faith estimates of the schedules, scope of work
        and level of effort required to be expended on the Services. Both parties
        acknowledge, however, that the performance of the Services and provision
        of the
        Deliverables cannot be accurately determined at the outset of the Services
        and
        depend on many factors, such as co-operation of the Customer, accuracy of
        Specifications or Customer Information, completion of certain Customer tasks
        or
        adherence to Customer schedules within the Customer’s or a third party’s
        control. Accordingly, Celestica and Customer shall report to each other at
        agreed to regular intervals as to the progress being made by each of them
        in
        relation to meeting the schedules, any delays or anticipated delays or other
        issues that are being encountered that may affect the Statement of Work.
        Consequently, the Quotation and/or Statement of Work may requite adjustments
        or
        changes, which may result in additional charges and schedule
        updates.

       

      1.2  Celestica
        shall use commercially reasonable efforts to meet the schedules and time
        of
        performance of the Services as set forth in the Statement of Work or as
        otherwise agreed to in writing. Customer agrees to co-operate in good faith
        to
        allow Celestica to achieve completion of the Services in a timely and
        professional manner. Celestica shall not be responsible for delays in the
        provision of Services or any portion thereof caused by the Customer’s failure to
        complete a 

       

      
        
           

          
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      Customer
        task or adhere to a Customer schedule. Celestica will provide such resources
        and
        utilize such employees, sub-contractors and/or design consultants as it deems
        necessary to perform the Services, subject to the Customer first having provided
        Celestica with all applicable input as necessary for the provision of the
        Services including, but not limited to, drawings, documentation, data, software,
        firmware, information and know-how (“Customer Information”). The customer’s
        specifications will be set out in the Statement of Work or otherwise agreed
        to
        in writing (“Specifications”). The accuracy and completeness of the Customer
        Information and the Specifications provided by the Customer are the Customer’s
        responsibility. Celestica will perform the Services upon its receipt and
        acceptance of an Order from the Customer during the term of this Agreement.
        The
        manner and means used by Celestica to perform the Services desired by the
        Customer are in the sole discretion and control of Celestica. All work will
        be
        performed at Celestica’s various global facilities unless otherwise agreed by
        the parties.

       

      1.3  From
        time
        to time during the performance of the Services, Celestica may provide certain
        information, recommendations or recommend to Customer certain materials,
        technology or other elements for use in the development of the Deliverables.
        While Celestica uses its reasonable efforts to determine the accuracy of
        any
        information provided or recommendations made Celestica makes no warranties
        or
        representations as to their accuracy. Customer understands that the availability
        or suitability of any information, recommendations or recommended items are
        dependent on numerous factors that are not under Celestica’s control (such as,
        but not limited to, a supplier’s adherence to product roadmaps or general market
        conditions). Customer understands that any reliance on any information provided
        or any recommendation made or use of any recommended items is solely at
        Customer’s discretion. Consequently, Celestica will not be liable under this
        Agreement or otherwise for any decision made by Customer based on any
        information provided, recommendations made or any recommended items or for
        any
        impact on the Services or Deliverables due to any such information,
        recommendations or recommended items.

       

       

      2.    DELIVERY

      2.1  In
        performing the Services, Celestica shall design, develop and/or make for
        the
        Customer any tangible output resulting from the performance of the Services
        including any data, designs, specifications, or like material and any training,
        sample, or prototype product (“Deliverables”) as set forth in the Quotation
        and/or Statement of Work. Any prototypes provided to Customer as part of
        the
        Deliverables are for non-commercial use. Except as agreed otherwise,
        Deliverables sold to the Customer are delivered Ex Works (Incoterms 2000)
        at
        Celestica’s premises with Customer accepting responsibility for freight,
        insurance and customs fees. Title and risk of loss shall pass to Customer
        upon
        delivery. Except in accordance with Clause 3 below, refusal to accept
        a
        delivery will be treated as a cancellation in accordance with Section 11
        herein.

       

      2.2  Customer
        authorizes Celestica to procure such materials to fulfil Services and/or
        Orders,
        including, but not limited to long lead-time items, materials subject to
        minimum
        order quantities, unique materials, non-cancellable and non-returnable items
        and
        Customer agrees to be responsible for all costs incurred by Celestica to
        procure
        all such materials, which Celestica is unable to mitigate. Customer also
        agrees
        to be responsible for the cost of all finished goods and work in progress
        for
        prototype products or other Deliverables or products manufactured in accordance
        with Customer’s requirements. Notwithstanding the foregoing, all amounts
        incurred 

       

      
        
           

          
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      by
        Celestica under this provision shall be reasonable in the context of the
        Statement of Work package and agreed price for same hereunder.

       

       

      3.     ACCEPTANCE/EC
        CONTROL MANAGEMENT

      3.1  Celestica
        shall provide to the Customer the Services and Deliverables and other items
        as
        detailed in the Statement of Work and in conformance with the Specifications.
        The Customer may review such Deliverables for a period no greater than ten
        (10)
        business days from delivery and shall provide written notice of its acceptance
        or rejection within such ten (10) business day period. If the Customer rejects
        the Deliverables, Customer shall provide written details as to the reason(s)
        for
        which the Deliverables are not in conformance with the Specifications. If
        the
        Customer does not provide written notification of acceptance or rejection
        within
        such ten (10) business day period, the Deliverables and Services will be
        deemed
        accepted by the Customer.

       

      3.2  Where
        Celestica, in its reasonable determination, agrees that the Deliverables
        are not
        in conformance with the Specifications, Celestica shall, as soon as commercially
        reasonably practicable, correct the Deliverables and resubmit such Deliverables
        for Customer approval. The same process as described in this Clause 3
        will
        apply to the acceptance of the reworked Deliverables. Celestica will use
        its
        commercially reasonable efforts to correct such reworked Deliverables, however
        if the reworked Deliverables are continuously rejected and Celestica determines
        that such reworked Deliverables cannot be corrected the parties shall mutually
        work towards an agreeable solution for such reworked Deliverables. Should
        the
        parties not be able to find a solution, Celestica shall be entitled to provide
        a
        full refund of all the payments made for such Deliverables to Customer. Customer
        agrees and acknowledges that this shall constitute Customer’s sole remedy for
        such Deliverables hereunder or otherwise at law or in equity.

       

      3.3  Upon
        acceptance of the Deliverables and with the exception of Celestica’s warranty
        obligations set forth in Clause 7 below, Celestica will have no further
        responsibility for the correctness or completeness of the Deliverables or
        Services. Following Customer’s acceptance, Celestica shall proceed to develop
        the next milestone of the Statement of Work.

       

      3.4  Except
        for corrections required due to non-conformance to the Specification or warranty
        issues, all other changes will be addressed through a formal engineering
        change
        control process as outlined below or other documented process as agreed to
        by
        the parties.

       

      3.5  Either
        party may at any time propose changes to the relevant Services or Deliverables
        by a written Engineering Change Notice (“ECN”) to the other party. Any
        modifications to the Deliverables as recommended by Celestica or as requested
        by
        the Customer will be priced and pre-approved by the Customer prior to
        implementation.

       

      3.6  The
        recipient of an ECN will use all reasonable efforts to provide a detailed
        response within fourteen (14) Days of receipt. Celestica will advise Customer
        of
        the likely impact of an ECN, including but not limited to, time of
        implementation and fees.

       

      3.7  In
        the
        case of an ECN requested by Customer, Celestica will not unreasonably withhold
        or delay agreement to an ECN and the parties will endeavor to agree and
        implement the ECNs as soon as practicable. Customer at its discretion may
        reject
        an ECN proposed by Celestica.

       

      
        
           

          
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      3.8  Until
        an
        ECN and any associated impact and costs have been agreed to in writing, the
        parties will continue to perform their obligations without taking account
        of
        that ECN.

       

      3.9  All
        costs
        of implementing ECNs, including without limitation, costs of materials, handling
        charges, process and tooling charges, administrative charges, engineering
        charges and evaluation and testing costs will be the responsibility of
        Customer.

       

       

      4.    PRICES
        AND PAYMENT

      4.1  The
        charges for the Services and Deliverables shall be indicated in Statement
        of
        Work Annexes signed by both Parties and attached to this Agreement from time
        to
        time (“Charges”). Celestica shall invoice the Customer for Charges in accordance
        with the agreed to milestones as set forth in the Statement of Work or otherwise
        upon completion of the Services. Customer agrees and acknowledges that the
        Charges are estimated and may be subject to change during the course of
        performing the Services if the scope of work of such Services changes. Any
        changes to the Charges will be agreed to in writing by the parties and will
        amend the Charges in the applicable Statement of Work. In the case of expenses,
        Celestica shall invoice on the last business day of the month of
        expenditure.

       

      4.2  Customer
        shall reimburse Celestica for actual and reasonable travel and accommodation
        expenses. Prior to incurring any such expenses, Celestica will obtain the
        approval of Customer’s representative.

       

      4.3  Payment
        is due, without any set-off or deduction, thirty (30) days from date of invoice.
        Except for any income-related taxes for which Celestica is directly liable,
        the
        Customer will be solely responsible for and will pay all taxes, including
        value-added taxes, duties or other governmental or regulatory charges, unless
        evidence of exempted status is provided. All payments by Customer to Celestica
        under this Agreement shall be in the currency quoted by Celestica in the
        relevant Quotation. If the Customer fails to make any payment by the due
        date
        Celestica may, in addition to its other rights and remedies, charge interest
        on
        any overdue amounts at a rate of annual LIBOR plus four percent (4.0%) paid
        on a
        pro rata monthly basis or the maximum interest rate permitted by law (whichever
        is the lower) together with any legal fee incurred by Celestica in collecting
        the overdue payment. Celestica may also elect not to perform any further
        obligations until payment is received.

       

       

      5.    INTELLECTUAL
        PROPERTY RIGHTS

      5.1  Except
        as
        otherwise set forth herein, neither this Agreement nor the provision of Services
        hereunder shall give either Celestica or the Customer any ownership, interest
        in, or rights to the intellectual property of the other party. All intellectual
        property that is owned or controlled by a party at the commencement of the
        Services, or obtained independently during the performance of the Services,
        (“Pre-existing IP”) shall remain under the ownership or control of such
        party throughout the performance of the Services and thereafter.

       

      5.2  As
        used
        herein, the term “Innovations” shall mean any improvements, inventions,
        developments or modifications conceived or developed by Celestica solely
        or
        jointly with the Customer during the performance of the Services. Subject
        to
        Celestica’s rights as set forth in this Clause 6.2, the Customer shall be
        assigned ownership and sole intellectual property rights to any and all
        Innovations that are derived from or which contain any of the Customer
        Information, 

       

      
        
           

          
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      and/or
        the Customer Pre-existing IP therein (the “Customer Innovations”).
        Celestica shall retain all ownership and Intellectual Property rights to
        all
        other Innovations (the ‘‘Celestica Innovations”), whether or not jointly
        conceived, which:

       

      
        	(a)  	
                derive
                  in whole or in part from Celestica’s Pre-existing IP, proprietary
                  information, materials and/or intellectual property;
                  and/or

              


      

       

      
        	(b)  	
                relate
                  to the business of electronic design automation, the provision
                  of printed
                  circuit board or semiconductor design, generic manufacturing or
                  design
                  know-how, generic design processes, or generic design consulting
                  services.
                  For clarity sake, the term “generic” is meant to exclude innovations with
                  specific application to fuel cell products or related technologies,
                  which
                  innovations, if any, will be the sole property of
                  Customer.

              


      

       

      5.3  To
        perfect a party’s (“IP Owner”) ownership of its Pre-existing IP or
        Innovations in accordance with Clauses 5.1 and 5.2 above, the other
        party
        agrees, at the IP Owner’s expense, to assign to the IP Owner all
        rights the other party may have in the Pre-existing IP or Innovations
        and,
        if requested, to assist and co-operate with the IP Owner in all reasonable
        respects, execute all documents, and take all further acts reasonably necessary
        for the IP Owner to acquire, transfer, maintain and enforce its right
        in
        such Pre-existing IP or Innovations. Each party hereby waives, and
        shall
        secure the waiver of its employees, agents, and subcontractors relating to,
        any
        moral rights in such Pre-existing IP or Innovations in favour of the
        IP Owner, its successors and assigns to the fullest extent permitted
        by
        law.

       

      5.4  Each
        party agrees not to directly or indirectly reverse engineer any tangibles
        resulting from the Pre-existing IP or Innovations of the other party.
        Each
        party agrees not to alter, remove or destroy any proprietary markings or
        confidentiality legends or notices placed upon or contained within the
        Pre-existing IP or Innovations of the other party. Nothing in this
        Agreement gives either party the right to use the other party’s name, trade
        mark(s) or refer to or disclose the content hereof, whether directly or
        indirectly, in connection with any marketing or other activities, without
        the
        other party’s prior written consent.

       

       

      6.    LICENSE
        GRANT

      6.1  Subject
        to Celestica’s compliance with Clause 5 above and 12.1 below, any
        separately agreed to confidentiality provisions and the license terms hereof,
        the Customer hereby grants Celestica and its affiliates a royalty free,
        non-exclusive, non-transferable, world-wide license with sub-licensing rights
        to
        parties performing work on Celestica’s behalf in furtherance of its obligations
        hereunder to use the Customer Information and any Customer Pre-existing IP,
        Customer Innovations, including any intellectual property therein, in order
        for
        Celestica to perform the Services and fulfil its Obligations hereunder. The
        Customer agrees to obtain for Celestica the right to use, for the purpose
        of
        performing the Services, such third party information, materials and technology,
        and the intellectual property therein, as Celestica reasonably requires in
        order
        to perform the Services and fulfil its obligations hereunder. The Customer
        represents that, to the extent the Customer provides to Celestica any Customer
        or third party intellectual property hereunder, it has obtained all necessary
        permissions, licenses, consents and has the authority to provide such
        intellectual property to Celestica.

       

      
        
           

          
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      6.2  In
        providing the Service, Celestica will exercise and utilize certain of its
        intellectual property. Subject to payment in full of the amounts owed to
        it
        hereunder and Customer’s compliance with Clause 5, above and 12.1 below,
        any separately agreed confidentiality provisions and the license terms hereof
        and any other applicable obligations herein, Celestica grants to the Customer
        a
        world-wide, non-exclusive, non-transferable, fully paid license under Celestica
        Innovations and Celestica’s Pre-existing IP used in creating or
        manufacturing or incorporated in the Deliverables to make, have made, use
        and
        sell products derived therefrom for the purposes set forth in the Statement
        of
        Work. To the extent that a third party is utilizing the Deliverables to make
        products on behalf of the Customer, Customer shall be permitted to sublicense
        (with no further sublicensing rights) the necessary right in this paragraph
        to
        enable such third parties solely to perform the required work with respect
        to
        the Deliverables, provided that Customer shall ensure that such third parties
        comply and abide by these licensing terms and provided that such sublicense
        is
        exclusively for the benefit of Customer.

       

       

      7.    LIMITED
        WARRANTIES AND EXCEPTIONS

      7.1  Celestica
        warrants that the Services will be performed in a good and workmanlike manner
        in
        accordance with applicable industry standards and general practices in existence
        at the time of performance of the Services. Celestica further warrants for
        a
        period of ninety (90) days from the date of delivery of the final Deliverables
        that the Deliverables will be free from defects in workmanship and will conform
        substantially to the Specifications.

       

      7.2  Subject
        to Clause 7.3, the Customer’s sole remedy and Celestica’s entire liability
        under the warranty obligations of Clause 7.1 shall be to have Celestica,
        at
        its option:

       

      
        	(a)  	
                re-perform
                  the affected Services, within the original scope of the Services,
                  that
                  Celestica confirms are affected;

              


      

       

      
        	(b)  	
                repair
                  or replace the affected Deliverables;
                  or

              


      

       

      
        	(c)  	
                refund
                  the Customer for the pro rata amount of Charges relating to the
                  affected
                  Service or affected Deliverables, as
                  applicable.

              


      

       

      7.3  Celestica
        shall have no warranty obligation under this Agreement in the following
        circumstances:

       

      
        	(a)  	
                failure
                  of the Customer to report and identify to Celestica a non-compliance
                  with
                  the warranty set forth in Clause 7.1 within ninety (90)
                  days of the
                  completion of the Services or delivery of the final Deliverables,
                  whichever is applicable; or

              


      

       

      
        	(b)  	
                deficiencies
                  or defects solely caused by the Customer, any error, omission,
                  design
                  inaccuracy or fault in any Specifications or Customer Information
                  provided
                  to Celestica, or in any information, drawings, documentation, data,
                  firmware, tooling, software or technology specified or furnished
                  by the
                  customer; or

              


      

       

      
        	(c)  	
                deficiencies
                  or defects that solely result from any third-party supplied designs
                  or
                  technology; or

              


      

       

      
        
           

          
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        	(d)  	
                misuse,
                  modification, damage, placement in an unsuitable physical or operating
                  environment, or improper maintenance of any Deliverable, so long
                  as such
                  causes are not directly attributable to Celestica;
                  or

              


      

       

      
        	(e)  	
                failure
                  of any Service or Deliverable subjected to any use, repair, addition,
                  deletion or modification not authorized by Celestica;
                  or

              


      

       

      
        	(f)  	
                operation
                  or use of the Deliverables in a manner or for a purpose not specified
                  in
                  the Specifications or in any written instructions or requirements
                  provided
                  by Celestica to Customer.

              


      

       

      7.4  TO
        THE
        FULLEST EXTENT PERMITTED BY LAW, THIS WARRANTY SETS OUT CELESTICA’S SOLE
        OBLIGATION AND LIABILITY, AND THE CUSTOMER’S EXCLUSIVE REMEDIES, FOR CLAIMS
        BASED ON DEFECTS IN OR FAILURE OF ANY DELIVERABLE, OR SERVICE OR THE SUBJECT
        MATTER OF ANY SERVICE AND REPLACES ALL OTHER WARRANTIES, REPRESENTATIONS
        AND
        CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
        IMPLIED
        WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR
        A
        PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

       

       

      8.    INDEMNIFICATION

      8.1  Celestica
        will, in accordance with the provisions of this Clause 8 and subject
        to the
        exclusions in Clause 8.2(b):

       

      
        	(a)  	
                defend,
                  indemnify and save harmless the Customer from and against any and
                  all
                  third party infringement claims, suits or proceedings (“Claims”) to the
                  extent that such Claims are based upon or arise from an allegation
                  that
                  the Deliverable(s) infringe(s) any patent in effect at the time
                  of initial
                  delivery of the Deliverable(s), any copyrights or trademarks of
                  a third
                  party (“Claims”); and

              


      

       

      
        	(b)  	
                pay
                  for:

              


      

       

      
        	(i)  	
                any
                  settlement reached by Celestica relating to such claims;
                  or

              


      

       

      
        	(ii)  	
                any
                  losses, damages, costs and expenses (including reasonable attorneys’ fees)
                  as finally determined by a court of competent jurisdiction relating
                  to
                  such Claims.

              


      

       

      This
        Clause 8.1 is subject to Clause 9.1(a) and (b) below and sets
        forth
        Celestica’s entire liability and Customer’s exclusive remedies regarding any
        Claims relating to the Deliverables, whether under theory of warranty,
        indemnity, or otherwise.

       

      8.2  The
        Customer agrees that:

       

      
        	(a)  	
                Celestica
                  will have no liability whatsoever for,
                  and

              


      

       

      
        
           

          
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        	(b)  	
                the
                  Customer will defend, indemnify and save harmless Celestica from
                  and
                  against any and all Claims, including any Claims for which Celestica
                  may
                  have an indemnification obligation, to the extent such Claims are
                  solely
                  based upon or arise from:

              


      

       

      
        	(i)  	
                any
                  Customer Pre-existing IP or Customer
                  Innovations;

              


      

       

      
        	(ii)  	
                Celestica’s
                  compliance with or use of the Customer Information, the Specifications,
                  or
                  the Customer’s instructions or
                  requirements;

              


      

       

      
        	(iii)  	
                combination,
                  operation or use of the Deliverables by the Customer or any third
                  party
                  with other apparatus or items not finished by Celestica and which
                  were not
                  contemplated in the Specifications;

              


      

       

      
        	(iv)  	
                modification
                  of the Deliverables by the Customer or any third party without
                  the written
                  authorization of Celestica;

              


      

       

      
        	(v)  	
                parts,
                  components or materials approved, designated, supplied, or consigned
                  by
                  the Customer, including without limitation for incorporation into,
                  of use
                  in connection or combination with, the
                  Deliverables;

              


      

       

      
        	(vi)  	
                Customer’s
                  continued use of the Deliverables after Celestica has notified
                  Customer
                  that Celestica believes such activities may result in a Claim,
                  and
                  Celestica has indicated its willingness to take those steps described
                  in
                  Clause 8.4; or

              


      

       

      
        	(vii)  	
                operation
                  or use of the Deliverables in a manner or for a purpose not contemplated
                  in the Specifications or in any written instructions or requirements
                  provided by Celestica to Customer.

              


      

       

      
        	(c)  	
                and;
                  the Customer will pay for, in accordance with the provisions of
                  this
                  Clause 9:

              


      

       

      
        	(i)  	
                any
                  settlement reached by Customer relating to such Claims;
                  or

              


      

       

      
        	(ii)  	
                any
                  losses, damages, costs and expenses (including reasonable attorneys’ fees)
                  as finally determined by a court of competent jurisdiction relating
                  to
                  such Claims.

              


      

       

      8.3  Notwithstanding
        the foregoing, neither party will be obligated to indemnify each other for
        any
        Claims that result from or are based on any third-party supplied designs
        or
        technology that are incorporated into, or used in connection or in combination
        with the Deliverables.

       

      8.4  In
        the
        event that Customer’s use of the Deliverables, which are subject to a Claim that
        Celestica is required to indemnify for under Clause 8.1, is enjoined
        or is,
        in Celestica’s opinion, likely to be enjoined, Celestica may, in its discretion,
        elect to:

       

      
        	(a)  	
                procure
                  for Customer the right to continue to use the Deliverables free
                  of any
                  claim of infringement; or

              


      

       

      
        
           

          
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          8

          
            

          

        

        
          
          

        

      

       

      
        	(b)  	
                modify
                  or replace the Deliverables so that they became non-infringing,
                  provided
                  that the modified or replaced product conforms substantially to
                  the
                  Specifications for the
                  Deliverables.

              


      

       

      If
        Celestica elects to exercise its option under (a) or (b) above and by doing
        so a
        Claim can be settled with a third party, Celestica will have satisfied its
        indemnification obligations under Clause 9.1 and Celestica shall have
        no
        further indemnification obligations for such settled Claim. If Celestica
        considers neither option (a) nor (b) to be appropriate, Celestica will notify
        the Customer in writing and the parties will meet within 5 working days to
        review and agree a commercially reasonable alternative. If the parties are
        unable to agree a commercially reasonably alternative then the Customer agrees
        to return the Deliverable to Celestica, and Celestica will give Customer
        a
        pro-rated credit reflecting the depreciated value of the Deliverables calculated
        on a two year straight line basis from the date of delivery of the
        Deliverables.

       

      8.5  Neither
        party shall be required to indemnify the other party hereunder, unless the
        indemnified party gives the indemnifying party timely notification in writing
        of
        the claim and co-operates with the indemnifying party, at the indemnifying
        party’s expense, in the defence or settlement of the Claim. As well, so long as
        both parties are not required to indemnify the other for the same Claim under
        this Clause 8, the indemnified party shall give the indemnifying party
        the
        sole right to control the defence and settlement of any such Claim. Where
        both
        parties are required to indemnify each other for the same Claim, the parties
        shall each be responsible for their own defence or settlement, subject to
        accounting and adjustment according to the respective fault contributions
        of the
        parties as finally determined by a court of competent jurisdiction. The
        indemnifying party agrees that the indemnified party shall have the right
        to
        retain its own counsel at the indemnified party’s expense to monitor the defence
        of any Claim and to assist in any settlement negotiations, provided that
        the
        indemnifying party has sole control over such defence or settlement
        negotiations. The indemnifying party shall have no obligation to indemnify
        for
        any settlement made or costs incurred without its consent.

       

       

      9.    EXCLUSIONS
        AND LIMITATION OF LIABILITY

      9.1  To
        the
        fullest extent permitted by law, under no circumstances will Celestica have
        any
        liability, whether in contact or for negligence or otherwise and whether
        related
        to any single event or series of connected events, for any of the
        following:

       

      
        	(a)  	
                any
                  liability to Customer in excess of:

              


      

       

      
        	(i)  	
                in
                  the case of damage to or loss of tangible property, the value of
                  such
                  property; and

              


      

       

      
        	(ii)  	
                in
                  any event, and in respect of any other liability, the total Charges
                  (if
                  any) paid by the Customer for the Services hereunder which are
                  the subject
                  of the claim or US$200,000 (whichever is the
                  lesser);

              


      

       

      
        	(b)  	
                any
                  liability for any incidental, indirect, exemplary, special, punitive,
                  consequential or other damages, including without limitation, loss
                  of
                  business, loss of records, information or data, loss of use, loss
                  of
                  profits, revenue or

              


      

       

      
        
           

          
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          9

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                  anticipated
                    savings or other economic loss whether or not Celestica was informed
                    or
                    was aware of the possibility of such loss;
                    or

                


        

         

      

      
        	(c)  	
                any
                  third party claims which are not based upon negligent acts or omissions
                  of
                  Celestica in providing the Services hereunder (other than claims
                  arising
                  under Clause 8.1) against the Customer for any loss, damage,
                  costs or
                  expenses.

              


      

       

      9.2  Neither
        the Customer nor Celestica may bring an action more than two (2) years after
        the
        cause of action arose. The prevailing party in a legal action will be reimbursed
        by the other party for its reasonable expenses, including reasonable legal
        fees.

       

      9.3  Celestica
        shall have no liability to the Customer for any failure to perform any
        obligation due to the act or omission of the Customer, any supplier designated
        by the Customer, or any person who is not under the direct control of
        Celestica.

       

       

      10.    TERMINATION/
        CANCELLATION/ SUSPENSION

      10.1  Either
        party may terminate this Agreement or cancel in whole or in part any Order
        by
        giving to the other party thirty (30) days prior written notice at any
        time.

       

      10.2  Either
        party may terminate this Agreement and/or any Order:

       

      
        	(a)  	
                if
                  the other party commits a material breach and fails to remedy the
                  breach
                  within thirty (30) days of written notice requiring it to do so;
                  or

              


      

       

      
        	(b)  	
                immediately
                  if the other party becomes insolvent or is declared bankrupt, or
                  if a
                  receiver and manager, liquidator, trustee in bankruptcy, or other
                  officer
                  with similar power is appointed over all or a substantial part
                  of the
                  assets of that party, or if that party files a proposal or notice
                  of
                  intention to make a proposal under the Bankruptcy or Insolvency
                  Act or any
                  similar law, or any equivalent event occurs under any relevant
                  jurisdiction.

              


      

       

      10.3  In
        the
        event of termination or cancellation pursuant to this Clause 10 or
        otherwise:

       

      
        	(a)  	
                termination
                  of this Agreement and/or any cancellation in whole or in part of
                  any Order
                  will not prejudice accrued rights and liabilities (including payment
                  for
                  Services performed) of either party, and Celestica shall be entitled
                  to
                  invoice for Services performed up to the point of termination and
                  amounts
                  otherwise due including (a) the full produce price for any
                  finished
                  products or work in process, and (b) for any costs associated
                  with
                  materials on hand or on order which cannot be mitigated by the
                  reasonable
                  effort of Celestica, and c) for any investment incurred
                  by Celestica
                  and agreed to by Customer which is specifically in relation to
                  the
                  Services hereunder and which were to paid by Customer in accordance
                  with
                  the Statement of Work; provided that in all cases of (a), (b) and
                  (c)
                  above the amounts payable are reasonable in context of the total
                  price
                  payable for the fully completed Services under the relevant Statement/s
                  of
                  Work and provided further that Celestica deliver to Customer all
                  Deliverables or parts thereof against the payments hereunder. Customer
                  shall pay such invoice in accordance with the provisions herein;
                  and

              


      

       

      
        
           

          
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          10

          
            

          

        

        
          
          

        

      

       

      
        	(b)  	
                Celestica
                  will, in so far as reasonably practicable following the Customer’s
                  request, destroy or deliver up to the Customer all Customer Information;
                  and

              


      

       

      
        	(c)  	
                any
                  rights or obligations, which by their nature continue after termination
                  of
                  this Agreement, will remain in effect until they are
                  completed.

              


      

       

      10.4  Suspension
        by the customer not agreed to in advance by Celestica under this Agreement
        of
        any Services for any reason for a period exceeding greater than ten (10)
        business days will be treated as a cancellation and render all Charges and
        other
        reimbursable costs incurred to that date immediately due and
        payable.

       

       

      11.    CUSTOMER
        CREDIT LIMIT

      The
        Customer acknowledges that Celestica, in the performance of its obligations
        under this Agreement will incur financial obligations on behalf of the Customer.
        The parties agree that Celestica will, before it incurs financial obligations
        on
        behalf of the Customer, and from time to time, establish and agree the
        Customer’s credit limit with Celestica. The credit limit will be established
        after consultation between Customer and Celestica. Customer agrees to operate
        within its credit limit. In the event that Customer’s financial liability
        exceeds the amount of this credit limit, Celestica will give Customer notice
        of
        its default of this condition and, if not remedied within seven (7) days,
        Celestica has the right to take appropriate action to reduce its financial
        obligations. Notwithstanding the above, Celestica will not be entitled to
        suspend performance of its obligations if Celestica is in default in achieving
        an agreed milestone in the applicable statement of work.

       

       

      12.    GENERAL

      12.1  Confidentiality
        - The
        parties will comply with the provisions of the confidentiality agreement
        referenced as [date/title]. Nothing in this Agreement gives either party
        a right
        to use the other party’s name, trade mark(s), trade name(s) or to refer to, or
        disclose, the existence of this Agreement or any terms and conditions of
        this
        Agreement, whether directly or indirectly in contraction with any marketing
        or
        other activities without the other party’s prior written consent.

       

      12.2  Force
        Majeure
        -
        Neither the Customer nor Celestica will be liable for any delay in performing
        or
        for failing to perform obligations (other than payment obligations) due to
        causes beyond their reasonable control.

       

      12.3  Export
        - The
        Customer agrees to comply with all applicable import and export control laws
        and
        regulations and herby gives its assurance that products are not intended
        to be
        shipped directly or indirectly to prohibited countries. The Customer is
        responsible for obtaining any and all necessary licenses, consents, government
        documents and approvals prior to resale, import or any export of product(s)
        under the laws and regulations of any relevant jurisdiction. Should any products
        provided to the Customer be for any government, the Customer is solely and
        exclusively responsible for compliance with all statutes and regulations
        governing sales to such government.

       

      12.4  Preferred
        Supplier
        - The
        Customer agrees that if it intends to seek competitive tenders for the provision
        to it from time to time of any manufacturing business resulting from the
        performance of the Services, it shall include Celestica in its invitation
        to
        tender. The terms and

       

      
        
           

          
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                    Celestica
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          11

          
            

          

        

        
          
          

        

      

       

      
        conditions
          of any such manufacturing business shall be governed by a separate manufacturing
          agreement to be concluded between the parties.

         

      

      12.5  Employment
        of Staff
        -
        Neither Party shall solicit or attempt to solicit the employment of any
        employees of the other Party engaged in the performance of the Service or
        this
        Agreement. Such restriction shall apply for a period of one (1) year after
        the
        completion of such Service. Liquidated damages for breach of this Clause
        shall
        be a sum equal to one year’s salary of the employee concerned which shall be
        payable by the violating Party to the other party on termination of the
        employee’s employment with such other Party. The above liquidated damages are a
        reasonable pre-estimate of a party’s damages from a breach of the preceding
        paragraph and are not a penalty.

       

      12.6  Freedom
        of Action
        -
        Subject to Celestica’s compliance with Clause 12.1 above, any separately
        agreed confidentiality provisions, and the license terms hereof, this Agreement
        will not prevent Celestica or its affiliates from marketing, acquiring,
        providing, or developing materials, products or services that are similar
        to or
        competitive to those of the Customer. Celestica may pursue activities
        independently with any third party even if similar to the activities pursued
        with the Customer and except for Celestica’s confidentiality obligations
        hereunder, nothing contained in this Agreement shall be construed as limiting
        or
        depriving Celestica of its rights to use its basic knowledge, know-how and
        skills to design or carry out other projects or services for itself or others,
        whether or not such other projects of services are similar to the work to
        be
        performed pursuant to this Agreement.

       

      12.7  Waiver
        - No
        provision of this Agreement will be deemed waived and no breach or default
        excused unless the waiver or excuse is in writing and signed by the party
        issuing the waiver. A waiver of any provision or breach shall not constitute
        a
        waiver of any other provision or subsequent breach.

       

      12.8  Severability
        - if any
        provision contained in this Armament is, for any reason, held to be invalid
        or
        unenforceable in any respect under the laws of any jurisdiction where
        enforcement is sought, such invalidity or unenforceability will not affect
        any
        other provision of this Agreement, and this Agreement will be construed as
        if
        such invalid or unenforceable provision were not present.

       

      12.9  Assignment
        -
        Neither party may assign this Agreement in whole or in part without the prior
        written consent of the other party, except that Celestica may assign this
        Agreement in whole or in part to any company which is (whether directly or
        indirectly) controlling, controlled by or under common control with Celestica
        or
        to any person who acquires the whole or any part of Celestica’s
        business.

       

      12.10  Relationship
        of the parties
        - The
        relationship of Celestica and Customer as established under this Agreement
        will
        be and at all times remain one of independent contractors, and neither party
        will at any time nor in any way represent itself as being a dealer, agent
        or
        other representative of the other party or as having authority to assume
        or
        create obligations or otherwise act in any manner on behalf of the other
        party.

       

      
        
           

          
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          12

          
            

          

        

        
          
          

        

      

       

      12.11  Third
        Parties
        - The
        provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded
        from, and shall have no effect in respect of this agreement.

       

      12.12  Governing
        Law
        - The
        laws of the state of New York govern this Agreement and all transactions
        hereunder exclusive of any provisions of the United Nations Convention on
        the
        International Sale of Goods and without regard to principles of conflicts
        of
        law. The parties submit to the non-exclusive jurisdiction of the courts of
        New
        York. The parties hereto expressly waive any right they may have to a jury
        trial
        and agree that any proceedings under this Agreement shall be tried by a judge
        without a jury.

       

       

      13.    ENTIRE
        AGREEMENT

      The
        parties agree that in this Agreement, any agreed Statement of Work, together
        with the terms in Quotation, represent and constitute the entire agreement
        between them and any pre-printed, additional or different terms in any Order
        or
        other written communication will have no legal effect unless agreed to in
        writing by both parties. In the event of any inconsistencies or conflict
        between
        this Agreement, the Quotation or the Statement of Work, the order of precedence
        shall be (1) this Agreement; (2) the Quotation; and (3) the
        Statement of Work. No purported amendment of this Agreement will be valid
        unless
        made or confirmed in writing by a duly authorised representative of each
        party.

       

      By
        signing below, both parties agree to the terms of this Agreement and represent
        that the individuals signing below have authority to bind their respective
        corporations.

       

      AGREED
        TO:

       

      
        	
                CELESTICA
                  IRELAND LTD.

                 

              	
                MORE
                  ENERGY LIMITED

                 

              
	
                Signed
                  by:/s/
                  Kevin Walsh

                 

              	
                Signed
                  by:/s/
                  Gennadi Finkelshtain

                 

              
	
                Print
                  Name:Kevin
                  Walsh

                 

              	
                Print
                  Name:Gennadi
                  Finkelshtain

                 

              
	
                Title:VP

                 

              	
                Title:General
                  Manager

                 

              
	
                Date:13th
                  May ‘05

                 

              	
                Date:May
                  24, 2005

                 

              
	 	
                Signed
                  by:/s/
                  Israel Fisher

                 

              
	 	
                Print
                  Name:Israel
                  Fisher

                 

              
	 	
                Title:Senior
                  Vice President, Finance

                 

              
	 	
                Date:May
                  24, 2005

                 

              


      

      


      
         

        
          	More
                  Energy Final 06-May-05 	
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                    Proprietary and Confidential 

                


        

        
          13

          
            

          

        

        
          
          

        

      

    

    

      
        
          	
                  CELESTICA 

                	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD1 [Subject to
                  a request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1of
                  2 	
                  Doc
                    #:

                	
                  Revision:    2.0 

                


        

      

       

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      
        	2.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      


      
        	3.	
                Inputs
                  from Medis

              


      

      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Restriction
        of Scope

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	4.	
                Outputs

              


      

      


      
        	4.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

       

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          
            	CELESTICA 	 	 
	AMS Division,
                    Galway 	 	 
	 	 	 
	MD1 [Subject
                    to a request
                    for confidential treatment; Separately filed with the
                    Commission]	 	 
	 	 	 
	Page 2of
                    2 	
                    Doc
                      #:

                  	
                    Revision:    2.0 

                  


          

        

         

      

      
        	4.3.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.4.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.5.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	5.	
                Resources

              


      

      
        	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Terms
        and Conditions

      


      Schedule
        driven by customer to get the project finished by [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      Any
        delay
        due to change of specifications or design validation will require a new
        agreement.

      Payment
        conditions

       

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]


      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      
        
          	CELESTICA 	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD2 [Subject to
                  a request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1of
                  2         Issue
                  Date:	
                  Doc
                    #:

                	
                  Revision:    2.0 

                


        

      

       

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      


      
        	3.  	
                Inputs
                  from Medis

              


      

      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Restriction
        of Scope

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	4.	
                Outputs

              


      

      


      
        	4.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

       

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            
              	CELESTICA 	 	 
	AMS Division,
                      Galway 	 	 
	 	 	 
	MD2 [Subject
                      to a request
                      for confidential treatment; Separately filed with the
                      Commission]	 	 
	 	 	 
	Page 2 of
                      2         Issue
                      Date:	
                      Doc
                        #:

                    	
                      Revision:    2.0 

                    


            

          

           

        

      

      
        	4.3.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.4.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      
        	4.5.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	5.	
                Resources

              


      

      
        	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      Terms
        and Conditions

      Schedule
        driven by customer to get the project finished by [Subject
        to a request for confidential treatment; Separately filed with the
        Commission].

      Any
        delay
        due to change of specifications or design validation will require a new
        agreement.

      Payment
        conditions

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      



      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      
        
          	CELESTICA 	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD3 [Subject to a
                  request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1of 2         Issue
                  Date: 11/03/2005	
                  Doc
                    #: FC 003

                	
                  Revision:   1.0 

                


        

      

       

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      


      
        	2.1.	
                Product
                  Design Qualification

              


      

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      


      
        	2.2.	
                Process
                  Design Qualification

              


      

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	2.3.	
                Testing
                  Strategy (reference Work package
                  MD6)

              


      

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	2.4.	
                Product
                  Release to Manufacture:

              


      

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	2.5.	
                Quality
                  Acceptance Criteria.

              


      

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      


      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            
              	CELESTICA 	 	 
	AMS Division,
                      Galway 	 	 
	 	 	 
	MD3 [Subject
                      to a request
                      for confidential treatment; Separately filed with the
                      Commission]	 	 
	 	 	 
	Page 2 of 2         Issue
                      Date: 11/03/2005	
                      Doc
                        #: FC 003

                    	
                      Revision:   1.0 

                    


            

          

           

        

      

      
        	
                3.

              	
                Inputs
                  from Medis

              


      

      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Restriction
        of Scope

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      


      
        	4.	
                Outputs

              


      

      


      
        	4.1	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	4.2	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      


      
        	5.	
                Resources

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Terms
        and Conditions

      


      This
        Statement of Work is governed by the Letter of Agreement for Design Services
        in
        place between Medis and Celestica.

      


      



      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        
          	CELESTICA 	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD4 [Subject to a
                  request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1 of
                  2         Issue
                  Date: 11/03/2005	
                  Doc
                    #: FC 004

                	
                  Revision:   1.0 

                


        

      

       

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      
        	2.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	2.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	2.3.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	3.	
                Inputs
                  from Medis

              


      

      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	4.	
                Output

              


      

      


      
        	4.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        
          STATEMENT
            OF WORK

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            
              	CELESTICA 	 	 
	AMS Division,
                      Galway 	 	 
	 	 	 
	MD4 [Subject
                      to a request
                      for confidential treatment; Separately filed with the
                      Commission]	 	 
	 	 	 
	Page 2 of
                      2         Issue
                      Date: 11/03/2005	
                      Doc
                        #: FC 004

                    	
                      Revision:   1.0 

                    


            

          

           

        

      

      
        	4.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	5.	
                Resources

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Terms
        and Conditions

      


      This
        Statement of Work is governed by the Letter of Agreement for Design Services
        in
        place between Medis and Celestica.

      
 

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	CELESTICA 	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD5 [Subject to a
                  request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1 of
                  2         Issue
                  Date: 11/03/2005	
                  Doc
                    #: FC 005

                	
                  Revision:   1.0 

                


        

      

       

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	3.	
                Inputs
                  from Medis

              


      

      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      


      Restriction
        of Scope

      


      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	4.	
                Output

              


      

      
        	4.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

       

      
        
          STATEMENT
            OF WORK

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            	CELESTICA 	 	 
	AMS Division,
                    Galway 	 	 
	 	 	 
	MD5 [Subject to
                    a request
                    for confidential treatment; Separately filed with the
                    Commission]	 	 
	 	 	 
	Page 2 of
                    2         Issue
                    Date: 11/03/2005	
                    Doc
                      #: FC 005

                  	
                    Revision:   1.0 

                  


          

        

         

      

      
        	4.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	5.	
                Resources

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Terms
        and Conditions

      


      This
        Statement of Work is governed by the Letter of Agreement for Design Services
        in
        place between Medis and Celestica.

      
 

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	CELESTICA 	 	 
	AMS Division,
                  Galway 	 	 
	 	 	 
	MD6 [Subject to a
                  request
                  for confidential treatment; Separately filed with the
                  Commission]	 	 
	 	 	 
	Page 1 of
                  2         Issue
                  Date: 11/03/2005	
                  Doc
                    #: FC 006

                	
                  Revision:   1.0 

                


        

         

      

      REVISION
        HISTORY

       

      
        	
                Date

              	
                Revision

              	
                Originator

              	
                Description
                  of Change/ Reason for Release

              
	
                *

              	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


       

      
        	1.	
                Aim

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        	2.	
                Scope
                  of Work

              


      

      


      
        	2.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	2.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	3.	
                Inputs
                  from Medis

              


      

      


      
        	 	
                Contact

              	
                Filename

              
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 
	
                *

              	
                *

              	 


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      
        	4.	
                Outputs

              


      

      
        	4.1.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	4.2.	
                [Subject
                  to a request for confidential treatment; Separately filed with
                  the
                  Commission]

              


      

      


      
        	5.	
                Resources

              


      

      [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

       

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            	CELESTICA 	 	 
	AMS Division,
                    Galway 	 	 
	 	 	 
	MD6 [Subject to
                    a request
                    for confidential treatment; Separately filed with the
                    Commission]	 	 
	 	 	 
	Page 2 of
                    2         Issue
                    Date: 11/03/2005	
                    Doc
                      #: FC 006

                  	
                    Revision:   1.0 

                  


          

           

        

      

      Terms
        and Conditions

      


      This
        Statement of Work is governed by the Letter of Agreement for Design Services
        in
        place between Medis and Celestica.

      
 

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Medis
        Valencia Quotation v.3

      
        	
                Task

              	
                Duration

              	
                Person/

                Week

              	
                Hours

              	
                Euros

              	
                Euros

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	
                *

              
	
                MD1:
                  *

              	 	 	 	 	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	
                *

              
	
                MD2:
                  *

              	 	 	 	 	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	 	 	 	 	
                *

              
	 	 	 	 	
                *

              	
                *

              
	
                TOTAL

              	 	 	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Rate:
        (Euros/hours) [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      Hours
        per
        week [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      Project
        finish date [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]
        (assumption by customer requirement)

      Resources
        committed until [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]:
        [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]
        ([Subject
        to a request for confidential treatment; Separately filed with the
        Commission])

       

      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Resources
        after [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]
        will
        require additional PO ([Subject
        to a request for confidential treatment; Separately filed with the
        Commission])

      


      



      
        
          STATEMENT
            OF WORK

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

Medis
      Design Services Quotation, April 26, 2005
      Celestica
        Galway Resources

      
        	
                MD3:
                  *

              	 	 	 	 	 
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	
                 

              	 	 	
                 

              	 
	
                MD4:
                  *

              	 	 	 	 	 
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	
                 

              
	
                MD5:
                  *

              	 	 	 	 	 
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	 
	
                MD6:
                  *

              	 	 	 	 	 
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	 
	
                TOTAL

              	 	 	
                *

              	
                *

              	
                *

              
	 	 	 	 	 	 
	
                Overall
                  Total (Valencia and Galway)

              	 	 	
                *

              	
                *

              	
                *

              


      

      __________

      * [Subject
        to a request for confidential treatment; Separately filed with the
        Commission]

      


      US$
        shown
        at Exchange Rate of 1 Euro=$1.33 for comparison purposes

      Should
        Exchange rates fluctuate [Subject
        to a request for confidential treatment; Separately filed with the
        Commission],
        Celestica reserve the right to requote.

      Travel
        expenses will be charged to Medis at cost and all travel will be pre-approved
        by
        Medis.

       

      
 

      
        
          STATEMENT
            OF WORK