yoo_8k-ex1020.htm


    EXHIBIT
10.20

     

    OEM
SUPPLY AGREEMENT

     

    This
Agreement was made this 24th of. June, 2008 ("Effective
Date") is by and between Tynsolar Corporation,
a Taiwan company with a place of business at 1381 Ren-Ay. Chunan-Jenn, Miaulih
350 ,Taiwan and IX
Energy, Inc. ("IXE"), a
Delaware corporation with a place of business at 419 Lafayette Street
6th Fl., New York, NY 10017, USA.

     

    RECITALS

    


    IXE has expertise in
the development and manufacture of solar modules, and desires to manufacture and
sell to Tynsolar. Tynsolar is
interested in purchasing solar modules
from IXE. IXE is willing to supply modules to Tynsolar for Tynsolar to
resell
such products
as part of its product offering,
all in
accordance with the terms and
conditions set forth in this Agreement.

     

    Based on
the foregoing recitals and in consideration of the. mutual covenants and
promises herein contained, the parties agree as follows:

     

    1.       
DEFINITIONS

    For
purposes of this Agreement and all Exhibits attached hereto, the following terms shall have
the Meaning set forth below:

    
      


      
        	 	1.1. 	
                "Affiliate"
      means with respect to either Party a person or entity, including
      corporations, partnerships and joint ventures, that directly or indirectly
      through one or more
      intermediaries, controls.,
      is controlled by or is under common
      control
      with such person or
      entity, "Control" (and, with correlative meanings, the term
      "controlled by" and "under common control with") means
      the possession of
      the power to direct or cause the direction of the management and
      policies of such Person or entity, whether through the ownership of voting
      stock, by contract
      or otherwise. In the caste of
      a corporation, "control" shall mean, among other things, the direct
      or indirect ownership of fifty percent (50%) or more of its outstanding
      voting stock.

              
	 	 	 
	 	1.2. 	
                "Agreement" means this OEM Agreement, as
      amended from time to time.

              
	 	 	 
	 	1.3.  	
                "Confidential Information means
      all materials, know-how or other information, including, without
      limitation, proprietary information and  materials (whether or
      not patentable)
      regarding a Party's technology, products, business
      information or
      objectives, which is designated as confidential in
      writing by the disclosing Party, whether by letter or by the use of an
      appropriate stamp or legend, prior to or at the time any such material,
      trade secret or other information is disclosed
      by
      the disclosing
      Party to
      the other Party.
      Notwithstanding the
      foregoing to
      the
      contrary
       materials, know-how or other
      information which is
      orally, electronically or visually disclosed a Party, or is in writing without an
      appropriate letter, stamp or legend,
      shall constitute
      Confidential
      Information
      of
      a
      Party
      (a)
      if
      the
      disclosing Party, within thirty (30) days after such disclosure, delivers
      to the other Party a written document or documents describing the
      materials, know-how or other information and referencing the place and
      date of such oral, visual, electronic or written disclosure and the names
      of the persons to whom such disclosure was made, or (b) such
      information
      is of the
      type that is customarily considered to be confidential irformation by
      persons
      engaged in activities that are substantially similar to the activities
      being
      engaged in by the  hereunder. Notwithstanding the foregoin,
      any technical or financial information of a
      Party disclosed by
      IXE to Tynsolar or visa versa or disclosed through an audit or
      sales
      report shall constitute Confidential Information
      of a Party unless otherwise
specified.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	 	1.4.   	
                "Customer
      means the end--user customer who purchases a Tynsolar system that includes
      Product(s).

              
	 	 	 
	 	1.5. 	
                "Delivery
      Date" means the data on whichdelivery of
      Product(s) is
      properly requested in a Purchase Order and accepted by
      IXE.

              
	 	 	 
	 	1.6. 	
                "Invoice"
      means an
      IXE invoice issued to Tynsolar
      in accordance with. the terms of this Agreement.

              
	 	 	 
	 	1.7. 	
                "Party" means Tynsolar or IXE;
      "Parties" means Tynsolar and IXE. As used in this
      Agreement, references to "third parties" means persons or entities other
      than a
      Party or its Affiliates.

              
	 	 	 
	 	1.8. 	
                "Products"
      means modules, panels,or the equivalent.

              
	 	 	 
	 	1.9. 	
                "Quantity"
      means
      the number of modulesTynsolar will purchase based on number
      of Watts.

              
	 	 	 
	 	1.10. 	
                "Purchase
      Order" means a Tynsolar purchaseorder issued
      to IXE
      in accordance
      with the terms of this Agreement.

              
	 	 	 
	 	1.11. 	
                "Specifications"
      means information specifying the technical andperformance criteria
      for Products based on the information
      provided by Tynsolar.

              
	 	 	 
	2. 	PRICE 	 
	 	 	 
	 	2.1 	
                The
      module sales price for 2008 payable by
      Tynsolar is agreed to
      fix at average Freight on Board (F.O.B.) NY, NJ, VA (East Coast,
      USA) @ floor of US$4.03 per Watt. The
      first IX Energy fabricated solar panel delivery is to
      be
      on
      or before
      Nov. 15th 2008.
      The
      price
      for
      2009 will be reviewed and agreed to one (1) month before the start
      of the next quarter (every quarter is 3 month period).

              
	 	 	 
	 	2.2 	
                The solar wafer
      or cell price for 2008 delivery will be discus e and determined by both
      parties before end of July 2008.

              
	 	 	 
	 	2.3 	
                Tynsolar
      shall pay to IXE for each Product ordered pursuant to this Agreement based
      on Section 7 of this Agreement unless otherwise agreed to in writing
      stated on the relevant Purchase Order.

              
	 	 	 
	 	2.4 	
                Tynsolar shall be
      responsible for the payment of all charges outside of F.O.B.
      terms.

              
	 	 	 
	 	2.5 	
                The price of
      Products payable by Tynsolar pursuant to this Agreement
      is Confidential Information of IXE, and Tynsolar shall not furnish such
      price in any quote that includes a Product; or quote other items
      separately so
      that such price can he
      deduced, or otherwise disclose such pride to any third
      party.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.       
PRODUCT AND
VOLUME

       

      
        	 	3.1 	
                The Product specifications are
      based on Exhibit A.

              
	 	 	 
	 	3.2 	
                The
      quantity Tynsolar intends to purchase is structured into two
      phases for this Agreement.

              


      

       

    

    
    

    
      
        	
                           3.2.1  

              	
                First
      phase of 5MW (five megawatts) per monthly schedule in Section 3.2.3.
      within 6 months.

              


      

    

    


    
      
        	
                           3.2.2  

              	
                Second phase of up to 18MW
      (eighteen megawatts)
      for Year 2009.

              


      

    

    


    
      	
                         3.2.3  

            	
              The
      projected end of month shippable quantity is shown belowfor
      Years
      2008-2009. IXE will informTynsolar the exact shippable
      quantity two (2) weeks before shipping
  date.

            


    

     

    
      	● 	September
      2008  	1-25W solar cell or
      wafer 	 
	● 	October
      2008  	1.25MW solar cell or
      wafer 	 
	● 	November
      2008  	500KW
      module 	 
	 	 	750KW solar cell or
      wafer 	 
	● 	December
      2008  	1.25MW
      module 	 


    

    
      
         

        
          	
                                                                   

                	
                  The
      specification of the solar cells and wafer need to
      be approved by Tynsolar.

                


        

         

      

    

    
      
        	
                           3.2.4  

              	
                The
      module price and monthly shipping quantityin 2009 will be
      discussed and determined by both parties before end of November
      2008.

              


      

    

     

    
      
        	
                 

              	
                3.3

              	
                
                  Any
      additional quantities will
      be
      agreed to in writing
      by both Tynsolar and IXE.

                

              
	 	 	 
	 	3.4 	
                Tynsolar
      will issue the first Purchase Order for the, first shipment
      before end of July for the
      shipment in August. Monthly Purchase Order will be
      provided to
      IXE 30 days before the ship date.

              
	 	 	 
	4. 	ORDERS 	 


      

    

           


    
      	
               

            	
              4.1

            	
              Orders for the purchase of
      Products hereunder shall be
      submitted to IXE
      on
      a Purchase
      Order and
      shall specifically reference this Agreement. All orders are subject
      to acceptance by IXE, which shall not be
      unreasonably withheld. All terms and conditions of sale of Products are
      set forth in
      this Agreement. In
      the event of a conflict between the terms
      and conditions
      of this Agreement and the terms and
      conditions on a Purchase
      Order or Invoice, the terms and conditions of this Agreement shall
      prevail except
      for terms of
      a Purchase Order specifically designated by IXE as terms that supersede
      the inconsistent terms. in
      this Agreement.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Upon acceptance of a Purchase
      Order,
      INS shall use commercially reasonable efforts to manufacture the
      Products in accordance with
      the Specifications and. to ship such Products in accordance
      with the delivery
      requirements and Delivery Dates set forth
      in Purchase Order.
      If actual
      shipping quantity before last calendar day
      in each month does
      not meet agreed schedule as specified in term 3.2.3, both parties will.
      regard this as "delay" and IXE must provide explanation and remedy actions to Tynsolar within
      30 days. If the delay exceeds 50 days without acceptable reason, Tynsolar
      will have the right to suspend all unfilled order and this contract. Under
      this condition, IXE must return the remaining deposit to Tynsolar within
      30 days.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.3

            	
              Purchase Order will, include
      the quantities and
      types of Products to be Purchased by
      Tynsolar during the
      coming montn together with an estimated schedule
      of when such Products are to be delivered.

            
	 	 	 
	 	4.4 	
              Tynsolar
      shall reimburse IXE promptly upon request for all
      reasonable out
      of pocket costs and expenses, including the
      cost of
      carrying
      increased
      inventory over 15
      days, to the
      extent caused
      by
      any deviation in order quantities from the limits imposed by the
      preceding sentence, and IXE will act reasonably to mitigate
      any such costs and expenses.

            


    

     

    
      	
               
      

            	
              4.5

            	
              All
      Products shall. be packed for shipment and storage in accordance with
      Tynsolar's current module packing Spec and standard. If customization is
      required, the method of packing shall be agreed to in writing by both
      Tynsolar and IXE. Tynsolar will be responsible for paying all of the costs related to such
      customized packaging.

            


    

    


    
      	
               
      

            	
              4.5

            	
              All
      Products are subject to IXE's
      standard tolerances for specifications. Without Tynsolar's written
      agreement, IXE is not permissible to make material substitutions and
      modification of the spec of
products.

            


    

     

    5.       
SHIPMENT AND RISK OF LOSS

    


    
      	
               
      

            	
              5.1

            	
              All
      : Products delivered pursuant to the terms of this Agreement shall be F.O.B.
      East Coast of USA: NY, NJ, VA,
      to Tynsolar's provided ship to address or other place of delivery as
      designated time to
      time by Tynsolar, provided,
      however, that it delivery is requested to a site
      other thanTynsoar's address
      set forth in Purchase Order,
      Tynsolar shall be responsible to qualify delivery to
      such other site by
      specifying in sufficient detail to IXE all of the necessary
      shipping requirements for such site Tynsolar shall
      indemnifY and hold IXE harmless,
      including the reimbursement of all reasonable expenses
      incurred by 1X E, as a result
      of Tynsolar's failure to properly
      qualify delivery.
      Tynsolar shall use its
      best efforts to assist IXE in arranging any desired insurance (in
      amounts that Tynsolar shall determine) and transportation, unless
      otherwise specified in writing, to any destinations
      specified in
      writing from time to time. All local (i.e. within the United States)
      customs, duties, costs, taxes, insurance premiums, and other expenses
      relating to such transportation and delivery shall be at IXE's expense.
      All non-local (i.e. outside of United States or once goods are loaded onto shipping vessel or air
      cargo carrier) customs, duties, costs, taxes, insurance premiums,
      and other expenses relating to such transportation and delivery shall be
      at Tynsolar`s expense. The
      shipment of IX Energy's solar module will occur
      weekly.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.2

            	
              Title
      of goods and rusk. of loss with respect to all Products
      shall pass
      from IXF to Tynsolar upon transfer to
      the carrier.

            


    

    


    6.       TRAINING
AND INSPECTION

    


    
      	
               
      

            	
              6.1

            	
              Tynsolar
      commits to sending
      to IXE's manufacturing sites a
      plant
      engineering manager
      and
      a equipment/maintenance engineers each for 2 weeks to ensure IXE's
      Products are made
      according to Tynsolar's specifications. The schedule of inspections
      agreed to by Tynsolar
      and IXE are as below:

            


    

     

    
      	
                         ●  

            	
              Predesign
      & planning stage: Tynsolar will be responsible for reviewing the
      design and layout of the facility per Spire recommendation, Tynsolar will
      offer suggestions and beat practices for facility. Tynsolar will
      be
      available via teleconference if IX Energy
      teary has farther inquiries or technical questions. In addition IX Energy
      Inc. will send an engineering team to meet with Tynsolar at facilities for
      overview of Tynsolar procedures/processes/material/machine management
      system.

            


    

     

    
      	
                         ●      
      

            	
              Tynsolar
      will make available a plant management engineer and a
      equipment/maintenance engineer for two week or so to
      ensure (It is planned to have these engineer one week in Aug. and
      one week in Oct. in NY and VA facilities) to ensure that
      production process is running correctly and meets Specifications.
      IX Energy Inc. will pay Tynsolar a total. amount of US $15,000.00
      for
      these services
      described it those paragraph and provide
      flight, Board and lodging in Otisvilie, NY and Norton, VA.
      

            


    

     

    
      	
                         ●      
      

            	
              Once 50kW of Products are
      available in November 2008, Tynsolar will
      send an inspector, or receive shipment to ensure Products meets
      Specifications.

            


    

     

    
      	 	6.2 	Any
      follow-up inspections will be agreed to in advance between Tynsolar
      and IXE. Tynsolar will submit via writing comments on product, and if needed procedure for
      correcting product manufacturing issue within 15 days of receiving
      inspection samples.
	 	 	 
	
               
      

            	
              6.3

            	
              The
      additional training will be scheduled on a mutually agreed. upon basis and
      shall be invoiced to IXE
      after the training has been
      provided.

            


    

    


    
      	
               
      

            	
              6.4

            	
              IXE will provide
      to Tynsolar confidential information
      on IXE's factory
      layout, equipment used,
      and process flow. This confidential information is provided
      only for Tynsolar to
      ensure the Product
      will meet Tynsolar specifications.
      Confidential information is protected under Section 9 of this Agreement.

            


    

     

    7.       
PAYMENTS.

     

    
      
        	
                 
      

              	
                7.1

              	
                Deposit terms
      are:

              

                  

    

    
      
        	
                           7.1.1  

              	
                For
      Year 2008: Deposit of 5% of the total amount of moniesdue
      of the shippable quantities for Year 2008, according to paragraph
      3.2 of this agreement, (estimated at 5MW) to Tynsolar. The deposit is due
      10 days after the signing of this Agreement. Another 5% deposit is due 10
      days after Tynsolar approves the first 50KW of fabricated solar modules by
      IX Energy for the value of the remaining products (wafer/solar
      cell/Module) shipped for
2009. 

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
                          7.1.2     
      

            	
              For Year
      2009: Deposit of 10% of the monthly shippable volume to Tynsolar.
      This deposit is due 30 days before monthly
  shipment.

            


    

     

    
      	 	 	
              Tynsolar
      will pay this deposit in order to secure the goods. Payment method is TT
      payment
      to IXE stated bank account. Tynsolar will issue an 'Irrevocable Letter of Credit At Sight' per quarter for
      the balance payment of the total volume agreed. Tynsolar's letter of
      credit will be drawn on a bank acceptable to IXE and will be in a form approved
      by IXE. IXE will be able to draw down on the Letter of
      Credit onc
      goods are shipped each month. 

            
	 	 	 
	
               
      

            	
              7.2

            	
              In
      the event that Tynsolar shall fail to pay any
      past due Invoice
      within thirty
      (30) days of receipt of notice from
      IXE, IXE may, at arsy time and in
      its sole discretion, limit or cancel the credit of Tynsolar
      as to time and amount, and as a
      consequence, may demand full
      payment or partial payment before
      delivery of any
      unfilled Purchase Order of this Agreement, and may demand assurance of Tynsolar's
      due performance. Upon
      making such demand, IXE may suspend production,
      shipment, and/or
      deliveries.  If, within the
      period stated
      in such
      demand, but in no event longer than thirty (30) days. Tynsolar fails to agree and
      comply with such
      different terms of payment,
      and/or fails to give
      adequate assurance of due performance, IXE may (1) by notice to
      Tynsolar,. treat such
      failure or refusal as a repudiation by
      Tynsolar of the accepted
      Purchase Orders not then fully performed, whereupon IXE may cancel
      all further deliveries and any amounts
      unpaid hereunder shall immediately become due
      and payable; or {ii) mare
      shipments under reservation of a security
      interest and demand payment against tender of documents
      of title.

            


    

     

    8.       
WARRANTY

    


    
      	
               
      

            	
              8.1

            	
              IXE
      warrants that the Products will conform to
      the Specifications at the time of delivery and will
      be free from defects in materials and workmanship for 5. years under
      normal applications, installation, and usage and service condition.
      Performance guarantees 90% output within 12 years, 80% output within 2S
      years.

            
	 	 	 
	 	8.2  	Refer
      to Exhibit C for full warranty
terms. 


    

     

    
      	
               
      

            	
              8.3

            	
              If
      IXE receives notice of defects or nonconformance to the
      Specifications durin=g the warranty
      period, IXE will, at its option, repair or replace the affected Products.
      If IXE is unable, within the times
      designated in the warranty terms, to repair, replace or correct a
      defect or non-
      conformance in a Product to a condition as warranted,
      Tynsolar will be entitled to a refund
      of the purchase price upon prompt return of the Product to
      IXE. IXE will pay expenses
      for shipment of
      both
      defective and repaired or replacement. Products.

            
	 	 	 
	 	8.4  	The
      above warranty does not apply to
      defects resulting from improper or inadequate maintenance or installation
      by Tynsolar or its Customers; 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              Tynsolar
      or third party
      supplied hardware or software, interlacing or
      supplies; unauthorized
      modification; improper use or operation outside of the
      Specifications for the Product; abuse, negligence, accident, lass or
      damage in transit; improper site preparation; or
      improper
      repair. 

            
	 	 	 
	
               
      

            	
              8.5

            	
              Tynsolar's
      sole remedies under
      IXE's warranty shall
      be limited to repair or replacement of the Product that failed to
      conform to such warranty, or refund of the purchase
      price of the
      Product. Repair, replacement or refund stall be at the sole discretion of
      IXE.

            


    

    


    
      	
               
      

            	
              8.6

            	
              THE
      FOREGOING WARRANTIES ARE EXCLUSIVE AND NO OTiiER WARRANTY, EXPRESS OR
      IMPLIED, IS GIVEN BY IXE, INCLUDING THOSE OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY
      DISCLAIMED.

            


    

    


    
      	
               
      

            	
              8.7

            	
              Exhibit
      C IXE complies with Tynsolar provided Warranty provision attached under exhibits.
      (see attached
      Tynsolar Corporation's
      warranties)

            


    

    


    9.       
CONFIDENTIALITY

    


    
      	
               
      

            	
              9.1

            	
              During the term of this
      Agreement, all
      Confidential information exchanged or developed under this Agreement shall be kept
      strictly confidential by either party and shall not be used by either
      party nor disclosed by either party to any third, party for any purpose except
      those of this Agreement and within either party's own organization
      only to
      employees or consultants who have undertaken a similar obligation for the time daring and after
      the term of their
      employment or consulting contract. This obligation shall not
      extend to any
      Confidential Information
      that is now or subsequently becomes part of the public-domain
      through no breach of this Agreements By way of example but not by way of
      1imitation, all information relating to IXE's sale of Products (e.g.,
      price, quantity, discount, delivery schedule, manuals, schematics, design
      specifications, manufacturing procedures, etc.) and
      Specifications shall be deemed IXE's Confidential
    Information.

            


    

    


    
      	
               
      

            	
              9.2

            	
              The
      provisians of Section 9.1 shall survive
      any termination of this agreement and continue in
      force for a period of five (5) years following the effective date of an such
      termination.

            


    

    


    10.     
LIMITATION. OF LIABILITY; INDEMNIFICATION

    


    
      	
               
      

            	
              10.1

            	
              IXE's liability arising out of this Agreement,
      including without limitation on account of
      any breaches or
      default, or
      from or on account of any
      Products sold
      pursuant to this Agreement, or the use
      thereof, arising from whatever cause, whether tort,
      breach of contract, aarrantl:, or otherwise, excepting
      solely fraud, is limited to five million
      dollars ($5,000,000) in the aggregate. If the solar panels produced
      by IX. Energy and shipped to Tynsolar have any
      defaults, IX Energy will
      be obligated to replace these products, If IXE questions the root
      cause of the defaults in module is not responsible by ICE, IXE may invite
      one independent third party to review and inspect the defective module at IXE
      cost.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.2 

            	
              NOTWITHSTANDING
      ANYT.HING CONTAINED IN THIS
      AGREEMENT TO TEE CONTRARY, IN NO EVENT SHALT IXE BE LIABLE, WHETHER
      IN CONTRACT, TORT, WARRANTY, OR UDDER ANY STATUTE
      (INCLUDING WITHOUT LIMITATION NY TRADE PRACTICE, UNFAIR COMPETITION OR
      OTHER STATUTE OF SIMILAR IMPORT) OR ON
      ANY OTHER BASIS, FOR INDIRECT, PUNITIVE,
      MULTIPLE, INCID NTIAL, CONSEQUENTIAL
      OR
      SPECIAL DAMAGES
      SUSTAINED BY
      Tynsolar OR ANY OTHER PERSON ARISING OUT OF OR IN CONNECTION WITH ANY
      ASPECT OP THIS AGREEMENT OR ITS PERFORMANCE OR ANY FAILURE IN PERFORMANCE OR BREACH, OR THE USE OR PERFORMANCE, OR
      CONSEQUENCES OF USE OR PERFORMANCE, OF ANY
      PRODUCTS MANUFACTURED OR F.JRNISHED BY IXE
      WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT IXE IS ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION,
      DAMAGES ARISING FROM OR RELATED TO LOSS OF USE,
      LOSS OF DATA, FAILURE OR INTERRUPTION IN THE OPERATION OF ANY EQUIPMENT OR SOFTWARE, DELAY IN
      REPAIR OR REPLACEMENT, OR FOR LOSS OF REVENUE OR PROFITS,
      LOSS OF GOODWILL, OR
      LOSS OF BUSINESS UNLESS EXPLICITLY PROVIDED FOR
      HEREIN. 

            
	 	 	 
	 	
              10.3 

            	
              Tynsolar agrees
      to defend IXE and its Affiliates. at its cost and
      expense, and will indemnify and hold IXE, its Affiliates and their
      respective directors, officers, employees and agents (the "IXE Indemnified
      Parties") harmless from and against any
      liabilities, losses, costs, damages,
      fees or expenses (including reasonable
      attorney's fees)
      arising out
      of any claim relating to (i) any
      breach by
      Tynsolar of
      any of its representations,
      warranties or obligations pursuant
      to this Agreement Or (ii) personal
      injury or property damage from
      the use, sale or others
      disposition of any Product or service offered by Tynsolar and/or
      collaborators or
      (iii) the negligence or
      willful misconduct of Tynsolar.

            
	 	 	 
	 	
              10.4 

            	
              IXE
      agrees to defend Tynselar and its Affiliates at
      its cost and expense, and will indemnify and hold Tynsolar, its
      Affiliates and their respective directors,
      officers, employees and agents (the "Tynsolar Indemnified Parties")
      harmless froth and against any liabilities, losses, costs, damages, fees
      or expenses (including reasonable
      attorney's fees) arising out of any claim relating to (i) any
      breach by IXE of any of its representations, warranties or
      obligations pursuant to this Agreement or (ii) personal injury
      or property damage from
      the negligent development and manufacture of any Product
      or service offered by IXE (iii) the negligence or willful
      misconduct of
      IXE, except in all cases to the extent caused
      by the negligence
      or willful misconduct of Tynsolar.

            
	 	 	 
	 	
              10.5
 	
              Whenever
      any claim shall
      arise for indemnification hereunder, the party seeking
      indemnification (the "Indemnified Party") shall
      promptly notify the party from whom
      indemnification is sought (the "Indemnifying Party"). Such notice shall
      specify the nature of the claim and, when
      known, the facts constituting the basis for, as well as
      the amount or an estimate of the amount of the liability arising
      from, such claim. Failure to promptly notify srall not relieve
      a Party from its indemnity obligations hereunder except to the
      extent of prejudice
      caused by sco failure. The Indemnified Party shall not settle or
      compromise any claim
      by
      a
      third party
      for
      which it is entitled to indemnification hereunder without the prior
      written consent of the Indemnifying
Party.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    11.     TERM AND TERMINATION

    


    
      	
               
      

            	
              11.1

            	
              The
      term of this Agreement shall be for the period beginning on the Effective
      Date and ending one (1) year thereafter. Both parties shall negotiate in
      good faith for any extensions to this agreement three 3) months before
      termination date.

            


    

    


    
      	
               
      

            	
              11.2

            	
              This
      Agreement shall terminate upon written notice by one Party to the other in
      the event the other Party shall become insolvent, or shall ask its
      creditors for a moratorium, or shall file a voluntary bankruptcy petition,
      or shall suffer appointment of a temporary or permanent receiver, trustee,
      or custodian, for all or a
      substantial part of its assets who shall not be discharged within
      sixty (60) days.

            
	 	 	 
	 	11.3 	
              Either
      Party may terminate this Agreement for default by the other Party to
      perform any of its obligations under this Agreement by notifying the other
      Party in writing of such default and allowing the ether party thirty (30)
      days within which to cure such default, unless the default is the failure
      to pay money, in which case the defaulting party shall have only ten
      days to cure such default after receiving written notice of nonpayment. If
      such default is not cured within thirty (30) days from receipt of such
      notice of default (or ten (10) days in the case of non-payment of money
      owed), the non-defaulting party may terminate this Agreement by written
      notice to the defaulting
party. 

            


    

    


    
    

    
      	
               
      

            	
              11.4

            	
              Except
      to the extent expressly; provided to
      the contrary, the follew,ing provisions shall survive the
      termination of this Agreement: this Section 11, Section 9, Section 10,
      Section 12, and Section 13. Any rights of Seller to payments accrued
      through termination as well as obligation of the parties under firm
      orders for purchase and delivery of Products
      at the time of such termination shall remain in effect,
      except
      that in the case of termination
      under
      Section 11, the terminating party may elect whether
      obligations under firm
      orders will
      remain
      In
      effect.

            


    

    


    12.  NOTICES

    


    
      	
               
      

            	
              12.1

            	
              All
      notices and requests required or authorized hereunder shall be given in
      writing
      either by personal delivery; by registered or certified mail,
      return receipt requested; or by email, fax or telex. Such notice shall be
      deemed to have been given upon, such date
      that it is is so personally delivered; the date three (3) days after it is
      deposited in the mail; or
      the date the same is received by the
      receiving party's email, fax or telex machine, irrespective of the
      date appearing therein.

            


    

     

    
      	If to
      IXE   	If to Tynsolar
      Corp.: 
	IX Energy,
      Inc. 	Tynsolar
      Corporation. 
	419 Lafayette Street 6th
      Fl. 	1381 Ren-Ay.
      Chunan-Jenn, 
	New York, NY
      10017 	Miaulih
      350 
	USA 	Taiwan,
      R.O.C. 
	 	 
	Attention:. Steve
      Hoffman  	Attention: Marco
      Hu 
	Tel: 	Tel: 
	Fax: 	Fax: 
	Email: 	Email: 


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                13.1

              	
                Force
      Majeure -

                Except
      with respect to the payment of money, neither
      party shall be liable
      for any
      failure or relay in is performance under this
      Agreement due to
      causes, including, but not limited to, acts of God, acts of civil
      or military authority, fires, epidemics, floods, earthquakes, riots, wars,
      sabotage, labor shortages
      or disputes, and governmental
      actions, which are beyond its reasonable control;
      provided that the delayed party: (i) gives the
      other party written notice of such cause and
      (ii) uses its reasonable efforts to correct such failure or delay in its
      performance. The delayed
      patty's time for performance or cure under this Paragraph 13.1
      shall be extended for a
      period equal to the duration of
      the cause.

              
	 	 	 
	 	13.2 	
                Relationship
      of Parties -

                The parties to this Agreement are
      independent contractors. Neither party
      nor their respective employees,
      consultants, contractors or agents are agents, employees or joint ventures of the other, nor
      do they have any
      authority to bind the other by contract or
      otherwise to any
      obligation. Neither party will not represent to the
      contrary, either expressly, implicitly, by appearance or
      otherwise. 

              
	 	 	 
	 	13.3 	
                Assignment
      -

                Neither
      IXE, on one hand, nor Tynsolar, on the other hand, may assign this
      Agreement in whole or in
      part without the consent of the other, except if such assignment
      occurs in connection
      with the sale or transfer of all or substantially all
      of the business and
      assets of IXE, on the one hand, or Tynsolar, on the other, to which-the subject
      matter of this Agreement pertains.

              
	 	 	 
	 	13.4 	
                Successors in Interest
      -

                Subject to Section 13.3, the rights
      and liabilitaes.of the parties hereto will bind and
      inure to the benefit
      of their respective successors, executors and administrators, as the case may
      be.

              
	 	 	 
	 	13.5   	
                Applicable
      Law -

                This
      Agreement. shall be
      governed by and construed in accordance with the laws of New York, U S.A, exelusiae of its
      conflicts of law
      rules. Any litigation or other dispute resolution between
      the parties relating to
      this Agreement shall
      take place
      in the
      District of Manhattan. The parties consent to the personal
      jurisdiction of and
      venue in the state and
      federal courts within that District.

              
	 	 	 
	 	13.6  	
                Severability
      -

                If for any reason a court
      of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be
      unenforceable, that provision of the Agreement shall be enforced to the maximum
      extent permissible so as to effect the intent of the parties,
      and the remainder of
      this Agreement shall
      continue in
      full force
      and effect.

              
	 	 	 
	 	13.7  	
                No
      Waiver -

                Failure
      by either party to enforce
      any provision of this Agreement shall not be deemed a waiver of future enforcement of
      that or
      any other
      provision. 

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	13.8 	
                Counterparts
      -

                This
      Agreement may be executed in one or more counterparts, each of
      which will be deemed an original, but all of which will constitute but one
      and the same instrument.

              
	 	 	 
	 	13.9 	
                Complete
      Agreement -

                This
      Agreement, including all Exhibits,
      constitutes the entire agreement between
      the parties with
      respect to. the
      subject matter hereof, and supersedes and replaces all prior or
      contemporaneous understandings or agreements,
      written or oral, regarding such subject matter. No amendment to or
      modification of this Agreement shall be binding unless in writing and
      signed by a duly authorized representative of both
      parties.

              
	 	 	 
	 	13.10 	
                Third
      Party Beneficiaries -

                No
      third party beneficiary rights are conferred or are intended to be
      conferred by this Agreement. 

              
	 	 	 
	 	13.11 	
                Headings
      -

                Headings
      in this Agreement are for convenience only, and shall not be used to and
      shall not effect the meaning or interpretation of this Agreement. 

              
	 	 	 
	 	13.12 	
                Full
      Disclosure -

                Any
      representations made by the Parties in this Agreement or any Exhibit
      hereto do not contain any untrue statement of a material fact or
      omit any material fact
      necessary in
      order to make the statements
      contained therein misleading.

              
	 	 	
                 

              
	 	13.13 	
                Public
      Announcements -

                Any
      announcements or similar publicity with respect to the execution of this
      Agreement shall be agreed upon among the Parties in advance of such
      announcement. All Parties understand that this Agreement is likely
      to be of significant interest
      to investors, analysts and others, andany of the Parties therefore
      may make such public announcements wito respect thereto. The Parties agree
      that any such announcement will not contain confidential business or
      technical information and, if disclosure of confidential business or
      technical information is required by
      lava or regulation, will make reasonable efforts to minimize such
      disclosure and obtain confidential treatment for any such information
      which is disclosed to a governmental agency or group. Each Party agrees to
      provide to, the other Parties a copy ef any public announcement as soon as
      reasonably practicable under the circumstances prior to its scheduled release. Except
      under extraordinary circumstances, each Party shall provide the other with
      an advance copy of any press release at least three (3) business days
      prior to the scheduled disclosure. Each Party shall have the right to
      expeditiously review and recommend changes to any announcement regarding
      this Agreement or the subject ratter of this Agreement. Except as
      otherwise required by law, the Party whose press release has been reviewed
      shall remove any information the reviewing Party reasonably deems to be
      inappropriate for disclosure.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
indicated. above:

     

    
      
        	
                IX
      Energy, Inc.

                 

              	 	 	Tynsolar
      Corporation 	 
	
                /s/
      Steven Hoffmann

              	 	 	
                /s/
      Mr. Foo 

              	 
	
                Name:
      Steven Hoffmann

              	 	 	
                Name:
      Mr. Foo

              	 
	
                Title:
      Chairman & CEO  

              	 	 	
                Title:
      Chairman of Tynsolar

              	 
	Date: 	 	 	Date: 	 


      

    

     

     

    
    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

                                                                   

    EXHIBIT C

     

    Warranty 

    
      

    

    Tynsolar
Corporation WARRANTY FOR
all STANDARD PV MODULES
produced by Tynsolar


     

    1.    
Limited Product Quality
Warranty- Five (5) Year Repair, Replacement or Refund Remedy

     

    Tynsolar
Corporation with offices
at 1381 Ren-Ay Rd. Chunan::7enn. Miaulih 350,Taiwan. warrants that for
five (5) years from the date of delivery, its Photovoltaic modules ("PV
modules") shall be free from
defects in materials and workmanship under normal application,
installation, use and service conditions. If the PV modules fail toconform to this warranty, then for a
period ending five (5)
years from date of
delivery to the original endcustomer ("the Customer'"), Tynsolar will, at its
option, either repair
or replace the product, or
refund the purchase price as
paid by the Customer ("Purchase
Price"). The repair, replacement or refund remedy shall be the sole
and exclusive remedy provided
under the Limited Product Warranty and shall not extend beyond the five(5) year period set
forth herein. This Limited Product Warranty does not warrant a specific
power output, which shall
be exclusively covered under clause 2 hereinafter (Limited Power
Warranty).

     

    2.    
Limited Power Performance
Warranty

     

    
      
        	
                        a) 

              	
                Tynsolar
      warrants: If, within
      twelve(12) years from date of delivery to the Customer any PV
      module(s) exhibits a power output less than 90% of the Minimum Peak Power12 as specified at the date
      of delivery in Tynsolar Product test data, provided that such loss: in
      power is determined by Tynsolar (in its reasonable discretion) to
      be due to
      defects in material or workmanship, Tynsolar will replace such loss in power by
      either
      providing to the Customer additional PV modules
      to make up such loss
      in power or by providing monetary compensation equivalent to
      the cost of additional PV modules required to make up such
      loss in power or by repairing or replacing the defective
      PV modules, at the option
      of Tynsolar.

              


      

    

    
      
        	
                        b) 

              	
                Tynsolar
      additionally warrants: If,
      within twenty five
      (25) years
      from date of delivery to the Customer any PI
      module(s) exhibits
      a power output less
      than 80% of the Minimum
      Peak Power12 as specified at the date of delivery in Tynsolar'ss Product test data, provided
      that such loss in power is determined by
      Tynsolar (in its reasonable discretion) to be due to
      defects in material
      or workmanship Tynsolar
      will replace such loss in power by either providing to the Customer additional
      PV modules to make
      up such loss in
      power or by providing monetary compensation equivalent to the cost of
      additional PV modules required to make
      up such loss
      in power or by repairing or
      replacing
      the defective PV modules, at the option of
  Tynsolar.

              


      

    

     

    _________

    1 "Peak
power" is the power in peak
watts that a PV module generates at STC (Standard Test conditions:
Irradiance of 1000 W/m2,
light spectrum AM 1.5g and
a cell
temperature of
25

    degrees
C)

    2
"Minimum
Peak
Power" = Peak power minus the
Peak power
tolerance

    
      
        

      

    

    
      Email: service@servtynsolar.com.tw

      Http 
://www.tynsolar.com.tw

      Page 1
of 3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Warranty 

        
          

        

      

      3.     Exclusions
and limitations

    

    


    
      	
                       a) 
      

            	
              Warranty
      claims must in any event be filed within the applicable
      Warranty period

            


    

    


    
      
        	
                         b) 

              	
                The
      Limited Warranties do not apply to any PV modules which in Tynsolar's reasonable
      discretion have been
      subjected to: misuse, abuse, neglect or accident; alteration,
      improper installation or application; nonobservance of Tynsolar 's
      installation, users and/or maintenance instructions; power
      failure surges, lightening, flood, fire, hail
      storms, accidental breakage or other events
      outside Tynsolar is
control.

              


      

    

    


    
      
        	
                         c) 

              	
                The
      Limited Warranties do not cover any transportation costs for return of the
      PV modules, or for reshipment of any
      repaired or replaced PV modules, or cost associated with
      installation, removal or
      reinstallation of the PV
modules.

              


      

    

    


    
      
        	
                         d) 

              	
                Warranty claims will not apply if the type or serial number of the PV
      modules is altered, removed or made
      illegible,

              


      

    

    


    4.    
Limitation of Warranty Scope

    Subject
to the limitations under applicable
law, the limited
warranties set
forth herein
are expressly
in lieu of and exclude all other express or implied
warranties, including
but not
limited to warranties of merchantability and of fitness for particular purpose,
use, or application,
and all other
obligations or liabilities on the part of Tynsolar, unless such
other warranties, obligations or
liabilities are expressly
agreed to in writing signed
and approved by Tynsolar. Tynsolar shall
have no responsibility or
liability whatsoever for damage or injury to persons or property or for
other loss or
injury resulting from any cause whatsoever arising out of or related to
the
product, including, without limitation, any defects in the module,
or from use or installation. Under no circumstances
shall
Tynsolar be liable
for incidental,
consequential or special damages, howsoever caused.
Loss of use, loss of profits,
loss of production, loss of revenues are therefore specifically
but without limitation excluded.

     

    Tynsolar
aggregate liability, if any, in damages or otherwise, shall. not
exceed the purchase price
paid to Tynsolar by the customer, for the unit of product.

    
      


       

      
        
          
            

          

        

        
          Email: service@servtynsolar.com.tw

          Http 
://www.tynsolar.com.tw

          Page 2 of
3

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        Warranty 

        
          
5.    Obtaining
Warranty Performance

      

    

    


    If
Customer has a justified claim covered by this Limited Warranty, Customer should
immediately send such notification to Tynsolar Corporation, directly. In
addition, Customer should enclose evidence of the date of delivery of the PV
module. The return of any PV modules will not be accepted unless prior written
authorization has been given by Tynsolar. All claims, questions or
concerns under this Limited Warranty must be delivered to Tynsolar.

    
       

       

       

       

       

       

      
 

      
        
          
            

          

        

        
          Email: service@servtynsolar.com.tw

          Http 
://www.tynsolar.com.tw

          Page 3 of
3