Exhibit 10(a)
 MAXIMUM GUARANTEED PRICE DESIGN CONSTRUCTION CONTRACT CORECOMPOSITES DE
MEXICO, S. DE R.L. DE C.V. STEPHEN JOHN KLESTINEC THE OWNER AS CONSTRUCCIONES DEL NORTE,
S.A. DE C.V. VICTOR ALFONSO SANCHEZ-RUELAS THE CONTRACTOR
 RECITALS
 I. The OWNER through its legal representative hereby declares that:
 A.
    
    It is a corporation organized and existing in accordance with the laws of the
Republic of Mexico and that it has its corporate domicile in Prol. Ave. Uniones y Av.
Michigan, Parque Industrial del Norte, Matamoros, State of Tamaulipas, Mexico. That it
was incorporated through Public Instrument number 7,720, dated October 15, 2001, granted
before Mr. José R. Treviño-Rodríguez, Notary Public number 78, for the city of Matamoros,
State of Tamaulipas, which document was recorded in the Public Registry of Property and
Commerce of Matamoros, Tamaulipas, under number 558, volume 3-012, Book First, Commerce
Section on October 23, 2001, a copy of which is attached hereto as Exhibit A.B.
    
    That in order to comply with its corporate purpose, its principal has decided to
carry out the construction of an industrial production facility with an approximate area
of 437,270.60 square feet (40,623.43 square meters) on a tract of land owned by OWNER
located in Lote 1 de la Manzana 6, Parque Industrial La Ventana, H. Matamoros, State of
Tamaulipas, Mexico, with a surface area of 90,902.95 square meters. Said construction and
site are detailed in the documents, drawings and specifications approved by the OWNER
which are attached hereto and form a part hereof as Exhibit B, and which will
hereinafter be referred to as The Work.C.
    
    That it appears represented herein by Mr. Stephen John Klestinec, who evidenced his
capacity as attorney in fact through Public Instrument number 3,895, dated July 22, 2008,
granted before Mr. Jorge Luis Velarde-Danache, Notary Public number 150, for the city of
Matamoros, State of Tamaulipas, which document was recorded in the Public Registry of
Property and Commerce of Matamoros, Tamaulipas, under number 334, volume 3-007, Book
First, Commerce Section on August 7, 2008, a copy of which is attached hereto as Exhibit
C.D.
    
    That it wishes to enter into this Contract with the CONTRACTOR, in order for it to
perform the construction of the Work in accordance with the terms and
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conditions set forth herein.
 II. The CONTRACTOR through its legal representative hereby declares that:
 A.
    
    It is a corporation organized and existing in accordance with the laws of the
Republic of Mexico and that it has its corporate domicile in Calixto de Ayala #105, Altos
B, Colonia San Francisco, 87350, H. Matamoros, State of Tamaulipas, Mexico. That it was
incorporated through Public Instrument number 488, dated June 19, 1997, granted before Mr.
Jesus Guillermo Villarreal-Rodriguez, Notary Public number 47, for the city of H.
Matamoros, State of Tamaulipas, which document was recorded in the Public Registry of
Property and Commerce of H. Matamoros, State of Tamaulipas, under number 87, volume 87,
Book 1 Second Auxiliary, Commerce Section on June 30, 1997, copy of which is attached
hereto as Exhibit D.B.
    
    That CONTRACTOR has filed and is up to date on the following legal registrations, as
indicated with the identification numbers set forth below:
 (i)
    
    Federal Taxpayer Registration: ACN970619-841(ii)
    
    Employer Registration at the IMSS: E9427311100
 C.
    
    That it has the experience to provide technical, consulting, project management,
architectural, engineering and general construction services, pursuant to its corporate
purpose, and that it has the machinery, material, experience, technology, and the
necessary personnel and means to properly execute the Work subject matter of this
Contract.D.
    
    That it appears represented herein by Mr. Victor Alfonso Sanchez-Ruelas who evidenced
his capacity as attorney in fact through Public Instrument number 530, dated March 9,
1999, granted before Mr. Jesus Guillermo Villarreal-Rodriguez, Notary Public number 47,
for the city of H. Matamoros, State of Tamaulipas, which document was recorded in the
Public Registry of Property and Commerce of H. Matamoros, State of Tamaulipas, under
number 188, volume 188, Book 1 Second Auxiliary, Commerce Section on May 11, 2000, a copy
of which is attached hereto as Exhibit G.D.
    
    That it wishes to enter into this Contract with OWNER in order for it to perform the
construction of the Work, in accordance with the terms and conditions set forth in this
Contract and in the Contract Documents.
 III. Both parties state, that:
 A.
    
    In the execution of this Contract, there has been no duress, violence, bad faith or
error amongst them.B.
    
    In order to carry out the construction referred to in Recital I, paragraph B, they
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hereby formalize this Contract, which will be ruled by the following:
 CLAUSES
 CLAUSE 1. DEFINITION OF TERMS.
  a.
    
    The term OWNER, as used herein, shall mean Core Composites De Mexico, S. de R.L. de C.V.,
same company that has title to the property where the Work will take place.
 b.
    
    The term OWNERS REPRESENTATIVE, as used herein, shall mean Mr. Mark Patrick Murfitt, or
any other delegated representative of the OWNER which is notified in writing to the CONTRACTOR
and Construction Manager by the OWNER. In compliance with the Contract Document, the OWNERS
REPRESENTATIVE will be fully authorized and empowered to make decisions on behalf of OWNER in
connection with the performance of the Work, particularly to make and acknowledge entries in
the official log book of the job as provided for herein, to request and to authorize changes,
additions or deletions to the WORK pursuant to the provisions hereof, to execute all required
documentation and to receive portions or the entirety of the WORK from the CONTRACTOR, as
provided in this Contract. Communications given to the CONTRACTORS REPRESENTATIVE and/or
OWNERS REPRESENTATIVE and/or Construction Manager shall be as binding as if given to the
other partys representative and/or the Construction Manager, if not placed in the Daily
Activity Log; all other communications and/or notices not placed in the Daily Activity Log
shall be confirmed in writing by the receiving party.GERENTES Y COORDINADORES, S.C. (the Construction Manager) will provide administration
services of the Contract as described in the Contract Documents, and shall have the
authority described in Clause Ninth-Bis during the construction process.The CONTRACTOR will have control over or charge of and will be responsible for construction
means, methods, techniques, sequences or procedures, or for safety precautions and programs
in connection with the Work. The Construction Manager will be responsible for the
oversight of the Work in accordance with the Contract Documents under the terms of the
Construction Management Agreement.Until changed or removed through written notice from the OWNER to the CONTRACTOR, the
OWNERS REPRESENTATIVE will be Mr. Mark Patrick Murfitt and the Construction Manager will
be GERENTES Y COORDINADORES, S.C and their representatives and designees.
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c.
    
    The term CONTRACTOR, as used herein, shall mean AS Construcciones del Norte, S.A. de C.V.,
and any Subcontractors employed by it.d.
    
    The term CONTRACTORS REPRESENTATIVE, as used herein, shall mean any representative of the
CONTRACTOR, notified in writing by the CONTRACTOR to the OWNER. The CONTRACTORS
REPRESENTATIVE will be fully authorized and empowered to make decisions on behalf of the
CONTRACTOR in regards to the performance of the Work, particularly to make and acknowledge
entries in the official log book for the job as provided for herein, to receive from the
OWNERS REPRESENTATIVE requests for changes, additions or deletions to the Work, to submit
quotations for the execution of said changes, and to deliver to the OWNERS REPRESENTATIVE
portions or the entirety of the WORK, as provided for herein. Until changed or removed by
written notice from the CONTRACTOR to the OWNER, the CONTRACTORS REPRESENTATIVE will be Mr.
Bruno Fuentes-Garza. The CONTRACTORS REPRESENTATIVE shall not be removed or replaced from the
project without the OWNERS and Construction Managers expressed written consent, which
consent will not be unreasonably withheld. Likewise, the CONTRACTORS REPRESENTATIVE shall be
removed at OWNERS and Construction Managers express written request to CONTRACTOR in case
that he has demonstrated to be negligent and/or inefficient while performing the Work.e.
    
    The term Subcontractor includes only those having a direct or indirect contract with the
CONTRACTOR, who perform services or furnish material worked to a special design according to
the plans and specifications of the Work, but does not include one who merely furnish
materials. In any event, the CONTRACTOR shall remain liable for the proper and punctual
performance of the work assigned to any Subcontractor hired by CONTRACTOR. CONTRACTOR agrees
to neither assign all or part of the Work to any third parties. CONTRACTOR shall deliver to
OWNER a list of all Subcontractors hired for the Work, and OWNER shall have the right to
reject any Subcontractor therein included. In the event that CONTRACTOR hires a Subcontractor
not stated in the list provided to OWNER, it shall notify this to OWNER, who shall have the
right to reject said Subcontractor. OWNERS rejection of any Subcontractor must be with a
reasonable cause.f.
    
    The term Supplier shall include those parties providing only material or equipment for the
performance of the Work pursuant to Clause 2 of this Contract.g.
    
    The term Days shall mean legal working days in Mexico.h.
    
    The term Work shall mean the construction in the property of the OWNER in the terms
provided for in this Contract, and the documents, drawings, and specifications that are
attached hereto and made a part hereof as Exhibit B, such term shall also include all labor,
materials, equipment and services provided or to be provided by
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the CONTRACTOR to fulfill its obligations.i.
    
    The term Building shall mean the industrial facility to be constructed pursuant to this
Contract.j.
    
    The term Premises shall mean the location of the land where the Work will take place.k.
    
    The term Daily Activity Log shall mean the Book where the representatives of the parties
shall keep a daily record of activities and notices related to the Work, same which must be
signed by such representatives in each case.l.
    
    The term Specifications shall mean the written requirements for materials, equipment,
construction systems, standards and workmanship for the Work, and performance of related
services.m.
    
    The Project consists of the construction of the Core Composites facility, in Matamoros,
Tamaulipas, as shown in the Contract Documents prepared by the CONTRACTOR dated August 26,
2008 and the Performance Criteria Bid Documents attached to that certain Letter of Intent
entered into by CONTRACTOR and OWNER on June 26, 2008.n.
    
    The Contract Documents consist of the Contract between OWNER and CONTRACTOR (hereinafter
the Contract), the General Requirements and Performance Criteria Bid Documents attached to
that certain Letter of Intent entered into by CONTRACTOR and OWNER on June 26, 2008, the
Drawings, Specifications, addenda issued prior to execution of the Contract, the Construction
Management Agreement other documents listed in the Agreement and Modifications issued after
execution of the Contract and the documents prepared by CONTRACTOR if accepted by the OWNER.A Modification is:
 
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o.
    
    The Drawings are the graphic and pictorial portions of the Contract Documents, wherever
located and whenever issued, showing the design, location and dimensions of the Work,
generally including plans, elevations, sections, details, schedules and diagrams.
 p.
    
    The Project Manual is the volume usually assembled for the Work, which may include the
bidding requirements, sample forms, Conditions of the Contract and Specifications.
 q.
    
    Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the
Work by the CONTRACTOR or a Subcontractor, Sub-subcontractor, manufacturer, supplier or
distributor to illustrate some portion of the Work.
 r.
    
    Product Data are illustrations, standard schedules, performance charts, instructions,
brochures, diagrams and other information furnished by the CONTRACTOR to illustrate materials
or equipment for some portion of the Work, if applicable.
 s.
    
    Samples are physical examples, which illustrate materials, equipment or workmanship and
establish standards by which the Work will be judged, if applicable.
 t.
    
    Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The
purpose of their submittal is to demonstrate for those portions of the Work for which
submittals are required the way the CONTRACTOR proposes to conform to the information given
and the design concept expressed in the Contract Documents.
 u.
    
    Punch List items are any items of the Work that have not been fully completed when the Work
is at a stage of Substantial Completion, which shall be completed by CONTRACTOR no later than
30 Days after the Substantial Completion has been declared and accepted.
 v.
    
    Beneficial Occupancy stage of the Work, as described in the Drawings and Specifications,
upon which OWNER may initiate the installation of its machinery and equipment therein. At
this time foundations, steel structure, floors (concrete slab), walls and roofs, including
doors, shall be substantially completed. The architectural, electrical and mechanical Works
shall be completed to the extent necessary for safe and proper installation by OWNER of its
machinery and equipment and commence production testing and employee training, and shall
continue in process without interfering with OWNERS installation of its
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machinery and equipment at the manufacturing area. The Building shall be watertight and
temporary sanitary facilities shall be available, having the Building all utilities
connected and operating.
 w.
    
    Substantial Completion, Means that the Building is fully functional and in operation.
OWNER has full occupancy and operation of the Building and electrical/mechanical systems,
including office area, are possible and all systems have been properly tested, started and are
operating, requiring only minor Punch List items to be concluded not to exceed 1-2% of the
Work, which shall not interfere with OWNERS intended use of the Project.
 x.
    
    Final Completion, Means that all Punch List items have been totally completed.
 y.
    
    Final Inspection, Means those studies, test and examinations of the Project, Premises,
Building and Work carried out by the OWNER and/or the Construction Manager in order to receive
any part or stage of the Building from by CONTRACTOR upon its termination.
 z.
    
    Change Order, shall mean any modification in the Work instructed by OWNERS REPRESENTATIVE
and Construction Manager as set forth in Clause 17 hereof, which instructions must be in
writing as per the template attached hereto as Exhibit E. Said Change Order must be duly
singed by the OWNERS representative and/or the Constructions Managers representatives herein
authorized; and must be singed in acceptance by the CONTRACTORS representative in order for
such Change Order to be binding amongst the parties.
 aa.
    
    Force Majeure shall mean fire, flood, unavoidable casualty, pestilence, earthquake, Acts of
God, civil commotion, national emergency, warlike operation, invasion, rebellion, hostilities,
military or up surged power, sabotage, governmental regulations or controls, labor
disturbances, strikes, or other similar circumstances or events beyond the reasonable control
of the parties. Without limitation, Force Majeure shall exclude bankruptcy or other financial
incapacity of either party or its consultants or subcontractors.
 CLAUSE 2. INTENT.
 Exhibit B
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CLAUSE 3. SCOPE OF WORK.
 Exhibit B
 Exhibit B
   Exhibit B
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Exhibit B
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CLAUSE 4. REGULATIONS AND PERMITS.
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CLAUSE 5. TERM AND TIME SCHEDULE.
 April 20, 2009, Exhibit B
 1.
    
    High Bay Area:CONTRACTOR and OWNER agree that (i) on December
1, 2008, CONTRACTOR shall complete and OWNER shall be granted with the
Beneficial Occupancy of the high bay area and press pits of the Project
for installation of presses (the 100,000 square foot compression molding area and
related utilities, such area is identified in the drawings attached hereto as
Exhibit B, hereinafter referred to as the High Bay Area), and (ii) on
December 22, 2008, CONTRACTOR shall complete and OWNER shall be granted
with the full Beneficial Occupancy of the High Bay Area; (iii) the High
Bay Area shall be completed by CONTRACTOR and granted to OWNER for full production
precisely on January 22, 2009in accordance with the CPM.2.
    
    Building:CONTRACTOR and OWNER agree that (i) the Substantial
Completion shall be completed by CONTRACTOR and granted to the OWNER precisely
on March 2, 2009;(ii) after the date of Substantial Completion, a punch
list shall be prepared within the next 10 (ten) Days by OWNER and CONTRACTOR,
evidencing the pending items to be
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completed for Final Completion. Such punch list shall be approved by OWNER in
writing in order to constitute a binding document for the parties hereto.
Final Completion shall occur no later that April 20, 2009, and means the
time when the Project is finally completed.3.
    
    All the foregoing dates and terms are defined in the Exhibit I
hereof.
  Exhibit B
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CLAUSE 6. CHARACTERISTICS OF THE WORK.
   Exhibit B
 Exhibit B Exhibit B
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CLAUSE 7. SAFETY MEASURES.
    1.
    
    Employees on the Work and other persons who may be affected
thereby;2.
    
    The Work and materials and equipment to be incorporated
therein, whether in storage on or off the site, under care, custody or control
of the CONTRACTOR or the CONTRACTORS Subcontractors; and3.
    
    Other property at the site or adjacent thereto such as trees,
shrubs, lawns, walks, pavements, roadways, structures, and utilities not
designated for removal, relocation or replacement in the course of the
construction.
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CLAUSE 8. CONTRACTOR SUPERVISION.
   CLAUSE 9. OWNERS INSPECTION.
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Exhibit B Exhibit B
    CLAUSE 9 BIS. SUPERVISION BY CONSTRUCTION MANAGER.
  18




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CLAUSE 10. COOPERATION IN PERFORMING THE WORK.
   19




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CLAUSE 11. FIRE PROTECTIVE MEASURES.
    CLAUSE 12. MATERIALS AND EQUIPMENT.
   20




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CLAUSE 13. INSTALLATION OF OWNERS MACHINERY AND EQUIPMENT.
   CLAUSE 14. ADVANCED USE OF ANY PORTION OF THE WORK.
  21




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CLAUSE 15. CLEANING OF THE PREMISES.
     
 CLAUSE 16. CORRECTION OF THE WORK.
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CLAUSE 17. CHANGES IN THE WORK.
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Change Order
 1.
    
    A change in the Work;2.
    
    The amount of the adjustment in the Contract Sum, if applicable; and,3.
    
    The extent of the adjustment in the Contract Time, if any.
   1.
    
    Mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation;
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2.
    
    Unit prices stated in the Contract Documents or subsequently agreed upon;3.
    
    Cost to be determined in a manner agreed upon by the parties and mutually
acceptable fixed or percentage fee;
    1.
    
    Costs of labor, including social security, fringe benefits required by agreement;2.
    
    Costs of materials, supplies and equipment, including cost of transportation,
whether incorporated or consumed:3.
    
    Rental costs of machinery and equipment, exclusive of hand tools, whether rented
from the CONTRACTOR or others;4.
    
    Costs of premiums for the guarantee bond, permit fees, and value added tax related
to the Work; and5.
    
    Additional costs of supervision and field office Personnel directly attributable to
the change.
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order for a minor change
 
 CLAUSE 18. TESTS.
 Exhibit B
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CLAUSE 19. INSURANCE.
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CLAUSE 20. DAMAGES.
   CLAUSE 21. WARRANTIES.
  28




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CLAUSE 22. CONSTRUCTION DRAWINGS.
   CLAUSE 23. GUARANTEE BOND.
  29




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CLAUSE 24. CONTRACTED SUM  COSTS.
 Exhibit A
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CLAUSE 25. PAYMENTS TO THE CONTRACTOR
 Exhibit B Exhibit F
  Exhibit B Exhibit B
 th
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CLAUSE 25 BIS. STEEL AND STEEL STRUCTURE PAYMENTS.
 Exhibit
H Exhibit H
 CLAUSE 26. THE PARTIES RESPONSIBILITIES.
 
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daños y perjuicios)
  35




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daños y perjuicios)
 CLAUSE 27. LABOR RESPONSIBILITY
    CLAUSE 28. SUBCONTRACTORS.
 Exhibit F
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CLAUSE 29. CLAIMS.
  Decision of Construction Manager
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Time Limits on Claims.
   CLAUSE 30. INSPECTIONS AND FINAL ACCEPTANCE
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CLAUSE 31. OCCUPANCY, CONTRACTUAL PENALTY AND EARLY COMPLETION INCENTIVE.
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(i)
    
    In the event that CONTRACTOR does not deliver to OWNER the High Bay
Area, (except if such delay is due to causes directly attributable to OWNER) on
the dates established on Clause Fifth (a) paragraph 1; CONTRACTOR shall be liable
for a daily penalty equivalent to US$5,000.00 (Five Thousand Dollars) per each day
of delay on the dates established on the abovementioned Clause. In any event, the
parties hereby agree that the penalty herein provided will not be cumulative.(ii)
    
    In the event that CONTRACTOR delivers to OWNER the High Bay Area
before the dates set forth in Clause 5 (a), paragraph 1 above, then, OWNER shall
pay to CONTRACTOR a daily incentive equivalent to US$5,000.00 (Five Thousand
Dollars) per each day of early delivery of the High Bay Area to OWNER. Should the
other target dates provided in Clause 5 (a), paragraph 1, not be delivered as
early as Beneficial Occupancy of the High Bay Area, or are delivered with less
Days of early delivery, then, the incentive will be based on the fewest days of
early delivery. The number of days on the delivery dates will not be cumulative.
 CLAUSE 32. TERMINATION OR SUSPENSION OF THE CONTRACT.
 Termination by the OWNER without cause.
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1.
    
    Take possession of the site and of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the OWNER;2.
    
    Accept assignment of subcontracts if so elected by OWNER; and3.
    
    Finish the Work by whatever reasonable method the OWNER may deem expedient.
 CLAUSE 33. TERMINATION FOR BREACH OF CONTRACT.
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CLAUSE 34. TEMPORARY POWER, WATER, AND LIGHTING.
 Exhibit B
 (a)
    
    Temporary construction roads, ramps and approaches and maintain them in a
serviceable condition for use by all persons performing work in connection with this
construction project.(b)
    
    Main ladders and runways for the performance of the Work. Subcontractors
shall provide additional ladders and runways as required for the performance of their
own Work.(c)
    
    Field offices and other temporary facilities such as offices, bathrooms,
construction and storage sheds, that the CONTRACTOR and its Subcontractors may
require. The design and location of these temporary facilities shall be as approved
by the OWNER which consent must be granted or denied by the OWNER within five (5) Days
and shall not be unreasonably withheld. When directed by the OWNER, the CONTRACTOR
shall remove the temporary facilities and shall be responsible for Subcontractors,
removing their temporary structures from the premises if same are not necessary to
continue with the Work.(d)
    
    Fire protection for the field offices and other temporary structures as
required. The CONTRACTOR shall provide and place in each field office and temporary
structure the fire extinguishers to treat electrical, as well as wood, textile, paper
and rubbish fires. All extinguishers shall be maintained in first class operating
condition.(e)
    
    Temporary dust control measures acceptable to the OWNER and Construction
Manager, at CONTRACTORS cost.
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CLAUSE 35. ASSIGNMENT.
  CLAUSE 36. APPLICABLE LAW AND JURISDICTION.
  CLAUSE 37. NOTICES
  OWNER:
 Core Composites De Mexico, S. de R.L. de C.V.        Mark Murfitt
 With a copy to:
 
 CONTRACTOR:
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CLAUSE 38. SOLE AGREEMENT.
   OWNER
Corecomposites de Mexico, S. de R.L. de C.V.
 
 By: Stephen John Klestinec
 Title: Attorney-in-Fact
 CONTRACTOR
 AS Construcciones del Norte, S.A de C.V
 
 By : Mr. Victor Alfonso Sanchez-Ruelas
 Title: Attorney-in-Fact
 WITNESS
    
    
    
    WITNESS
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EXHIBITS
 A.
    
    Copy of the Articles of Incorporation and current By-Laws of the OWNER.B.
    
    Drawings and Specifications (Contract Documents).C.
    
    Copy of the Power of Attorney of the OWNERS representative.D.
    
    Copy of the Articles of Incorporation and current By-Laws of CONTRACTOR.E.
    
    Form of Change Order.F.
    
    List of Materials and Subcontractors.G.
    
    Copy of Power of Attorney of the CONTRACTORS representative.H.
    
    Butler Payment ScheduleI.
    
    High Bay Area Delivery Map
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