Exhibit 10.8
AGREEMENT NO. 99.10
ON TECHNICAL AND SCIENTIFIC PRODUCTION
DEVELOPMENT AND MANUFACTURE
Karlsruhe 07.10.1999.
BALTIC SCIENTIFIC INSTRUMENTS (BSI, LTD.) hereinafter referred to as the
PERFORMER, in the presence of President Dr. VLADIMIR GOSTILO, acting on basis of
Status of the company, on the one hand and BRUKER AXS ANALYTICAL X-RAY SYSTEMS
GMBH, hereinafter to as the CUSTOMER, in the presence of Managing Director Dr.
MARTIN HAASE, acting on basis of the company on the other hand have concluded
the present agreement on the following.
1. SUBJECT OF THE AGREEMENT
1.1. The CUSTOMER commits and the PERFORMER takes on himself development and
manufacture of the X-Ray Radiation Spectrometer Prototype with Thermoelectric
Cooling of Si Detector (Product 2).
1.2. The task delivery term according to the agreement is 10.01.2000.
1.3. The acceptance and the valuation of the technical and scientific production
to be made according to the Technical Assignment to the task (Supplement 1),
which is an integrated part of the agreement.
2. THE COST OF THE TASK AND THE TERMS OF PAYMENT
2.1. As a payment for the task in according to the present agreement the
CUSTOMER will transfer to the PERFORMER USD [**].
2.2. 50% of the payment to be made after delivery of the prototype. 50% of the
payment to be made after successful test of the detector. The test has to be
completed latest 2 months after delivery. The acceptance test will be at Bruker
AXS in Karlsruhe. If the detector does not meet the specifications, the detector
will be returned to BSI and the second 50% payment will not be made.
2.3. The prices for delivery of further units depend on their quantity and are
given in suplement 2.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED
SEPARATELY WITH THE COMMISSION.
<Page>
2
3. THE TERMS OF THE ACCEPTANCE OF THE TASK
3.1. After the task is completed the PERFORMER presents the spectrometer device
prototype to the CUSTOMER in Karlsruhe where the joint acceptance test takes
place. In the case of the test positive results the acceptance report will be
made, that is the basis for payment of the first half of the sum of the existing
contract
3.2. The delivery of spectrometer device is executed CPT-Karlsruhe. Production
code 903010900.
4. RESPONSIBILITIES OF THE PARTIES
The PERFORMER and the CUSTOMER are responsible for appropriate fulfillment of
the present agreement by their property according to legislation in force.
5. PERIOD OF VALIDITY AND LEGAL ADDRESSES OF THE PARTIES
5.1. Legal addresses and bank's data of the parties:
The PERFORMER: Ganibu dambis 26, P.O. Box 33, Riga,
LV-1005, Latvia
CORRESPONDENT: S.W.I.F.T. code IRVT US 3N,
CHIPS UID 33651
THE BANK OF NEW YORK, New York
BENEFICIARY'S BANK: ACCOUNT N [**]
S.W.I.F.T. code PARXLV22CIT,
Parex Bank, Riga
BENEFICIARY: ACCOUNT [**]
THE CUSTOMER: OSTL. RHEINBRUCKENSTR. 50,
D-76187 KARLSRUHE
The supplement to the agreement: Technical Assignment (3 pages).
THE PERFORMER THE CUSTOMER
/s/ V. Gostilo /s/ Martin Haase
-------------------- -----------------------
V. Gostilo, Ph.D. Dr. Martin Haase
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS
ANALYTICAL X-RAY SYSTEMS GMBH
[SEAL]
BALTIC
SCIENTIFIC
INSTRUMENTS
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
[BSI LOGO] BALTIC SCIENTIFIC INSTRUMENTS
-----------------------------
SUPPLEMENT 1
TO THE CONTRACT NO. 99.10 DD 07.10.99
X-RAY RADIATION SPECTROMETER
WITH THERMOELECTRICAL COOLING OF SI DETECTOR (PRODUCT 2)
Technical Assignment
1. APPLICATION OF THE DEVICE
X-Ray Radiation spectrometer based on Si detector with thermoelectric cooling
(further - spectrometer) is applied for X-Ray radiation conversion into electric
signals, their further amplification and analog filtration, registration,
accumulation, visualisation and spectra processing with PC of IBM-PC type.
2. COMPLETE SET
Spectrometer should comprise:
- X-Ray radiation Si detector with thermoelectric cooling (DS), with vacuum
chamber with thermoelectric cooler (TC) and Si detector, charge sensitive
preamplifier, electro discharge magnetic pump (MP), supply and signal
transfer connectors;
- spectrometrical device in [**] crate (MS), comprising analog processor,
analog digital converter, microprocessor device with buffer memory and
data transfer interface via RS-232, TC and MP supply unit, supply unit for
preamplifier, Si detector and all electronic assemblies, closed water
cooling system for DS (SWC), comprising radiator with air cooling and
water pump.
3. TECHNICAL CHARACTERISTICS
1. Measuring X-Ray radiation energy range should be, keV [**]
2. Energy resolution should be not worse than, eV
for energy [**] keV [**]
at input count rate, not more than [**] pulses/s [**]
at (tau)shaping [**] (mu)s
Energy resolution should not be more than, eV [**]
for energy [**] keV
at input count rate, not less than [**] pulses/s
at (tau)shaping = [**] (mu)s
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
3. Si detector sensitive surface area should be, mm(to the power of 2) [**]
Detector sensitive thickness should be not less than, mm [**]
4. Detector Be input window thickness, not more than, (mu)m [**]
5. Conversion coefficient non-stability in the operating
temperatures range (within +10 + 35)(degrees)C,
at relative humidity till 95%, should be not more, %/(degrees)C [**]
6. Operating mode setting up should be not more than, min [**]
7. Spectrometer should ensure operation from alternative current
circuit with:
Voltage, V [**]
Frequency, Hz [**]
8. Consumed power from alternative current circuit should be
not more than, Wt [**]
9. DS overall dimensions (roughly), mm [**]
10. MS overall dimensions (roughly), mm [**]
11. Water cooling pipes and cables length should be not less than, m [**]
Cables ends should be marked.
12. ADC quantization levels quantity should be [**]
13. Buffer memory channel capacitance should be not less than [**]
14. Conversion function integral non-linearity, in 99% of full
scale should be not more than % [**]
15. Differential non-linearity, in 99% of full scale should be not
more than % [**]
16. There should be two analog processor shaping time constants:
1 - in the range, (mu)s [**]
2 - in the range, (mu)s [**]
17. The device should include a TTL output signal connected to
BNC connector. The TTI-signal should be discriminated to a
software-adjustable energy window. The precision of setting up
for upper and lower level of selected window should be not
worse than [**]
The load impedance of TTL output signal should be, k0hm [**]
18. The detector should have a positioning mark for the sensitive
surface area.
19. The MP supply unit for DS transportation, which is calculated
for operation not less than within two weeks, should be
developed.
20. The component parts of MS and DS cases should be coloured
by the paint provided by AXS.
21. The labels of AXS and BSI should be set on DS.
22. Fixing unit to D8 X-ray Diffractometer should be integrated
with DS.
23. The documentation should be drawn up in Word, in English.
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
23. [**]
4. COMPLETE DELIVERY SET
1. Si detecting unit
2. Spectrometry device MS
3. Electrical cables
4. Water cooling system pipes
5. Passport and operator manual, including software package for Windows NT
4.0, installation guide.
6. Package
THE PERFORMER THE CUSTOMER
A.Sokolov BRUKER AXS Analytical X-ray Systems GmbH
/s/ A.Sokolov Systeme fur die Rontgenanalytik
Ostl. Rheinbruckenstr. 50
[SEAL] 76187 Karlsruhe
BALTIC
SCIENTIFIC /s/ Martin Haase
INSTRUMENTS
Technical Director
Baltic Scientific Instruments
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
[BSI LOGO] BALTIC SCIENTIFIC INSTRUMENTS
-----------------------------
SUPPLEMENT 2
TO THE CONTRACT NO.99.10 DD 07.10.99
The prices for the delivery of the X-ray Radiation Spectrometer with
Thermoelectric Cooling (Product 2) depending on their quantity:
[**]
THE PERFORMER THE CUSTOMER
A.Sokolov BRUKER AXS Analytical X-ray Systems GmbH
/s/ A.Sokolov Systeme fur die Rontgenanalytik
Ostl. Rheinbruckenstr. 50
[SEAL] 76187 Karlsruhe
BALTIC
SCIENTIFIC /s/ Martin Haase
INSTRUMENTS
Technical Director
Baltic Scientific Instruments
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
ATTACHMENT 3
REQUIRED STANDARDS:
ELECTRICAL SAFETY:
o DIN EN 61010-1 (IEC 1010-1)
Safety requirements for electrical equipment for measurement, control and
laboratory use.
ELECTROMAGNETIC COMPATIBILITY:
o EN 50081-1
Generic Emission Standard for residential, commercial and light industry.
o EN 50082-2
Generic immunity standard for industrial environment
ADDITION TO ITEM 7 IN "TECHNICAL CHARACTERISTICS"
[**]
/s/ Martin Haase A.Sokolov
/s/ A.Sokolov
BRUKER AXS Analytical X-ray Systems GmbH
Systeme fur die Rontgenanalytik [SEAL]
Ostl. Rheinbruckenstr. 50 BALTIC
76187 Karlsruhe SCIENTIFIC
INSTRUMENTS
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
<Page>
[LETTERHEAD OF BRUKER AXS]
LETTER OF UNDERSTANDING
Between
Bruker AXS GmbH
Ostliche Rheinbruckenstrasse 50
D - 76187 Karlsruhe
Baltic Scientific Instruments
Ganibu dambis 26, P.O. Box 33, Riga,
LV-1005, Lativa
Bruker AXS GmbH and Baltic Scientific Instruments are expressing their intention
to enter an exclusive supply agreement for energy dispersive detectors for the
use in X-ray analysis. This letter is based on the AGREEMENT NO. 99.10 ON
TECHNICAL AND SCIENTIFIC PRODUCTION DEVELOPMENT AND MANUFACTURE signed between
the two parties dated 07.10.1999.
The following conditions are targeted by both parties:
1. Product as per specification of the AGREEMENT No. 99.10 dd. 07.10.99
2. Price detector unit (OCT Karlsruhe) as Supplement 2 to the Contract No. 99.10
dd. 07.10.99
3. Payment terms: 60 days net after delivery
4. Delivery time: 3 months ARO
5. Warranty: [**] after delivery
6. Worldwide Exclusivity: For the field of X-ray Diffraction BSI
will sell the product of the Agreement
No. 99.10 only via Bruker AXS GmbH
/s/ Vladimir Gostilo /s/ Martin Haase
-------------------- -----------------------
Vladimir Gostilo, Ph.D. Martin Haase, Ph.D
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS GMBH
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.