REDACTED COPY



EXECUTION



                               PURCHASE AGREEMENT

                                      [[*]]



     THIS PURCHASE  AGREEMENT (this "Agreement") is made this 7th day of August,

2001 (the "Effective  Date"),  by and between [*][*],  a California  corporation

("[*]"),  Onkyo America,  Inc., an Indiana  corporation  which is a wholly-owned

subsidiary  of  Global  Technovations,  Inc.,  a  Delaware  corporation  ("ONKYO

AMERICA").  [*] and  Onkyo  America  are  referred  to from time to time in this

Agreement  individually as a "Party" and together as the "Parties." From time to

time in this Agreement, [*] is referred to as the PURCHASER and ONKYO AMERICA is

referred to as the SUPPLIER.  The Parties  acknowledge that the customer for the

Products is [*] including its affiliates (the "Customer"),  and that the Parties

are acting  hereunder  to  fulfill  the  requirements  of the  Customer  for the

Customer's [*] program and [*] [*] branded systems program (the "Programs").



1.   DEFINITIONS



                  The following terms shall have the following meanings under

this Agreement:



                  "Documentation" means computations, configurations, data,

programming code, designs, drawings, manuals (including without limitation

installation manuals, owner's manuals and service manuals), models, photographs,

plans, renderings, samples, schematics, sketches, specifications and any other

written and tangible materials provided by PURCHASER or developed by SUPPLIER in

connection with this Agreement.



                  "Products" means those products identified on Schedule 1

attached hereto, and the parts and components thereof, manufactured by or for

SUPPLIER and sold to PURCHASER pursuant to this Agreement. The Products covered

by this Agreement may be changed from time to time upon the written consent of

both Parties.



                  "Specifications" means the descriptive material itemizing the

functional and operational requirements of the Products and such other technical

specifications, drawings and other material as identified in Schedule 2 attached

hereto. The Specifications covered by this Agreement may be changed from time to

time upon the written consent of both Parties.



                  "Trademarks" means those trademarks or trade names owned or

used by PURCHASER or its affiliates, or the Customer, and designated by

PURCHASER in its sole discretion for use in connection with the Products.







*Confidential portions omitted and filed separately with the Commission.



<PAGE>



2.   MANUFACTURE AND SUPPLY OF PRODUCTS



     2.1 Manufacture and Supply. SUPPLIER agrees to manufacture the Products, or

cause the Products to be manufactured, to conform to the Specifications,  and to

sell the Products to PURCHASER in  accordance  with the terms and  conditions of

this  Agreement.  Specific  quantities of Products shall be ordered by PURCHASER

for purchase by the placement of a purchase order issued by PURCHASER. PURCHASER

shall have no obligation to purchase,  and SUPPLIER  shall have no obligation to

supply,  any Products until  PURCHASER has placed a purchase order and then only

to the extent of the Products covered under the purchase order.



     2.2 Exclusivity.



(a) SUPPLIER shall not sell the Products to any party except  PURCHASER  without

PURCHASER's prior written consent,  which consent may be withheld in PURCHASER's

sole and absolute  discretion.  PURCHASER shall not be restricted as to its sale

or  use of the  Products  purchased  hereunder  including,  without  limitation,

worldwide marketing to any end user or remarketer,  and use by PURCHASER for its

benefit or for the benefit of others.  In addition,  this Agreement shall not be

construed as preventing PURCHASER from acquiring at any time products similar or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC