In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: PHOTO RETOUCHING OUTSOURCING AGREEMENT

Between: DGT Corp. Suite 207 - 1130 Austin Avenue, Coquitlam, British Columbia, Canada V3K 3P5 (hereinafter referred to as DGT)

And: Dolphin Industries Limited Room 1302 Golden Gate Commercial Bldg 136 Austin Road Tsimshatsui, Hong Kong (hereinafter referred to as Dolphin)

WHEREAS:

DGT is an internet provider of professional digital photo-editing services for photography studios and digital photo processors.

Both parties are desirous of entering into this Agreement regarding the outsourcing of photo-editing services of DGT's clients in the North American market place and elsewhere.

NOW THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as follows: 1.DGT shall pay Dolphin USD10,000, for carrying out the beta testing of the quality of their photo-editing services and testing of the Internet bandwidth for file transmission. This amount is to be paid in two monthly installments, USD5,000 on the date of this Agreement and USD5,000, 30 days subsequent to the date of this Agreement; 2.Upon successful completion of the beta testing stage, DGT will guarantee Dolphin the greater of: (1) USD5,000 for each 30 day period of photo-editing work completed for a total of 90 days (payment to be effective 30 days from the successful completion of the beta tests); or (2) a minimum of 3,300 pictures to be edited for each 30 day period for a total of 90 days at USD1.50 per finished digital photo; 3.Dolphin agrees to complete its photo-editing services within 14 days of receiving the original digital photo files. The completed files must meet DGT pre-defined standards for finished products; 4.Dolphin shall charge DGT USD1.50 per delivered, completed photo. The price per unit shall be open to renegotiation - in response to competitive pricing pressures - upon receipt of written notice at any time by either party;     Page 1 of 5





    5.Dolphin will provide photo-editing services exclusively, at DGT option, when the number of downloaded photos to be edited by Dolphin totals 50,000 in a single year; 6.Dolphin acknowledges that it is illegal to copy or reproduce these photographs, including but not limited to electronic reproduction, without DGT expressed permission, and any violation will be subject to civil and criminal penalties.   WHEREAS BOTH PARTIES AGREE FURTHER TO THE TERMS AND CONDITONS AS FOLLOWS:   Indemnity And Limitation of Liability:    Dolphin hereby indemnifies, holds harmless and defends DGT, its Board of Directors, officers, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of DGT's products under this Agreement by Dolphin or their customers or end-users howsoever the same may arise.   DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.   In no event shall DGT be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.   No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by Dolphin more than six months after the cause of action has occurred.   Right of photo   Records:   Dolphin shall maintain at its principal place of business, or such other place as may be most convenient, separate accounts and records of all services provided to DGT, such accounts and records to be in sufficient detail to enable proper returns to be made under this Agreement.   Dolphin shall deliver to DGT on the date 30 days after each and every year a detailed photo-editing report on all services provided on a unit basis (i.e. customer number, file number, cost).     Page 2 of 5





    The calculation shall be carried out in accordance with generally accepted U.S. accounting principles (GAAP), or the standards and principles adopted by the U.S. Financial Accounting Standards Board (FASB) applied on a consistent basis.   During the term of this Agreement, and thereafter, Dolphin shall use reasonable efforts to ensure that all information provided to DGT or its representatives pursuant to this Article remains confidential and is treated as such by DGT.   Governing Law And Arbitration:   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of the United States. The Supreme Court shall have exclusive jurisdiction over this Agreement.   In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of the State of Nevada, or any successor legislation then in force. The language to be used in the arbitration proceedings shall be English.   Notices:   All payments, reports and notices or other documents that any of the parties hereto are required or may desire to deliver to any other party hereto may be delivered only by personal delivery or by registered or certified mail, telex or fax, all postage and other charges prepaid, at the address for such party set forth below or at such other address as any party may hereinafter designate in writing to the others. Any notice personally delivered or sent by telex or fax shall be deemed to have been given or received at the time of delivery, telexing or faxing. Any notice mailed as aforesaid shall be deemed to have been received on the expiration of five days after it is posted, provided that if there shall be at the time of mailing or between the time of mailing and the actual receipt of the notice a mail strike, slow down or labour dispute which might affect the delivery of the notice by the mails, then the notice shall only be effected if actually received.   Termination:   DGT shall be entitled to terminate this Agreement if Dolphin fails to meet its requirements and material obligation hereunder and only after DGT have given Dolphin written notice of such failure and only after Dolphin has not rectified such failure within 10 days of the notice. Dolphin shall be entitled to terminate this Agreement only after DGT fails to meet a material obligation hereunder and only after Dolphin has given DGT written notice of such failure and only after the DGT has not rectified such failure within 30 days of the notice.     Page 3 of 5





    General:   1.Dolphin shall be entitled to defer any obligation hereunder in the event of force majeure, where force majeure is defined as an act of God, war, revolution, insurrection, riot, blockade or any other unlawful act against public order or authority, strike, lockout or other industrial disturbance, storm, fire, flood, explosion or lightning, the failure to obtain the approval or any government, governmental agency, commission, board or other tribunal having jurisdiction, and any other event not reasonably within the control of Dolphin;   2.Any notice, demand, payment or other communication (collectively the Correspondence) to be given hereunder shall be in writing and shall be delivered to the address or fax number of the party appearing herein;   3.Both parties shall do all such things and execute all such written materials as may be required to carry out the full intent and meaning of this Agreement; and   4.This is the entire Agreement between the parties in respect of the matter referred to herein and no amendment or interpretation of this Agreement will be binding on the parties unless same is in writing executed by the parties hereto.   5.Dolphin shall permit any duly authorized representative of DGT, during normal business hours and at DGT's sole risk and expense, to enter upon and into any premises of Dolphin for the purpose of inspecting the service.   6.Nothing contained herein shall be deemed or construed to create between the parties hereto a partnership or joint venture. No party shall have the authority to act on behalf of any other party, or to commit any other party in any manner or cause whatsoever or to use any other party's name in any way not specifically authorized by this Agreement. No party shall be liable for any act, omission, representation, obligation or debt of any other party, even if informed of such act, omission, representation, obligation or debt.   7.Subject to the limitations hereinbefore expressed, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.   8.No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times in respect of any covenants, provisos or conditions of this Agreement shall operate as a waiver of such party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights of such party in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by such party, save only an express waiver in writing.   9.No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.     Page 4 of 5





    10.Marginal headings as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not be used in the interpretation hereof.   11.If any Article, part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.   12.Time shall be of the essence of this Agreement.   13.Whenever the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine or body corporate when the context or the parties hereto may require.     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on the 1st  day of JUNE , 2006 , but effective as of the Date of Commencement.   SIGNED FOR AND ON BEHALF of DGT CORP.   ) by its duly authorized officers: )   ) ) /s/ Norman Joe, President ) Authorized Signatory )   ) SIGNED FOR AND ON BEHALF of DOLPHIN INDUSTRIES LIMITED ) ) by its duly authorized officers: )   )   ) /s/ Chung-Keung Ho, President/Director ) Authorized Signatory )

Answer: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


Question: Exhibit 10.13   Outsourcing Contract on Development of Miaoli Royal Resort Hotel   Planning Unit: Chang Chen-Bin Architects Office October 29, 2015



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  Outsourcing Contract on Development of Miaoli Royal Resort Hotel   The Covenanter: The HUANG JIA Country CLUB and Recreation Inc. (hereinafter referred to as Party A) and the Covenanter: Chang Chen- Bin Architects Office (hereinafter referred to as Party B) hereby agree to establish the following terms and conditions with regard to the development of Miaoli Royal Resort Hotel:   Article I. Outsourced Project   Development of Miaoli Royal Resort Hotel   Article II. Project Range   The base of the project is located on Lot No. 19 and so on in the Section of Laotianliao, Touwu Township, Miaoli County (refer to the attached map for more details) with an area about 29 hectares.   Article III. Outsourced Work   Outsourced work regarding this Contract is stated below: Part I: Establishment of Architectural Development Plan and Business Plan I. Establishment of documents and drawing relevant to the Architectural Development Plan and Business Plan II. Attendance of Concerned Work Coordination Meeting 1. Attendance of relevant review meetings and presentations 2. Reply to relevant consultations and revision of the development plan Part II: Development of Soil and Water Conservation Plan I. Establishment of documents and drawing relevant to the soil and water conservation plan. 1. Trunk sewer, calculation on water control and treatment and relevant design drawings. 2. Design of disasters prevention facilities during construction. 3. Design of desilting and detention basin. 4. Designs and drawings relevant to soil and water conservation. II. Attendance of Concerned Work Coordination Meeting 1. Attendance of review meetings and presentations 2. Reply to relevant consultations and revision of scheme drawings associated with soil and water conservation. III. Signing & Verification of Technicians Signing and verification relevant to land preparation and water discharge of the project.



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  Part III: Environmental Impact Assessment Report I. Program on runoff of Waste Water And Pollution Reduction on the Construction Site. II. Implementation Plan for Environmental Protection. III. Environmental Monitoring (Monitoring Report prior to Environmental Impact Assessment) IV. Establishment of Environmental Impact Statement And Assessment Report Part IV: Establishment of Documents Relevant to Change of Land Usage (I) Establishment of Documents and Drawings Relevant to Change of Land Usage. (II). Attendance of Concerned Work Coordination Meeting 1. Attendance of relevant review meetings and presentations. 2. Reply to relevant consultations and plan revision. Part V: Establishment of Documents and Drawings Relevant to Landscaping I. Principles, Concepts and Calculations on Landscaping II. Planting Scheme & Relevant Design Drawings III. Calculations & Drawings on Green Cover Rate Part VI: Planning, Design and Monitoring on Miscellaneous Works I. Basic Design. II. Establishment of Documents & Drawings Relevant to Miscellaneous Works 1. Trunk sewer, calculation on water control and treatment and relevant design drawings 2. Design of disasters prevention facilities during construction 3. Design of desilting and detention basin 4. Designs and drawings relevant to miscellaneous works III. Attendance of Miscellaneous Works Review Meetings 1. Attendance of project review meetings and presentations 2. Reply to relevant consultations and revision of relevant documents and drawings. IV. Signing & Verification of Technicians and Architects Signing & Verification of Miscellaneous Works Relevant to the Project (including signing and verification of geological technicians) V. Construction Monitoring VI. Submitting documents for obtaining miscellaneous license, providing structural design and signing and verification relevant to the miscellaneous works. Part VII: Planning and Design of Relevant Buildings and Construction Monitoring I. Planning & Design of Relevant Buildings.



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  II. Coordination on geological drilling and survey and arrangement of building structure, sewage treatment, water and electricity utility, fire protection, telecommunications and electrical and mechanical systems etc. for various professional technicians pursuant to relevant laws and regulations. III. Construction Drawings (involving building structure, interior decoration, water supply and drainage and electricity, telecommunication, monitoring, fire protection and air conditioning system). IV. Assistance in Works Quantity Counting & Valuation. V. Submitting of Construction License and Structure, Water, Electricity and Fire Protection Design for Reviewing, Signing and Verification. VI. Monitoring on Major Construction Parts. VII. Construction Monitoring (Survey on Major Parts). VIII. Solving Any Disputes & Problems Relevant to the Construction. IX. Other Items Agreed by the Two Parties Herein.   Article IV. Service Fee   The fees for services mentioned in Part I to Part VI are NTD 12 million ((SAY TWELVE MILLION ONLY) in total and the fees for planning and design of the buildings and construction monitoring shall be calculated based on the ratio of 3.50% of the legal construction cost hereof. Should Party A require a comprehensive modification on the development plan of the project outsourced and any subsequent extra cost occur in Party B; Party A shall bear the corresponding extra service fee.   Article V. Payment Method   With regard to the payment method regarding the project herein, Party A shall remit relevant cashes into the account designated by Party B by stages as per the following conditions:   Stage 1: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon signing of the Contract herein. Stage 2: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon completion of the Business Plan and Architectural Development Plan and Relevant Drawings. Stage 3: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the soil and water conservation plan and relevant drawings are filed in the county government. Stage 4: The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the Environmental Impact Assessment Report and relevant drawings are filed in the county government.



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  Stage 5: The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after the Environmental Impact Assessment Report is adopted. Stage 6: The service fee of NTD 3 million (SAY THREE MILLION ONLY) shall be paid after the Development Plan is adopted. Stage 7: The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after change of the non-urban land usage is completed. Stage 8: The service fee that is 3.00% of the legal construction cost shall be paid after documents and drawings for applying for the construction license of relevant buildings and the application is submitted to the competent authority. Stage 9: The service fee that is 0.5% of the legal construction cost shall be paid upon submitting the construction starting application to the competent authority. Stage 10: The final service fee shall be paid in a lump sum upon the completion of the structure of relevant buildings and submitting the usage license application to the competent authority.   In case the Contract cannot be performed due to any reason other than the architect herein, the client agrees the fees paid will not be refunded. In case the Contract cannot be performed due to the architect herein, the architect shall refund the fees paid in full without taking any interest to the client.   Article VI. Exclusions   The service fee shall not include the fees for land measurement and boundary identification, geological drilling, meeting relevant land administration regulations, air pollution prevention, meeting relevant construction regulations, security system monitoring, scrivener service, deposit of soil and water conservation, review of the competent authority, attendance of concerned experts and scholars and meeting relevant administrative regulations.   Article VII. Term Planned   Party B shall make the most economical and effective arrangement for Party A with respect to the project based on the principle of alignment with the plan progress of Party A. The term planned is stated as following: I. Topographic survey and measurement, geological drilling and program evaluation (about 1.0 months); II. Establishment of architectural development plan and business plan (about 2.0 months); III. Development of soil and water conservation plan (about 2.0 months); IV. Establishment of environmental impact assessment report (about 8.0 months); V. Review of development plan (containing soil and water conservation plan and environmental impact assessment report) (about 4 - 6 months);



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  VI. Miscellaneous works review (about 2 - 4 months); VII. Change of usage zoning and category of the land (about 2 - 4 months); VIII. Application for miscellaneous license (about 1.0 month) IX. Application for construction license (including review on green construction materials and barrier-free facilities) (about 1.0 month)   Article VIII. Duties of Party A   Party A shall provide the following data during the term mentioned above: I. Data of rights relevant to the land. II. Data required by Party B and can be provided by Party A. (I) Basic data that must be provided in accordance with relevant regulations: 1. Name and business address of the developer; 2. Full name, address and ID card number of the person in charge; 3. Purpose and content of the development.   Article IX. Duties of Party B   I. Party B shall follow all instructions of Party A and ensure all plans and designs of the project to meet relevant construction laws and regulations. II. Party B shall take on a professional attitude for various services mentioned in Article III of the Contract, maintain benefits and interests of Party A all the time and adopt the most economical option under the precondition of safety and reliability. III. Party B is obligatory to report the latest progress and completed content to Party A.   Article X. Special Terms   I. With regard to the payment of all fees for professional services, the person appointed shall designate relevant professional institutions and pay the fees directly to them and the service fees due will be deducted after the payment foregoing is made. II. Any other items not specified in the Contract may be negotiated and formulated by the both Parties herein separately.



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016







  Article XI. Disputes Resolving   Both parties herein agree to resolve any dispute regarding interpretation of the Contract in the following methods: I. Should both Parties be unable to reach an agreement within one month through negotiation, they may apply for an arbitration in Miaoli County and the arbitration result shall be compulsory. II. Should either Party herein initiate a legal proceeding for revoking any arbitration result regarding the Contract, both Parties herein agree to take the Miaoli District Court of Taiwan as the competent court of first instance pursuant to the laws of the R.O.C..   Article XII. The Contract shall be made in duplicate and Party A and Party B shall hold a copy respectively in witness thereof.   Covenanters Party A: The HUANG JIA Country CLUB and Recreation Inc. Address: Floor 4, No. 106, Zhouzi Street, Neihu District, Taipei City Tel: 02-26582502   Party B:Chang Chen-Bin Architects Office Unified No: 95822673 Address: No. 1, Floor 10, No. 575, Jinhwa Road, Bei District, Taichung City Tel: 04-22373588 Fax: 04-22373388   October 29, 2015



Source: IMPERIAL GARDEN & RESORT, INC., DRS (on F-1), 10/28/2016

Answer: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?


Question: Exhibit 10.22

MAINTENANCE AGREEMENT

THIS MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the 28th day of March 2006 by THAYER EQUITY INVESTORS IV, L.P. (the Investor), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association in its capacity as administrative agent (in such capacity and together with its successors and assigns in such capacity, the Agent), for itself and the lending institutions from time to time party to the Financing Agreement (defined below) (collectively and together with their respective successors and assigns, the Lenders).

RECITALS:

A. The Agent, Lenders and SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers) entered into a certain Financing Agreement bearing event date herewith (as the same may be amended, modified, restated or supplemented from time to time, the Financing Agreement).

B. As a condition precedent to the effectiveness of the Financing Agreement, the Agent has required that the Investor execute and deliver this Agreement.

D. The Investor is a shareholder of Suntron Corporation and, as such, expects to derive benefits from the Amendment and from the credit accommodations extended to the Borrowers pursuant to the Financing Agreement, and finds it in its best interests to execute and deliver this Agreement to the Agent.

AGREEMENTS:

NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Financing Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

Required Capital Contributions means some combination of (a) one or      more unrestricted cash contributions to the capital of one or more of the      Borrowers made by the Investor, and/or (b) one or more Qualified      Subordinated Loans made by the Investor to one or more of the Borrowers, in      each case as required under Section 2 below, in any or all cases, in an      aggregate amount not to exceed $5,000,000 during the term of this      Agreement.

Qualified Subordinated Loan shall mean a loan or other financial      accommodation (excluding interest paid in kind) extended by any Person to      one or more of the Borrowers which is subordinated in right of payment and      security to the Obligations pursuant to the terms of a written      subordination agreement (substantially equivalent to the Subordination      Agreement bearing even date herewith executed by the Investor in favor of      the Agent), the proceeds of which loan or other financial accommodation      have been delivered to the applicable Borrower(s) in the form of cash or      cash equivalents.

2. Contributions to Capital. The Investor agrees to make, and the applicable Borrower(s) agree(s) to accept, Required Capital Contributions in respect of the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable) in an amount sufficient to cause (via an addition to Adjusted EBITDAR in the amount of such Required Capital Contributions) the Borrowers to comply with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of each Fiscal Quarter. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Agent acknowledges and agrees that the Investor's obligation to make Required Capital Contributions hereunder shall be limited to an aggregate amount of $5,000,000 during the term of this Agreement. The Agent further acknowledges and agrees that, regardless of whether other Events of Default (as defined therein) have occurred and are continuing under the Financing Agreement, in no event shall the Investor be obligated to make any Required Capital Contributions hereunder if the Borrowers have fully complied with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of the applicable Fiscal Quarter for the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable).

3. Timing of Required Capital Contributions. The Required Capital Contributions shall be made within forty-five (45) days following the last day of each Fiscal Quarter, unless the last day of such Fiscal Quarter is the same as the fiscal year end, and in such case, ninety (90) days following such fiscal year end.

4. Specific Performance and Liquidated Damages. The Investor acknowledges and agrees that if a Maintenance Event of Default (as defined in Section 10 below) has occurred and is continuing hereunder, the Agent, for itself and on behalf of the Lenders, shall have the non-exclusive right to





obtain specific performance of the obligation of the Investor to make the Required Capital Contributions. If specific performance is not a remedy then available to the Agent and the Lenders for any reason, the Agent and the Lenders will suffer damages in an amount which, due to the special nature of the transaction contemplated by this Agreement, will be impracticable or extremely difficult to ascertain. Determination of such damages would necessitate determinations of value which would be based upon speculative determination of the value of assets of the Borrowers and the capacity of assets of the Borrowers to pay the Obligations and other Indebtedness of the Borrowers. Such damages are uncertain and incapable of estimation as of the date of this Agreement and shall remain so to the date of the occurrence of any Maintenance Event of Default hereunder. The Investor, the Agent and the Lenders hereby acknowledge and agree that (a) an amount equal to the lesser of (i) the full amount of each Required Capital Contribution that has not been made by the Investor and (ii) the then-outstanding balance of the Obligations, represents a reasonable estimate of the damages which the Agent and the Lenders will sustain upon the occurrence of an Maintenance Event of Default hereunder, and (b) such lesser amount will be the full, agreed and liquidated damages resulting from the occurrence of any Maintenance Event of Default hereunder. The payment of such amount is intended to constitute liquidated damages to the Agent and the Lenders and shall not be deemed to constitute a forfeiture or penalty. Upon receipt by the Agent, such amount may, in the sole discretion of the Agent, be applied to the Obligations when and as due; provided, however, that such amount, if so applied, may not be reborrowed by any Borrower under the Financing Agreement.

5. Representations and Warranties. The Investor hereby represents and warrants as follows:

(a) The execution, delivery and performance of this Agreement will not      result in any violation of, or be in conflict with or constitute a default      under, any agreement or under any law, statute, regulation or ordinance      applicable to the Investor or result in the creation of any Lien upon any      properties or assets of the Investor.

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(b) This Agreement has been duly executed and delivered by the      Investor, and constitutes a legal, valid and binding obligation of the      Investor, enforceable against the Investor in accordance with its&bbsp;terms.

(c) No consent or authorization of, filing with or other act by or in      respect of, any governmental authority and no consent of any other Person      (including, without limitation, any creditor of the Investor) is required      in connection with the execution, delivery, performance, validity or      enforceability of this Agreement.

6. Special Account. All Required Capital Contributions shall be made by Investor via wire transfer directly into the Special Account.

7. Unconditional Obligations, Waivers of Defenses. The obligations of the Investor under this Agreement shall be absolute and unconditional under any and all circumstances, and shall not be to any extent or in any way discharged, impaired or otherwise affected except by performance in full. Without limiting the generality of the foregoing, such obligations shall not be affected by: (a) any lack of validity or enforceability of the Financing Agreement or any other Loan Document, (b) any amendment of or addition or supplement to, or any waiver or consent with respect to, the Financing Agreement or any other Loan Document, (c) any exercise or nonexercise of any right, power or remedy under or in respect of the Financing Agreement or any other Loan Document (d) any exchange, release or nonperfection of all or any portion of the Collateral, or any other action or omission to act with respect to all or any portion of the Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations, or any other release, extension, settlement, compromise, indulgence or other action, inaction, change, waiver or omission under or in respect of the Financing Agreement or any other Loan Document, (e) the value of all or any portion of the Collateral regardless of the manner of determining such value, (f) the subordination of the payment of the Obligations or any part thereof to the payment of any other Indebtedness which may at the time be due or owing by the Borrowers (or any of them) to the Agent or the Lenders or to any other Person, (g) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, dissolution or other similar proceeding involving any Borrower or the Investor, (h) any Event of Default (as defined therein) under the Financing Agreement whether or not the Obligations shall have become, or been declared, due and payable (i) any claim, abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any of the foregoing (including, but not limited to, claims, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims or recoupment for or on account of any past, present or future Indebtedness of any Borrower to the Investor or which may be asserted by any Borrower against the Agent or the Lenders, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of such Borrower, the Agent or the Lenders, including any disposition of any assets of such Borrower, pursuant to requirements of any governmental authority, actions of judicial receivers or trustees or otherwise, and whether or not arising from willful or negligent acts or omissions), (j) any failure on the part of any Borrower to perform its duties and obligations under this Agreement, (k) any other circumstances which constitutes or might be construed to constitute, an equitable or legal discharge of the Borrowers (or any of them) for the Obligations, or of the Investor under this Agreement, in bankruptcy or in any other instance, (l) any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable making of the Required Capital





Contributions or the liquidated damage amount specified in this Agreement, or (m) any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing; whether or not the Investor shall have notice or knowledge of any of the foregoing or shall have consented to any of the foregoing.

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8. Waivers. The Investor hereby irrevocably waives, to the extent that it may do so under applicable law: (a) any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Investor for specific performance of this Agreement by Agent, for itself and on behalf of the Lenders, or for the benefit of the Agent and the Lenders by a receiver or trustee appointed for any Borrower or in respect of all or a substantial part of any Borrower's assets under the bankruptcy or insolvency laws of any jurisdiction to which such Borrower is, or its assets are, subject, (b) all statutes of limitations as a defense to any action or proceeding brought against the Investor by the Agent, for itself and on behalf of the Lenders under this Agreement, to the fullest extent permitted by law, (c) any right the Investor may have to require the Agent or the Lenders to proceed against the Borrowers (or any of them), proceed against or exhaust any security held from the Borrowers (or any of them), or pursue any other remedy in the Agent's or the Lenders' power to pursue, (d) any defense based on any claim that the Investor's obligations hereunder exceed or are more burdensome than those of the Borrowers under the Financing Agreement or the other Loan Documents (as defined in the Financing Agreement), (e) any defense based on (i) any legal disability of any Borrower, (ii) any release, discharge, modification, impairment or limitation of the liability of any Borrower to the Agent or the Lenders from any cause, whether consented to by the Agent and/or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor creditor relationships (Insolvency Proceeding) and (iii) any rejection or disaffirmance of this Agreement or the obligations hereunder, or the Obligations, or any portion thereof, or any security held therefor, in any such Insolvency Proceeding; (f) any defense based on any action taken or omitted by the Agent or the Lenders in any Insolvency Proceeding involving any Borrower, including any election to have the Agent's claims allowed as being secured, partially secured or unsecured, any extension of credit by the Agent and the Lenders to the Borrowers (or any of them) in any Insolvency Proceeding, and the taking and holding by the Agent and the Lenders of any security for any such extension of credit, (g) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, (h) any defense based on or arising out of any defense that the Borrowers (or any of them) may have to the payment or performance of the Obligations or any part of them; and (i) any defense based on or arising out of any action of the Agent or the Lenders under this Agreement, the Financing Agreement or any of the Loan Documents (as defined in the Financing Agreement).

9. Non-Reliance on Agent or Lenders. The Investor hereby warrants and represents to the Agent and the Lenders that: (a) the Investor now has, and will continue to have, independent means of obtaining information concerning the affairs, financial condition and business of each Borrower, (b) the Investor is familiar with the financial condition of each Borrower and has independently evaluated such financial condition, (c) the Investor is not in any way relying on any representations made by the Agent or the Lenders as to any Borrower, the Obligations, the Loan Documents or any collateral security therefore or other guarantors or endorsers, co-singers or sureties thereof or any related matters, and (d) the Investor has had an opportunity to review the Financing Agreement, the Amendment and all of the other Loan Documents. Neither the Agent nor the Lenders shall have any duty or responsibility to provide the Investor with any credit or other information concerning the affairs, financial condition or business of any Borrower which may come into the Agent's or any Lender's possession.

10. Events of Default; Remedies. Any one or more of the following events shall constitute a Maintenance Event of Default under this Agreement: (a) if the Investor shall fail to pay, when and as due, any Required Capital Contribution and such failure shall continue for five (5) days; (b) if the Investor shall fail to perform any other of the Investor's obligations in this Agreement, and such failure shall continue for fifteen (15) days, (c) if any warranty or statement made or information provided

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by the Investor in connection with this Agreement is untrue or misleading in any material respect on the date made; (d) if Investor shall, at any time, fail to have committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement, as determined based on the most recent information made available by the Investor to the Agent pursuant to Section 20 below; or (e) the Investor shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they mature or apply for or consent to the appointment of a trustee or other custodian for its properties, or make a general assignment for the benefit of creditors, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, is instituted by or against the Investor. Upon the occurrence of any Maintenance Event of Default hereunder, the Agent, for itself and on behalf of the Lenders, may exercise any of its rights and remedies





available at law or in equity (including, without limitation, the rights and remedies described in Section 4 above). The Investor and the Borrowers each expressly acknowledge and agree that the occurrence of any Maintenance Event of Default hereunder shall constitute an Event of Default (as defined therein) under the Financing Agreement.

11. Expenses. The Investor agrees to pay or reimburse (or cause the Borrowers to pay or reimburse) the Agent and the Lenders on demand for all out-of-pocket expenses (including in each case all reasonable attorneys' fees and expenses of counsel) incurred by the Agent or the Lenders in connection with enforcement of this Agreement.

12. Consideration and Reliance. The Investor acknowledges that the Agent and the Lenders have relied upon and will continue to rely hereafter upon the Investor's undertakings herein in making or maintaining the advances under the Financing Agreement. The Investor acknowledges that the making or maintenance of such advances by the Agent and the Lenders produces economic benefit to the Investor, and that the Investor will receive consideration as the result of the making or maintaining of such advances.

13. Miscellaneous. This Agreement supersedes and merges into it all prior agreements and understandings between the Investor, the Agent and the Lenders, whether oral or written, with respect to the subject matter of this Agreement. No delay or failure by the Agent or the Lenders in the exercise of any right or remedy shall constitute a waiver thereof and no single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude other or further exercise of any other right or remedy. This Agreement shall be binding upon the Investor and the Investor's successors, transferees and assigns and shall inure to the benefit of, and be enforceable by, the Agent, for itself and on behalf of the Lenders, and its successors, transferees, and assigns. Any invalidity or unenforceability of any provision or application of this Agreement shall not affect other lawful provisions and applications hereof and to this end the provisions of this Agreement are declared to be severable.

14. No Third Party Beneficiaries. The Investor, the Agent and the Lenders have agreed that there are no intended third party beneficiaries of this Agreement, and specifically, that the Borrowers and their respective affiliates, successors and assigns are not third party beneficiaries.

15. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

16. CONSENT TO JURISDICTION. AT THE OPTION OF&sbsp;THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY OR

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RAMSEY COUNTY, MINNESOTA; AND THE INVESTOR, THE AGENT AND THE LENDERS CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER OR THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

17. WAIVER OF TRIAL BY JURY. EACH OF THE INVESTOR, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. Continuing Agreement; Reinstatement. This Agreement shall in all respects be a continuing agreement and, subject to Section 19 below, shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the undersigned or that at any time or from time to time all of the Obligations may have been paid in full) until such time as (a) all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) have been paid in full in cash, and (b) any commitment on the part of the Agent and the Lenders to extend further financial accommodations to the Borrowers (or any of them) has been terminated. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

19. Release of Agreement. The Investor may, at any time after March 31, 2007, and not more than once during any fiscal quarter of the Borrowers, request that the Agent release this Agreement by providing the Agent with written notice of the same (each, a Release Request). If such a request is made, the Agent agrees to release this Agreement on or before the Release Date (defined below) provided that all of the following conditions have been satisfied:

(a) Unaudited financial statements of the Borrowers required under      Section 8.5 of the Financing Agreement, for the period of four (4)





consecutive Fiscal Quarters ending on, or most recently ended prior to, the      date of such Release Request (or, if the Fiscal Quarter ending on or most      recently ended prior to the date of such Release Request is the last Fiscal      Quarter of any Fiscal Year of the Borrowers, the audited financial      statements for the Borrowers required under Section 8.7 of the Financing      Agreement the Fiscal Year ending on, or most recently ended prior to, the      date of such Release Request) have been received by the Agent, and based on      the information contained in such financial statements, the Adjusted Fixed      Charge Coverage Ratio (as defined in the Financing Agreement) as of last      day of the Fiscal Quarter ending on or most recently ended prior to, the      date of such Release Request, for said period of four (4) consecutive      Fiscal Quarters, is no less than 1.25 to 1.0;

(b) no Default or Event of Default (as those terms are defined in      the Financing Agreement) shall have occurred and be continuing as of the      date of such Release Request; and

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(c) the Investor shall have provided the Agent, and shall have caused      the Borrowers to have provided the Agent, with such information as the      Agent may reasonably request to confirm that the conditions set forth in      subsections (a) and (b) above have been satisfied.

For purposes of this Section 19, the term Release Date shall mean the date which is five (5) days after the date on which the Agent has received all documentation and other information reasonably necessary to determine that all of the foregoing conditions have been satisfied and has confirmed such satisfaction to the Borrowers in writing.

20. Evidence of Minimum Liquidity. The Investor agrees to deliver to the Agent, from time to time, promptly following Agent's request therefor, a sworn affidavit or other evidence reasonably acceptable to the Agent substantiating that the Investor has committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement.

21. Termination. This Agreement shall terminate upon the earliest to occur of: (i) the date on which the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement equal $5,000,000; (ii) the Release Date (as defined in Section 19) or (iii) payment in full, in cash, of all Obligations and the termination of the Financing Agreement; provided, however, that this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement is less than $5,000,000 and any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

[Remainder of page intentionally left blank;                              Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

THAYER EQUITY INVESTORS IV, L.P.

By: TC Equity Partners IV, L.L.C.,                                             its general partner

By: Thayer Management Partners, L.L.C.,                                             its managing member

By /s/ Douglas P. McCormick                                            -------------------------------------         &sbsp;                               Its Managing Partner

Address:

c/o Thayer Capital Partners                                         1455 Pennsylvania Avenue, N.W.                                         Washington, D.C. 20004                                         Attention: Rona Kennedy                                         Facsimile No.: (202) 371-0391

Acknowledged and Accepted as of the day and year first written above:

U.S. BANK NATIONAL ASSOCIATION, a national banking association





By: /s/ Christopher J. Schaaf     ---------------------------------     Christopher J. Schaaf, Vice     President

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ACKNOWLEDGMENT OF BORROWERS

The undersigned, SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers), hereby acknowledge receipt of a copy of the foregoing Maintenance Agreement (the Agreement). Capitalized terms not otherwise defined herein shall have the meanings specified in the Agreement. Each Borrower hereby waives notice of acceptance of the Agreement by the Agent and the Lenders and agrees to be bound by the terms and provisions thereof, to accept all payments of Required Capital Contributions due from the Investor pursuant to terms and provisions thereof, and to do every other act and thing necessary or reasonably appropriate to carry out such terms and provisions. Each Borrower represents and warrants to the Agent and the Lenders that no shareholder agreement, voting trust or other similar agreement binding upon such Borrower or the holder of any ownership interest in such Borrower will be violated by the payment of Required Capital Contributions by the Investor, or by the acceptance of the same by such Borrower, in each case pursuant to the terms and provisions of the Agreement.

SUNTRON CORPORATION, a Delaware                                         corporation

By: /s/ Thomas B. Sabol                                             ------------------------------------                                         Name: Thomas B. Sabol                                         Title: Chief Financial Officer

K*TEC OPERATING CORP.,                                         a Delaware Corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON GCO, L.P.,                                         a Texas limited partnership

By: RodniC LLC, a Texas limited                                             liability company, its general                                             partner

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Chief Accounting Officer

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EFTC OPERATING CORP.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON-IOWA, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

CURRENT ELECTRONICS, INC.,                                         a Oregon corporation

By: /s/ James A. Doran





------------------------------------                                         Name: James A. Doran                                         Title: Vice President

RM ELECTRONICS, INC.,                                         a New Hampshire corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON -KANSAS, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

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Answer:
Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?