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EXHIBIT 10.1
AGREEMENT ON PHASE 2 BETWEEN FEPET AND DPN
This agreement made on January 21, 1999 by and between Field Emission Picture
Element Technology, Inc. (FEPET) and Diamond Pro-Shop Nomura Co., Ltd. (DFN),
based on the Phase I Summary Report.
1. In accordance with the result of Phase I ordered by Noritake Company
Limited (Noritake) on August 18, 1997, Noritake has the right to assign to
Ise Electronics Corporation the development and the manufacturing of the
picture element tubes for large screen (PET) as specified in this
agreement.
2. In order to continue the development (Phase 2) of the picture element
tubes for large screen (PET) in Japan utilizing FEPET proprietary
diamond/carbon thin film technology Noritake shall import cold cathodes
from FEPET, USA through DPN.
3. DPN will import the cold cathodes from FEPET and will sub-license to
Noritake the exclusive right to use those cathodes for developing and
manufacturing picture element tubes for large screen (PET) in Japan.
4. The electrical, vacuum and life-time requirements as well as environmental
conditions shall comply with the expected product specifications to be
developed, as per attached (see Attachment A).
5. FEPET, Inc. is obligated during this development program to inform and
report to DPN and Noritake all achievements and improvements to the cold
cathode using diamond/carbon thin films and these improvements will be
incorporated in the cathodes at Noritake request and by mutual agreement
between the parties.
6. During the development program a testing procedure for the cathodes will
be established by mutual agreement between Noritake and FEPET, Inc. This
testing procedure once established will be executed before shipment of
cathodes at FEPET, Inc. and recharacterized using the same testing
procedure by Noritake as the cathodes are received in Japan. FEPET, Inc.
warrants that cathodes that will not pass the test in Japan will be
re-tested by FEPET, Inc. and if they are faulty will be discussed in good
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faith to solve the problem. But it does not mean that FEPET warrants the
performance of PET using those cathodes.
7. FEPET shall supply the cathodes at free of charge as required during the
development period, but the total quantity should not exceed 200 pieces.
After the completion of the development, the terms and conditions such as
price, delivery, warranty for the supply of cathodes shall be discussed
between the parties.
8. All the intellectual property with respect to the cathode technology
belongs to FEPET and all the intellectual property with respect to the PET
belongs to Noritake.
9. This agreement will be in force and considered executed only if 250,000
USD will be paid by Noritake to DPN within two weeks after the signing of
this agreement. The amount includes 10% commission for DPN as per the
Marketing Agreement.
10. This agreement is effective for 12 months after the date mentioned above,
but it may be extended for every one year if required.
11. After the successful completion of the Phase 2, FEPET agrees that in the
case that Noritake requests to manufacture the cathodes in Japan the
parties will enter in good faith negotiations to establish a licensing
agreement including transfer of technology and training between Noritake
and FEPET through DPN.
12. Any subject which is not specified in this agreement shall be discussed in
good faith between the parties for the reasonable settlement.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed as
set forth below.
FEPET, INC. DIAMOND PRO-SHOP NOMURA CO., LTD.
/s/ Zvi Yaniv /s/ Masaaki Matsumura
By: Zvi Yaniv By: Masaaki Matsumura
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Title: President & COO Title: President
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Date: 1/22/99 Date: 1/22/99
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