DEVELOPMENT and LICENSE AGREEMENT
AGREEMENT, made and entered into as of the 4th day of April, 1997, by and
between Kyushu Matsushita Electric Co., Ltd., with its offices at 1-62, 4-chome,
Minoshima, Hakata-ku, Fukuoka 812, Japan ("KME"), and Digital Radio
Communication Corporation, a Corporation having its registered place of business
located at 772 East Utah Valley Drive, American Fork, Utah 84003, U.S.A. ("DRI")
WITNESSETH:
WHEREAS, KME is engaged in the design, development, manufacture, marketing and
distribution of certain communication products; and
WHEREAS, DRI is engaged in the development of low-cost spread spectrum radio
technology (Technology); and
WHEREAS, KME wishes to incorporate the Technology (hereinbelow defined) in the
Products (hereinbelow defined) designed by KME.
WHEREAS, DRI represents that it is engaged in the business of, and is fully
knowledgeable about the development of the Technology.
WHEREAS, DRI is willing to develop for KME, and KME are willing to have DRI
developed for KME, such the Technology for the Products designed by KME, upon
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and premises set forth
herein, the parties agree as follows:
1. DEFINITIONS
For purpose of this Agreement, the following terms shall have the following
specific meanings:
"Technology" shall mean low-cost spread spectrum radio technology which conforms
to the specifications described in Exhibit-A to be separately agreed upon by the
parties hereto with the recited that it is executed pursuant to this
Agreement. ("Specification")
"Deliverables" shall mean prototypes, schematics, block diagrams and any other
items related to the Technology described in Exhibit-C attached hereto.
"Product" or "Products" shall mean the product incorporated the Technology and
connected with telelines to be manufactured, marketed, and distributed by KME.
2. THE SERVICES
KME hereby retain and assign DRI, and DRI hereby accepts the retention and
assignment to develop the Technology for use in certain Products designed by
KME. The detailed specification and description of the Technology are set forth
in Exhibit-A attached hereto and made a part hereof.
3. DEVELOPMENT SCHEDULE
3.1 DRI shall develop the Technology in accordance with the development
schedule mutually agreed upon between the parties hereto, which is set
forth in Exhibit-B
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attached hereto ("Development Schedule") and made a part hereof. DRI agrees
to fully comply with the Development Schedule, and further agrees that time
is of the essence with respect to its performance of this Agreement. In
order for KME to keep the Development Schedule, KME shall have the right,
at any time during the term of this Agreement, to review DRI's progress in
the development of the Technology. DRI agrees to provide KME, from time to
time during the term of this Agreement, at the request of KME, with written
progress reports concerning the development of the Technology, containing
any data any form required by KME. The Development Schedule may be changed
only by the written agreement of the both parties to this Agreement.
3.2 In the event that DRI becomes aware or has reason to believe that it is
unable to accomplish any stage of the development of the Technology in
accordance with the Development Schedule, DRI shall notify KME in writing
within (5) days after DRI first becomes aware or comes to believe the
same. Upon notification, KME and DRI shall negotiate in good faith to
adjust the Development Schedule in order to accommodate DRI's adjusted
schedule. However, in no case shall any particular stage or stages of the
Development Schedule be extended by more than (30) days. In the event
that any particular stage or stages of the Development Schedule is, in
fact, delayed for more than such (30) days, the payments to which DRI
shall be entitled pursuant to Article 6 of this Agreement shall be reduced
by such amount as KME reasonably determine, to be appropriate as a result
of the reduction in value to KME of the Technology due to such delay.
4. ADDITIONS CHANGES
4.1 If, at any time during the term of this Agreement, KME desires to
retain and assign DRI to develop any other technology related and in
addition to the Technology under this Agreement, KME shall provide DRI
with full written particulars of such additions and with such further
information as DRI may reasonably require in order to determine
whether it wishes to accept such retention and assignment.
4.2 DRI shall, upon the request of KME, immediately submit to KME a
written quotation for such additional work for to the Technology
specifying what changes, if any, will be required to the Development
Schedule and what adjustments or amendments will be required to the
Specification.
4.3 Upon receipt of such quotation, KME may elect to proceed in accordance
with subparagraph (i) or (ii) of this Article, and shall advise DRI of
its election within (15) days after the receipt of DRI's written
quotation as aforesaid;
(i) to accept such quotation in principal, in which case the parties
shall negotiate to decide the specific terms and conditions of
any required amendment to this Agreement, or
(ii) to withdraw the proposed additions to the Technology, in which
case this Agreement shall continue in force unchanged.
4.4 If, any time during the term of this Agreement, KME wishes to make
changes to the Specification or the Technology, DRI shall make such
changes. The Development Schedule and Development fees may be amended
in writing upon mutual agreement, if necessary.
5. DELIVERABLES AND EVALUATION
5.1 DRI shall, at its own expense, on or before the date specified in the
Development Schedule, provide KME with Deliverables, as well as
complete documentation and any other items therefor, as may be
required by KME for its acceptance testing/evaluation of the
Technology at facility agreed by the parties.
5.2 Within (60) days after the receipt of the Deliverables and
documentation and any
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other items therefor at the time of the completion of each Milestone
by DRI, KME shall conduct evaluation of the Technology whether or not
the Technology conforms to the Specification. Upon the request of KME,
DRI agrees to corporate with KME's evaluation at free of charge. In
the event that the Technology conforms to the Specification, KME shall
accept the Technology. In the event that KME decide to reject the
Technology, such rejection shall be advised to DRI in writing
specifying the reasons for such rejection, KME shall afford DRI one
(1) reasonable opportunity to correct any identified problems and
resubmit at least (1) additional prototype of the Technology and
documentation and any other items therefor to KME, at the expense of
DRI, for re-evaluation of the Technology. If, after such second
evaluation, the parties negotiate and determine in good faith, due to
the failure of the Technology to conform to the Specification, then:
(a) the payments to which DRI shall be entitled pursuant to Article 6
of this Agreement shall be reduced by such amount as the parties
negotiate and determine in good faith, to be appropriate as a result
of the reduction in value to KME of the Technology due to such failure
of the Technology to conform to the Specification. The prototypes and
the copies of the documentation and any other items therefor, as
delivered to KME, shall become the property of KME pursuant to Article
5 of this Agreement, except as may be otherwise expressly provided
herein; or (b) KME shall be entitled to terminate this Agreement, and
DRI shall, without prejudice to any other rights and remedies of KME,
forthwith refund to KME all development fees previously paid by KME to
DRI under this Agreement.
6. DEVELOPMENT FEE AND PAYMENT
6.1 In consideration to the obligation of DRI to complete the development
of the Technology hereunder, KME shall pay to DRI;
a) by 10th day of the following month after the execution of the
Exhibit-A, the sum of ($432,000 US dollars), and,
b) by 10th day of the following month after sufficiently the
completion of KME's evaluation for prototypes set forth in
Article 5, the sum of ($432,000 US dollars), and,
c) by October 10th 1997 subject to sufficiently the completion of
KME's evaluation for final working samples set forth in Article
5, the sum of ($432,000 US dollars), and
6.2 KME shall reserve the right to terminate this Agreement if KME
decides, at its sole discretion, that the development work made by DRI
pursuant to the Development Schedule does not meet the requirement of
KME after KME inspects the process of the development at the time of
the completion of each Milestone by DRI. Upon termination of the
Agreement pursuant to this Article 6.2 hereof, KME shall pay only the
development fee due corresponding to the completion of the Milestone
by DMI and KME shall be relieved from any obligation to pay further
development fee to Developer pursuant to the Development Schedule.
DRI shall immediately assign or transfer to KME all work completed or
in process by DRI in connection with the development of the Technology
to the date of such termination.
7. ROYALTIES
7.1 In consideration of the license granted by DRI to KME described in
Article 10.6, KME will pay DRI the per-unit royalties (the
"Royalties") specified below on the sales of Products by KME.
Royalties are payable within thirty (30) days following the end of
each calendar quarter (each such period a "Royalty Period") based on
Products sold or shipped during such Royalty Period.
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Units Shipped in Total: Royalty per Unit:
----------------------- -----------------
For 2 years from the first shipment
of the Products
First 600,000 or fewer Free of Charge
600,001 to 1,000,000 $1.00/unit
Over 1,000,000 $0.5/unit
After 2 years from the first shipment Free of Charge
of the Products
7.2 KME shall keep full, clear and accurate records with respect to all
Products sold, hereunder to the extent necessary for making the
reports and payments provided for herein for 1 year from last payment
of the Royalty.
7.3 Such records shall be open for inspection, at DRI's expense, by an
independent certified public accountant appointed by DRI and
acceptable to KME and upon reasonable notice, but not more than once
during any calendar year of this Agreement, to examine KME's books and
records to the extent reasonably required to verify the statements
furnished by KME to DRI pursuant to Article 7.2 hereof, provided,
however, that the certified public accountant will be instructed by
DRI not to release any of KME's documentation to DRI or confidential
business information including, by way of example and without
limitation, information as to KME's customers.
7.4 In the event that Royalties under this Agreement are taxable by the
Japanese Government and such tax is required by the Japanese
government to be withheld from the Royalties to DRI, KME shall pay
such withholding tax to Japanese tax office on behalf of DRI and DRI
will receive the net amount as described in Article 7.1 after
deducting of such withholding tax.
8. TECHNICAL SUPPORT
(a) DRI shall make available to KME during DRI's normal business hours, a
telephone hotline service, whereby qualified DRI personnel will be
available to respond to KME's inquiries with respect to the
Technology.
(1)) Upon KME's request, DRI will make available qualified personnel to
meet with KME's personnel, at reasonable intervals, to discuss
problems with, or improvements to, the Technology identified by KME.
(c) The technical support described in this Article 8 shall be provided at
DRI's facility free of charge during the execution of this Agreement.
(d) Except for above (c), the technical support will be provided on
mutual agreed terms and conditions.
9. CONFIDENTIALITY
9.1 The Receiving Party agrees to keep the Confidential Information
disclosed to it confidential and to use it only for the purposes
described herein, except as the Disclosing Party may otherwise agree
in writing.
9.2 If the Confidential Information is disclosed in writing, it shall be
conspicuously labeled as confidential. If the Confidential Information
is disclosed orally or in other ephemeral form, it must be
specifically designated as Confidential Information at the time of the
disclosure and confirmed in writing to be received by the Receiving
Party within (20) days of such disclosure.
9.3 Each party's Confidential Information previously disclosed under the
Confidential Disclosure Agreement dated February 20th 1997 ("CDA")
shall be included in the Confidential Information described in this
Article 9.
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9.4 Access to the Confidential Information received by the Receiving
Party under this Agreement shall be limited to those employees of
the Receiving Party requiring such access for carrying out the
purposes of this Agreement. This Agreement shall not be construed to
bind or impose obligations upon any other divisions, subsidiaries,
business units and/or affiliated companies of Kyushu Matsushita
Electric Co., Ltd., other than the fourth Division of KME, except for
any of such others that receive access to the Confidential
Information of DRI.
9.5 The Receiving Party will use the same degree of care in keeping the
Confidential Information confidential as it uses for its own
confidential of a similar nature. The Receiving Party shall not be
liable for inadvertent disclosure of the Confidential Information,
provided it uses the same degree of care in keeping the Confidential
Information confidential as it uses for its own confidential
information of a similar nature and, upon discovery of any such
inadvertent disclosure of the Confidential Information, the Receiving
Party promptly advises the Disclosing Party of the inadvertent
disclosure and endeavors to prevent any further inadvertent
disclosure.
9.6 The obligations under this Agreement shall not extend to the
Confidential Information that:
(a) is in the public domain at the time it is disclosed or becomes
part of the public domain after disclosure, including, without
limitation, disclosure in a U.S. or foreign patent or printed
publication, or through the unrestricted sale of products
embodying the same; or
(b) is known to the Receiving Party at the time of its disclosure or
becomes known to it without breach of this confidentiality
obligations; or
(c) is independently developed by the Receiving Party; or
(d) is disclosed by the Disclosing Party to a third party without
restrictions on such third party's rights to disclose or use the
same; or
(e) is disclosed pursuant to judicial order, a requirement of a
governmental agency or by operation of law; or
(f) is approved for release upon the Disclosing Party's prior
written consent; or
(g) is disclosed by the Disclosing Party to the Receiving Party after
the notification by the Receiving Party that it will not accept
any further Confidential Information in confidence.
9.7 This Agreement shall be in effect for a period of (2) years from the
date hereof, and thereafter all of the obligations hereunder shall
cease and neither party shall be under any obligation whatsoever to
keep the Confidential Information confidential.
9.8 The parties agree to terminate the CDA upon the execution hereof.
1O. INTELLECTUAL PROPERTY RIGHTS
10.1 In the event that either party develops any Proprietary Rights
relating to the Technology under this Agreement, such party shall
immediately notify in writing the other party of such Rights.
"Proprietary Rights" means any worldwide right, title and interest in
and to the Technology and in which contained know-how, trade secrets,
patents, copyrights, mask works and all rights or forms of protection
of a similar nature or having equivalent or similar effect to any of
these which may subsist anywhere in the world.
10.2 Any and all Proprietary Rights that are solely developed by either
party under this Agreement shall be solely owned by such party.
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10.3 Proprietary Rights that are based upon Deliverables and/or jointly
developed by the parties hereto under this Agreement shall be
owned jointly. Both parties agree that
(a) the parties have equal beneficial ownership of the jointly owned
Proprietary Rights,
(b) the expenses for application of patents or other intellectual
property rights under such jointly owned Proprietary Rights and
for maintenance of patents or other intellectual property rights
issued therefrom shall be borne equally by the parties,
(c) each party and Matsushita Electric Industrial Co. Ltd., which is
a parent company of KME ("MEI") shall have the right to freely
use or exploit the jointly owned Proprietary Rights for any
purpose,
(d) neither party shall grant a license under the jointly owned
Proprietary Rights without the prior written approval by the
other party, and
(e) neither party shall assign its interest in the jointly owned
Proprietary Rights without the prior written approval of the
other party.
10.4 Notwithstanding Article 10.3 above, DRI acknowledges and agrees that
KME will assign MEI its shared rights in the patents (including
utility models and design patents) jointly developed and owned by DRI
and KME without any further consent of DRI. At the request of KME,
DRI shall cooperate with KME in delivering any and all instruments
that are reasonably necessary for such assignment of KME's shared
rights to MEI.
10.5 In the event that either party finds it difficult to judge whether
certain Proprietary Rights are solely owned by one party or jointly
owned, both parties shall meet in good faith to decide the ownership
thereof.
10.6 DRI hereby agrees to grant to KME an irrevocable, world-wide and
non-exclusive license to use or authorize the use of any patents
copyrights, technical know-how and other intellectual property
rights (including Proprietary Rights) of DRI which are or become
embodied in the Technology, for KME or its suppliers' manufacture of
the Technology, and DRI shall not assert any patent or other such
intellectual property rights against KME or its suppliers' marketing
of any products incorporating the Technology so manufactured. DRI's
obligations under this Article 10 shall survive the termination or
expiration of this Agreement.
11. LIMITATION OF THE USE OF TECHNOLOGY
DRI hereby agrees that the Technology developed pursuant to this Agreement
shall not be supplied to any third party for (2) years after first shipment
of the Products. DRI's obligation under this Article 11 shall survive the
termination or expiration of this Agreement.
12. INDEMNITY
12.1 DRI hereby warrants and represents to KME that the Technology, the
documentation and any other items therefor, shall be the original
creations of DRI, and will not be copies from the work of any third
party, that KME will, pursuant to this Agreement, own or be entitled
to the royalty-free license to all proprietary rights (including,
without limitation, patent, trademark, trade secrets and copyright
rights) in the Technology, such documentation and items therefor. If
the Technology, such documentation and items therefor infringes upon
the intellectual property rights of any third parties, then DRI hereby
agrees to defend, indemnify and hold harmless KME, and its parent,
affiliates and subsidiaries, and its successors and assigns, from and
against any and all judgments, suits, damages, costs, charges,
awards and counsel fees relating to any claim of infringement made by
any third parties with respect to the Technology, the documentation
and/or items therefor.
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12.2 DRI's obligations under this Article 12 shall survive indefinitely the
termination or expiration of this Agreement.
13. INDEMNIFICATION
DRI shall be liable to KME for any and all damages, including and not
limited to incidental, consequential or special damages, incurred by KME
arising from a breach of DRI's obligations under this Agreement.
14. TERM OF AGREEMENT
14.1 This Agreement shall be effective as of the date first set forth above
of the execution by the respective parties or the date of approval by
the Japanese government, if required, whichever comes later, and
continue effective until the date that KME submits the written notice
for termination.
14.2 This Agreement may be terminated by either party upon written notice
to the other party without liability;
(i) in the event of a breach by the other party of any terms and
conditions of this Agreement and the failure to cure such breach
within sixty (60) days after written notice;
(ii) in the event that performance of this Agreement by either party
shall have been rendered impossible or impractical for a period
of two (2) consecutive months by the reason of the happening of
one (1) or more events referred to in Article 10 hereof, or
(iii) at any time
(a) upon or after the filing by the other party of a petition in
bankruptcy or insolvency; or
(b) upon or after any adjudication that the other party is
insolvent; or
(c) upon or after the filing by the other party of any petition
or answer seeking reorganization, readjustment or
arrangement of the business of the other party under any law
relating to bankruptcy or insolvency; or
(d) upon or after the appointment of a receiver for all or
substantially all of the property of the other party; or
(e) upon or after the making by the other party of any
assignment or attempted assignment for the benefit of
creditors, or
(f) upon or after the institution of any proceedings for the
liquidation or winding up of the other party's business or
for the termination of its corporate charter.
14.3 Upon any termination or expiration of this Agreement, KME shall
immediately stop all reproduction of the Products. In addition, KME
agrees to destroy all reproduction materials delivered to KME by DRI
immediately after such termination or expiration, except for
necessary materials to use only for the purposes of offering continued
maintenance or repair service with respect to Products.
Notwithstanding anything to contrary in this Agreement, no expiration
or termination of this Agreement shall affect or impair the continued
validity of any sublicenses granted by KME with respect to units of
the Products already shipped by KME, or for which KME has already
received a written order from a customer, on and before the date of
such termination or expiration.
15. TERMINATION FOR CONVENIENCE
KME may, in its sole and absolute discretion, terminate this Agreement,
with or without cause, upon (60) days prior written notice to DRI. In the
event of any such termination, DRI shall immediately turn over to KME all
work completed or in process by DRI in connection with the development of
the Technology to the date of such termination, which work and materials
shall thereupon become the exclusive property of KME. In consideration for
DRI turning over to KME all work completed or in process pursuant to this
paragraph, KME may thereupon pay DRI an amount ("Compensation Amount"
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which the parties negotiate and determine in good faith, is adequate
compensation to DRI for such work completed or in process.
Therefore, DRI shall repay KME an amount deducted the Compensation Amount
from an amount paid by KME in accordance with Article 6.
16. INDEPENDENT CONTRACTOR
16.1 It is expressly understood and agreed that DRI is, and shall at all
times during the term of this Agreement be deemed to be, an
independent contractor, and nothing in this Agreement shall in any way
be deemed or construed to constitute DRI an agent or employee of KME,
nor shall DRI have the right or authority to act for, incur, assume or
create any obligation, responsibility or liability, express or
implied, in the name of, or on behalf of, KME, or to bind KME, in any
manner whatsoever. DRI's employees shall be deemed to be the agents,
servants and employees of DRI only, and KME shall incur no obligations
or liabilities of any kind, nature or sort, express or implied, by
virtue of, or with respect to, the conduct or such employees.
16.2 DRI agrees that KME reserve the right to retain third party
independent contractors as necessary in their business discretion to
perform the terms of this Agreement.
17. ASSIGNMENT
Neither this Agreement, nor any of the rights or interests of DRI
hereunder, may be assigned, transferred or conveyed by DRI, by operation of
law or otherwise, except upon the express prior written consent of KME.
Any such assignment, transfer or conveyance bv DRI in violation of this
Article 17, shall, at the option of KME, void this Agreement.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of Japan.
19. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding, and hereby supersedes
any and all prior agreements, oral or written, heretofore made, between the
parties, with respect to the subject matter of this Agreement, and there
are no representations, warranties, covenants, agreements, or
understandings, oral or otherwise, express or implied, affecting this
Agreement which are not expressly set forth herein. No delay on the part of
either party in exercising any of its respective rights hereunder, or the
failure to exercise the same, nor the acquiescence in or waiver of a breach
of any term, provision or condition of this Agreement, shall be deemed or
construed to operate as a waiver of such rights or acquiescence thereto,
except in the specific instance for which it is given. None of the terms,
conditions or provisions of this Agreement shall have been held to have
been changed, varied, waived, modified or altered, except by a statement in
writing signed by all of the parties hereto.
20. FORCE MAJEURE
Neither party shall be liable for delay or failure in the performance of
this Agreement arising from any of the following matters;
(i) Acts of God, or public enemy or war (declared or undeclared);
(ii) acts of governmental or quasi-governmental authorities, or any
political subdivision thereof, or of any department or agency
thereof, or regulations or restrictions imposed by law or by court
action;
(iii) acts of persons engaged in subversive activities or sabotage,
(iv) fires, floods, explosions or other catastrophes;
(v) epidemics or quarantine restrictions;
(vi) strikes, slowdowns, lockouts or labor stoppages or disputes of any
kind;
(vi) freight embargoes, or interruption of transportation;
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(viii) unusually severe weather; or
(ix) any other causes, similar or dissimilar, beyond the control of the
party concerned; and such party shall give written notice thereof to
the other party, and shall use all reasonable endeavors to minimize
the period of any such delay or failure. The time for performance by
such party shall be extended by the period of any such delay or
failure.
21. INTERPRETATION
The original text of this Agreement is written in the English language, and
the both parties hereto agree that any and all interpretations of this
Agreement shall be based upon the original text.
22. ARBITRATION
Any disputes arising out of in connection with this Agreement shall be
settled amicably. Both parties shall exert their best efforts to reach such
amicable settlement. In the event that both parties are unable to reach
such amicable settlement, any claim, dispute or controversy arising out of
or in connection with this Agreement shall be submitted by the parties to
arbitration by the Japan Commercial Arbitration Association under the
commercial rules then in effect for that association. Each party shall
choose one arbitrator within thirty (30) days of receipt of notice of
intent to arbitrate. Within sixty (60) days of receipt of the notice of the
intent to arbitrate, the two arbitrators shall choose neutral third
arbitrator who will act as chairman. If such two arbitrators fail to choose
the third arbitrator within such sixty (60) day period, then the
Association shall make such appointment within thirty (30) days thereafter.
The decision of the arbitration panel shall be enforceable in any court of
competent jurisdiction, and neither party shall object to such decision to
be so enforced.
23. NOTICES
All notices, reports, requests, acceptance and other communications
required or permitted hereunder shall be in writing in English. They shall
be deemed given:(i) when delivered personally, (ii) when sent by confirmed
telex or facsimile (provided that notice by facsimile is subject to the
receiving party's written acknowledgment of receipt thereof) or (iii) five
(5) days after having been sent by registered mail, postage prepaid. All
communication shall be sent to the receiving party's address as set forth
below or to such other address as the receiving party may otherwise
designate for the purpose of notice as provided in this Article 23.
DRI: Mr. Philip Bunker
772 East Utah Valley Drive
American Fork, UT 84003
Tel: 801-763-7600
Fax: 801-763-7379
KME: Mr. Hiroshi Yoshinaga
Technical Manager
Tel: +81-92-477-1149
Fax: +81-92-477-1646
24. GOVERNMENTAL APPROVAL
Any and all performance of this Agreement by KME shall be fulfilled
subject to a required approval by the competent authority of the Japanese
Government under the Foreign Exchange and Foreign Trade Control Law of
Japan and/or the Japanese governmental administrative guidance if and to
the extent from time to time so required.
25. EXPORT ADMINISTRATION
For the performance of this Agreement by DRI, DRI shall comply with the
applicable export control laws or regulations, and DRI shall be responsible
for obtaining any export license required under such laws or regulations
with respect to the export of the
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Technology and/or any information therefor. KME will provide DRI with
necessary cooperation for obtaining such export license.
26. SURVIVAL
After the expiration or termination of this Agreement for any reason, the
Article 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 21, 22, 23, 24, 25 and 26
shall remain in effect and each party shall perform the obligations and
duties pursuant to such Articles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives as of
the day and year first above written.
Kyushu Matsushita Electric Co., Ltd. Digital Radio Communication
Fourth Division Corporation
By: /s/ N. Akamine By: /s/ Phil A. Bunker
--------------------------- ---------------------------
Name: N. Akamine Name: Phil A. Bunker
--------------------------- ---------------------------
Title Assistant Director Title Assistant Director
--------------------------- ---------------------------
Date March 31, 1997 Date March 31, 1997
--------------------------- ---------------------------
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Exhibit-A: Specifications (TO BE DEFINED BY KME & DRI.)
Exhibit-B: Development Schedule (TO BE DEFINED BY KME & DRI.)
Exhibit-C: Deliverable (TO BE DEFINED BY KME & DRI.)
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