Exhibit 10.22


    
      

    

     

    
      	
              [*]
                designates
                portions of this document that have been omitted pursuant to a
                request

              for
                confidential treatment filed seperately with the
                Commission

            


    

     

    Exhibit
      10.22

    SUPPLY
      AND DISTRIBUTION 

    AGREEMENT

    


    This
      Supply and Distribution Agreement (“Agreement”)
      is
      made to be effective as of November 4, 2005, (“Effective
      Date”)
      by and
      between NutraCea, a California corporation with principal address at 1261 Hawk’s
      Flight Court, El Dorado Hills, CA 95762 (“NutraCea”)
      and T.
      Geddes Grant, a Jamaican corporation with principal address at 109 Marcus Garvey
      Drive, Jamaica, W.I. The parties agree as of the Effective Date as
      follows:

    


    
      	
              1.

            	
              Background
                and Purpose.

            


    

    


    1.1   Distributor.
      Distributor currently provides packaging for the Government of Jamaica for
      various food products. Distributor wishes to package and distribute NutraCea’s
      stabilized rice bran solubles products, as more specifically defined below,
      for
      a school lunch program. Distributor has adequate facilities and personnel to
      fully and adequately market and distribute the Product (as defined below) in
      the
      Territory.

    


    1.2   NutraCea.
      NutraCea is a nutritional foods company that develops proprietary and patented
      nutraceutical products for human and animal consumption. NutraCea possesses
      proprietary technology to stabilize rice bran and an additional process to
      convert and enhance stabilized rice bran into proprietary products, including
      fiber and predigested fiber solubles. NutraCea actively promotes its products
      and requires an effective distribution network. NutraCea wishes to enter into
      the Jamaican market.

    


    1.3   Supply
      of Materials and Distribution of Products.
      NutraCea and Distributor wish to enter into an agreement under which NutraCea
      will supply and Distributor will purchase raw product materials to Distributor
      for hydration and packaging and distribution by Distributor. 

    


    1.4   Agreement.
      Distributor and NutraCea desire to enter into this Agreement to establish their
      agreement regarding the supply and distribution of Servings of the Products
      in
      the Territory (as defined below). Distributor will purchase, distribute and
      market the Product Servings only in the manner specified herein.

    


    2.    Definitions.
      As used
      herein, the following terms shall be defined in the manner set forth
      below:

    


    
      	 	
              2.1.

            	
              “Minimum
                Purchase Requirement”
                is defined in Section 5.4.

            


    

    


    2.2.         
      “Product”
means
      stabilized rice bran solubles that comply with all quality and other
      requirements customarily utilized for human consumption and as reasonably
      established by NutraCea from time to time, as described on Exhibit A, including,
      without limitation, the Product Specifications set forth therein. 

    


    2.3.   “Product
      Specifications”
means
      the specifications, quality and consistency standards, and other Product
      requirements set forth on Exhibit A, attached hereto.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    2.4.    “Territory”
means
      the country of Jamaica.

    


    2.5.    “Servings”
means
      the packaged and hydrated individual Product servings produced by Distributor
      pursuant to the terms of this Agreement and that are approved in advance and
      in
      writing by NutraCea after specific and complete disclosure by Distributor to
      NutraCea of all relevant product details. 

    


    
      	
              3.

            	
              Appointment
                

            


    

    


    3.1.    Appointment
      of Distributor.
      Subject
      to the provisions of this Agreement, including but not limited to prior approval
      by NutraCea of the Products and Product Servings as specified in Section 5.1
      below, NutraCea hereby appoints Distributor, and Distributor hereby accepts
      such
      appointment, as an independent, exclusive distributor for the sale and marketing
      of the Product Servings in the Territory. Distributor may market and distribute
      Product Servings only as set forth in this Agreement. Distributor further agrees
      not to distribute or market any items competitive with the Products and Servings
      or to distribute Products or Product Servings for sale outside of the Territory,
      except as expressly permitted by NutraCea pursuant to Section 3.2. This
      Agreement shall be exclusive so long as Distributor meets the Minimum Purchase
      Requirements.

    


    3.2.    NutraCea’s
      Rights.
      NutraCea reserves the right from time to time and in its sole discretion to
      appoint authorized distributors of Product and hydrated individuals packaged
      Product for areas outside of the Territory and to distribute Product and
      individually packaged Product outside the Territory directly to customers,
      using
      its own personnel or independent sales representatives. Upon any termination
      of
      Distributors exclusivity, pursuant to Section 3.1 or 4.1.1, NutraCea may
      directly or indirectly sell and market Products and Product Servings in the
      Territory and may appoint distributors to do the same.

    


    
      	
              4.

            	
              Term;
                Termination.

            


    

    


    4.1.    Term.
      The
      term of this Agreement shall commence upon the Effective Date and shall remain
      in force and effect for two (2) years, unless earlier terminated as set forth
      below (“Initial
      Term”).

    


     
      4.1.1.    Termination
      of Exclusivity.
      The
      appointment of Distributor as an exclusive distributor shall remain exclusive
      for so long as Distributor meets the Minimum Purchase Requirement, as defined
      below. In the event the Minimum Purchase Requirement is not met, Distributor
      immediately and with or without notice shall become a non-exclusive distributor
      in the Territory and NutraCea may appoint additional distributors in the
      Territory at its sole discretion. 

    


    4.2.   Termination.
      NutraCea
      may terminate this Agreement with ninety (90) days notice if Distributor fails
      to initiate good faith and commercially reasonable marketing of the Product
      Servings throughout the Territory within one hundred eighty (180) days of the
      beginning of the Effective Date. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    4.3.    Immediate
      Termination.
      NutraCea may terminate this Agreement immediately upon the occurrence of any
      of
      the following events (i) Distributor is unable to obtain timely approval of
      the
      Product and Servings pursuant to Section 5.1 below, (ii) Distributor fails
      to
      make any payment due to NutraCea hereunder, which failure is not cured in full
      within ten (10) days after notice thereof from NutraCea, (iii) Distributor
      fails
      to cure any other breach of this Agreement (including failure to comply with
      Minimum Purchase Requirements) by Distributor within (30) days after notice
      thereof from NutraCea, (iv) Distributor becomes bankrupt, has a receiver
      appointed for it or its property, or makes an assignment for the benefit of
      creditors, (v) Distributor dissolves or is liquidated, or (vi) Distributor
      fails
      to satisfy the Minimum Purchase Requirement.

    


    4.4.    Effect
      of Termination.
      Termination or expiration of this Agreement shall in no way effect the rights
      or
      liabilities of either NutraCea or Distributor arising during the period prior
      to
      such termination or expiration or release Distributor from the obligation to
      make any payment due and owing to NutraCea, all of which obligations,
      Distributor hereby agrees to fulfill and perform. The provisions of this Section
      4.4 and Sections 10, 11, 12, 13, 14 and 16 shall survive expiration or any
      termination of this Agreement. Upon expiration or any termination of this
      Agreement, Distributor shall return to NutraCea all tangible materials and
      information of a proprietary or confidential nature disclosed to Distributor
      under this Agreement, and all copies thereof (including, without limitation,
      all
      electronic copies). NutraCea shall not be liable to Distributor for damages
      of
      any kind, including incidental or consequential damages, on account of the
      termination of this Agreement in accordance with this Section 4 even if advised
      of the possibility of such damages.

    


    5.    Obligations
      of Distributor.
      In
      furtherance of this Agreement, Distributor shall be responsible for the
      following, each of which is a material obligation of Distributor hereunder:
      

    


    5.1.    Regulatory
      Approval of Products.
      Distributor shall submit all appropriate applications and materials necessary
      to
      obtain regulatory approval required for the importation and sale of the Product
      and Product Servings in the Territory upon NutraCea’s delivery of any necessary
      documents for product registration and import permit application to Distributor.
      Distributor shall use its best efforts to obtain necessary approvals during
      calendar year 2005, after which this Agreement will expire at NutraCea’s option,
      if necessary or appropriate approvals are not obtained.

    


    5.2.    Marketing
      and Advertising Products.
      Distributor shall apply its best efforts to sell the Product Servings in the
      Territory. Distributor shall advertise and otherwise promote the Product
      Servings in a commercially reasonable manner and shall transmit appropriate
      Product information and promotional materials to its customers. Distributor
      shall develop sales, marketing, advertising and packaging for the Product
      Servings for distribution in the Territory, all of which shall be subject to
      the
      reasonable approval of NutraCea.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              [*]
                designates
                portions of this document that have been omitted pursuant to a
                request

              for
                confidential treatment filed seperately with the
                Commission

            


    

     

    5.3    Facilities;
      Conduct of Business.
      Distributor represents and warrants to NutraCea that it has, and will continue
      to maintain, the capacity, facilities and personnel necessary to perform its
      functions and to carry out its obligations under this Agreement and that it
      is
      ready and willing to do so. Distributor shall (i) conduct its business in a
      professional manner that reflects favorably on NutraCea and its Product and
      Product Servings, (ii) take all action necessary to prevent and avoid deceptive,
      misleading or unethical practices, (iii) make no false or misleading
      representations with regard to NutraCea or the Product Servings, (iv) not
      publish or participate in the publishing of any false, misleading or deceptive
      advertising material, and (v) make no representations, warranties or guaranties
      to anyone with respect to the specifications, features or capabilities of the
      Product or Product Servings that are inconsistent with the literature
      distributed by NutraCea.

    


    5.4.   Minimum
      Purchase  [*]
      (“Minimum
      Purchase Requirement”).
      

    


    5.5    
Purchase
      Forecasts.
      [*].
      

    


    5.6.         
      Reports
      and Records.
      Distributor shall submit to NutraCea detailed monthly sales reports that shall
      include sales of the Product Servings (units and dollars). Distributor shall
      provide this report to NutraCea no later than the tenth (10th) day of the
      following month. 

    


    5.7.    Resale
      Prices.
      Distributor shall be free to unilaterally determine the resale prices for the
      Product Servings. Distributor shall, however, treat all customers equitably
      and
      shall not discriminate unlawfully among them in prices, terms or in any other
      manner. Distributor may not sell or market any Product or Product Servings
      in
      the United States or any area outside of the Territory, directly or indirectly,
      without NutraCea’s express prior written consent.

    


    5.8.   Product
      Complaints.
      Distributor shall promptly submit to NutraCea, detailed reports of any
      complaints received by Distributor relating to problems with Product or Product
      Servings advertising.

    


    5.9.   Notification.
      Distributor shall notify NutraCea in writing of any legal action, claim or
      proceeding involving the Product or Product Servings no later than ten (10)
      days
      after Distributor learns of such claim or proceeding. 

    


    


    5.11.   Legal
      and Regulatory
      Compliance.
      Distributor
      shall comply with all applicable laws and regulations in performing its duties
      hereunder and in any of its dealings with respect to the Product and Product
      Servings. Distributor
      shall obtain all appropriate governmental and legal permits and consents
      required for the importation by NutraCea of Product and the packaging and
      hydration necessary to create the Product Servings.

    


    
      	
              6.

            	
              Obligations
                of NutraCea.

            


    

    


    6.1.    Shipping
      of Products.
      NutraCea shall use its good faith efforts to ship the Products within a
      reasonable amount of time after receipt of Distributor’s order for the Product.
      Distributor shall provide NutraCea with a list of shipping instructions. All
      costs of shipment shall be billed to Distributor in accordance with Section
      8
      below. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    7.    Orders.
      All
      purchase orders shall be submitted by Distributor to NutraCea along with
      proposed shipment dates. Orders may initially be placed by telephone or
      facsimile, provided that a signed confirming purchase order is received in
      writing by NutraCea within five (5) days after a telephonic or facsimile order.
      Orders for delivery of Product that are intended for shipment more than six
      (6)
      months from the date of the order, will be subject to the price modifications
      as
      detailed in Section 8.1 below. Distributor acknowledges that any shipment dates
      indicated in NutraCea’s written acceptance of purchase orders are estimates
      only. Cancellation of purchase orders shall be subject in each case to
      NutraCeas’s prior written consent.

    


    
      	
              8.

            	
              Price;
                Terms of Sale.

            


    

    


    8.1.    Price.
      For all
      Product purchased hereunder, Distributor shall pay NutraCea the amounts set
      forth on Exhibit B attached hereto. NutraCea may increase the price of any
      or
      all of the Product with a minimum of one hundred twenty (120) day written
      notice. NutraCea shall provide written notification to Distributor of all price
      increases. Price increases shall apply to all purchase orders received after
      the
      effective date of the price increase. Distributor shall provide NutraCea with
      reasonable assistance to determine the validity of price protection claims.
      

    


    8.2.    Terms.
      All
      Product shall be purchased F.O.B. at NutraCea’s designated warehouse and payment
      made by confirmed, irrevocable letter of credit denominated in United States
      Dollars. NutraCea shall provide the Product to Distributor, at NutraCea’s point
      of shipping and risk of loss shall pass to Distributor upon delivery of Product
      and proper documentation to the carrier at NutraCea’s shipping point.
      Distributor
      shall pay for all costs of shipment and transportation. Distributor shall
      specify the method of shipment; provided, that if Distributor fails to specify
      a
      method, NutraCea shall select the appropriate carrier.

    


    8.3.    Taxes;
      Whitholding.
      The
      price for each Product specified in Exhibit B does not include any excise,
      sales, use, value added or other taxes, tariffs or duties that may be applicable
      to the sale of the Product or Product Servings. All payments by Distributor
      shall be made free and clear of, and without reduction for, any withholding
      taxes. When NutraCea has the legal obligation to collect such taxes or duties,
      the appropriate amount may be added to Distributor’s invoice and paid by
      Distributor unless Distributor provides NutraCea with a valid tax exemption
      certificate authorized by the appropriate taxing authority. Any such taxes
      which
      are otherwise imposed on payments to NutraCea shall be the sole responsibility
      of Distributor. Distributor shall hold NutraCea harmless for any taxing
      authority or such other responsibility relative to this issue. 

    


    


    8.5.    No
      Modification by Purchase Order.
      All
      Product purchases will be on the terms and conditions specified herein. Nothing
      contained in any purchase order, shipping order or other document submitted
      by
      Distributor shall modify the terms of purchase.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    9.    Product
      Returns.
      Distributor shall coordinate all Product returns in accordance with NutraCea’s
      standard policies then in effect. If the reason for the Product return relates
      to a Product defect originated from Nutracea, NutraCea will credit Distributor
      the actual price paid by Distributor for the defective Product. Return of
      defective Product or destruction of the Product in Jamaica shall be
      pre-authorized in writing by NutraCea. 

    


    10.   Disclaimer
      of Warranties.
      Notwithstanding anything contained in this Agreement, neither party makes any
      representations or warranties of any kind to the other, whether express or
      implied (including without limitation any implied warranty of merchantability
      or
      fitness of products for a particular purpose).

    


    
      	
              11.

            	
              Trademarks
                and Other Proprietary Information.

            


    

    


    11.1.    Labeling.
      Distributor shall repackage and sell the Product Servings under the trade names,
      brands or trademarks approved by NutraCea. 

    


    11.2.    No
      Rights in Products, Trademarks or Copyrights.
      Distributor acknowledges that NutraCea owns and retains all of its trade names,
      trademarks and logos and all copyrights and other proprietary rights in all
      the
      Product and agrees that it will not at any time during or after the term of
      this
      Agreement assert or claim any interest in or do anything which may adversely
      affect the validity or enforceability of any trademark, trade name, copyright
      or
      logo belonging to or licensed to NutraCea. 

    


    11.3.    Obligation
      to Protect.
      Distributor shall use reasonable efforts to protect NutraCea’s proprietary
      rights and, at its own expense, shall reasonably cooperate in NutraCea’s efforts
      to protect its proprietary rights. Distributor shall notify NutraCea of any
      known or suspected breach of NutraCea’s proprietary rights that comes to
      Distributor’s attention.

    


    11.4.    Confidentiality.
      Distributor acknowledges that in the course of performing its obligations
      hereunder, it will receive information which is confidential and proprietary
      to
      NutraCea. Distributor agrees not to use such information except in performance
      of this Agreement and not to disclose such information to third parties. All
      information that is given to Distributor by NutraCea that is identified as
      confidential, and is marked accordingly, will be treated as such, and will
      not
      be disclosed to any other party. 

    


    


    13.    Relationship
      of the Parties.
      Nothing
      contained herein shall be construed to make Distributor the agent of NutraCea
      or
      NutraCea the agent of Distributor for any purpose, except as specifically set
      forth herein, and neither party shall have any right whatsoever to incur any
      obligations on behalf of or binding upon the other party, except as specifically
      set forth herein. Distributor agrees that at all times it shall act as an
      independent contractor in accordance with the terms of this Agreement and that
      it shall not at any time represent orally or in writing to any person or entity
      that it has any right, power or authority not expressly granted by this
      Agreement.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              15.

            	
              Miscellaneous.
                

            


    

    


    15.1.    Governing
      Law.
      The
      rights and obligations of the parties and the interpretation and performance
      of
      this Agreement shall be governed by the law of California, excluding its
      conflict of laws rules.

    


    15.2.    Counterparts.
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if the parties had all signed the same document. All counterparts shall be
      construed together and shall constitute one agreement.

    


    15.3.    Waiver.
      Any of
      the terms or conditions of this Agreement may be waived at any time by the
      party
      entitled to the benefit thereof, but no such waiver shall affect or impair
      the
      right of the waiving party to require observance, performance or satisfaction
      either of that term or condition as it applies on a subsequent occasion or
      of
      any other term or condition.

    


    15.4.    Entire
      Agreement.
      This
      document constitutes the entire agreement between the parties, all oral
      agreements being merged herein, and supersedes all prior representations. There
      are no representations, agreements, arrangements, or understandings, oral or
      written, between or among the parties relating to the subject matter of this
      Agreement that are not fully expressed herein.

    


    15.5.    Nonassignability.
      This
      Agreement shall not be assigned by any party without the prior written consent
      of the other. Any assignment contrary to the provisions of this Agreement shall
      be null and void and be deemed a default under the Agreement, allowing the
      nondefaulting party to exercise all remedies available under law.

     

    15.6.    Notices.
      Any
      notice under this Agreement shall be in writing, and any written notice or
      other
      document shall be deemed to have been duly given (i) on the date of
      personal service on the parties, (ii) on the third business day after
      mailing, if the document is mailed by registered or certified mail,
      (iii) one day after being sent by professional or overnight courier or
      messenger service guaranteeing one-day delivery, with receipt confirmed by
      the
      courier, or (iv) on the date of transmission if sent by telegram, telex,
      telecopy or other means of electronic transmission resulting in written copies,
      with receipt confirmed. Any such notice shall be delivered or addressed to
      the
      parties at the addresses set forth below or at the most recent address specified
      by the addressee through written notice under this provision. Failure to conform
      to the requirement that mailings be done by registered or certified mail shall
      not defeat the effectiveness of notice actually received by the
      addressee.

    


    NutraCea

    1261
      Hawk’s Flight Court

    El
      Dorado
      Hills, CA 95762

    United
      States

    Fax:
      (916) 933-7001

    Attention:
      Bradley Edson


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    15.7.    Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid or unenforceable, the remainder of the Agreement which can be given
      effect without the invalid provision shall continue in full force and effect
      and
      shall in no way be impaired or invalidated.

    


    15.8.    Attorneys'
      Fees; Prejudgment Interest.
      If the
      services of an attorney are required by any party to secure the performance
      of
      this Agreement or otherwise upon the breach or default of another party to
      this
      Agreement, or if any judicial remedy or arbitration is necessary to enforce
      or
      interpret any provision of this Agreement or the rights and duties of any person
      in relation thereto, the prevailing party shall be entitled to reasonable
      attorneys' fees, costs and other expenses, in addition to any other relief
      to
      which such party may be entitled. Any award of damages following judicial remedy
      or arbitration as a result of the breach of this Agreement or any of its
      provisions shall include an award of prejudgment interest from the date of
      the
      breach at the maximum amount of interest allowed by law.

    


    15.9.    Amendment.
      The
      provisions of this Agreement may be modified at any time by agreement of the
      parties. Any such agreement hereafter made shall be ineffective to modify this
      Agreement in any respect unless in writing and signed by the parties against
      whom enforcement of the modification or discharge is sought.

    


    15.10.   Force
      Majeure.
      NutraCea shall not be responsible or liable to Distributor or its customers
      for
      any damages including without limitation, incidental and consequential damages,
      arising out of nonperformance or delay in performance of the terms and
      conditions herein due to acts of God, wars, riots, strikes, unavailability
      of
      suitable and sufficient components or materials, die or capacity or technical
      or
      weld failures and any unforeseen events beyond NutraCea’s control.

    


    15.11.   Export
      or Re-Export Requirements.
      Distributor and NutraCea shall comply with all export laws of the United States
      and Jamaica. Export directly or indirectly of the Product, or goods containing
      the Product to any other country shall be subject to applicable laws and written
      consent of NutraCea. Distributor shall hold NutraCea harmless and indemnify
      it
      for any fines, penalties or other liability, (including attorney’s fees) that
      result from Distributor’s failure to meet these obligations.

    


    15.12.   Arbitration.
      All
      disputes arising out of or in connection with this Agreement shall be finally
      settled under the Rules of Arbitration of the International Chamber of Commerce
      by one arbitrator appointed in accordance with said rules. Arbitration shall
      take place in Sacramento, California USA in the event NutraCea is the
      non-defaulting party and in Jamaica in the event Distributor is the
      non-defaulting party. Any proceeding under this Section shall be conducted
      in
      the English language. The award of the arbitrator shall be final and binding
      on
      both parties. The parties agree to bind themselves to carry out the award of
      the
      arbitrator.

    


    15.13.    Benefit;
      Assignment.
      This
      Agreement shall be binding upon the parties and their respective successors
      and
      assigns and shall inure to the benefit of the parties and their respective
      successors and permitted assigns. No party may assign nay of its rights or
      delegate any of its duties under this Agreement without the prior written
      consent of the other party and any assignment or delegation of this Agreement
      by
      either party without the prior written consent of the other party shall be
      void.
      In no event shall either party assign any of its rights or delegate any of
      its
      duties under this Agreement to any person other than a transferee of its
      interests pursuant to the Operating Agreement. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    15.14.    No
      Third Party Beneficiaries.
      This
      provisions of this Agreement are intended to bind each party to the other party
      and, except for the Company, are not intended to create and do not create any
      rights in any other person, including without limitation , any employee of
      the
      Company. No person or entity, other than the Company, shall be deemed to be
      a
      third party beneficiary of this Agreement.

    


    15.15.    Headings.
      The
      headings set forth in this Agreement have been inserted for convenience of
      reference only, shall not be considered a part of this Agreement and shall
      not
      limit, modify or affect in any way the meaning or interpretation of this
      Agreement.

    


    15.16.     Language.
      This
      Agreement shall be written and construed in the English language.

    


    15.17   
      Binding Agreement. This Agreement is subject to the approval of the board of
      NutraCea and the board of T. Geddes Grant (Distributors) Limited and the
      execution of a Binding Agreement.

     

    
      	
                      
                T. Geddes Grant        
                

            	 	
                      
                NUTRACEA:        
                

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              /s/
                Michael Subratie

            	 	
              /s/
                Margie Adelman

            	 
	
              By

            	
              Michael
                Subratie

            	 	
              By:

            	
              Margie
                Adelman

            	 
	
              Title:

            	
              Director

            	 	
              Title:

            	
              Senior
                V.P.

            	 


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
       

      
        	
                [*]
                  designates
                  portions of this document that have been omitted pursuant to a
                  request

                for
                  confidential treatment filed seperately with the
                  Commission

              


      

       

    

    EXHIBIT
      A

    Products
      and Quantities

    


    


    [*]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
       

      
        	
                [*]
                  designates
                  portions of this document that have been omitted pursuant to a
                  request

                for
                  confidential treatment filed seperately with the
                  Commission

              


      

       

    

    EXHIBIT
      B

    Pricing

     

    [*]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    Customer
      Limited Warranty

    


    


    [No
      Customer Limited Warranty attached]

     

    12