MANUFACTURING SERVICES AGREEMENT
between
TANISYS TECHNOLOGY, INC.
12201 Technology Blvd.
Austin, TX 78727
and
TOSHIBA AMERICA ELECTRONIC COMPONENTS, INC.
9775 Toledo Way
Irvine, CA 92618-1811
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MANUFACTURING SERVICES AGREEMENT
This Manufacturing Services Agreement (the "Agreement") is entered into
effective March 1, 1998 (the "Effective Date") by and between Toshiba America
Electronic Components, Inc., incorporated in the state of California, with
offices at 9775 Toledo Way, Irvine, California 92618-1811 (hereinafter
referred to as "Toshiba") and Tanisys Technology, Inc., incorporated in the
state of Wyoming, with offices at 12201 Technology Blvd., Suite 125, Austin,
Texas 78727-6101 (hereinafter referred to as "Tanisys").
WITNESSETH:
WHEREAS, Toshiba desires to enter into a business relationship involving
the regular performance of certain manufacturing services, including, but not
limited to, printed circuit board design and layout, material procurement,
assembly, test and marking operations for Toshiba memory products, and;
WHEREAS, Tanisys desires to enter into such a business relationship to
perform such services for Toshiba.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained in the Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Toshiba and Tanisys hereby agree to the following terms and conditions for the
performance of manufacturing services by Tanisys for Toshiba.
1. PURPOSE OF THIS AGREEMENT
(A) The purpose of this Agreement is to provide certain terms and
conditions which shall be applicable to the manufacturing services ("Services").
All terms and conditions on Toshiba's purchase orders for such Services shall
apply to the Services except to the extent such terms and conditions are changed
or modified by this Agreement.
(B) This Agreement creates no obligation, express or implied, for Toshiba
to order or purchase any specific Services or quantity of Services from Tanisys,
nor does it limit in any way Toshiba's right to perform the Services itself or
to have others to perform the same or similar Services for any reason.
(C) It is the mutual intention of the parties that Tanisys is and shall be
an independent contractor for the Services and the sole employer and/or
principal of any and all persons performing the Services. Under no circumstances
shall Tanisys or its employees or agents be entitled to participate in the
profit sharing, pension, or other plans established for the benefit of Toshiba's
employees.
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2. DURATION AND TERMINATION
(A) This Agreement shall be effective from the date first written above,
and it shall continue in full force and effect for an initial term of one year.
It shall be automatically renewed for successive periods of one year each unless
either party provides the other with written notice of termination at least
ninety (90) days prior to the initial or applicable successive termination
dates.
(B) After the initial one year term, either party may terminate this
Agreement by providing written notice of termination to the other of at least
one hundred and eighty (180) days in advance.
(C) Either party may terminate this Agreement at any time for cause, in the
event that any material breach by the other remains uncured for more than thirty
(30) days after notice of such condition, or in the event the other party files
or has filed against it any bankruptcy, insolvency, or receivership proceeding.
The written notice of material breach or unreasonable default shall specify the
conditions constituting the breach or default and the corrective action, if any,
which must be undertaken to cure such breach or default. If, by the date of
termination set forth in the written notice, the party providing such notice
determines that the condition has been cured or that satisfactory arrangements
have been undertaken to cure such condition, then this Agreement shall continue
in force and effect. Otherwise, this Agreement may be terminated by such party
by written notice to the other party.
(D) The provisions of Articles 2, 12, 13(C), 16, 17 and 18 shall survive
termination of this Agreement regardless of reason.
(E) After notice of termination is tendered, each parties' representative
shall prepare for an orderly termination of the Agreement, and for return to the
owning party its property, records, specifications, and Confidential
Information. The parties agree to provide as orderly a transition toward the
effective date of termination as is possible.
(F) Upon orderly termination, Toshiba shall purchase from Tanisys all of
its actual work process for Toshiba, and all raw materials or piece parts
required for such work for up to the ninety (90) day forecast period referenced
in Article 8(A), if the purchase of such raw materials or piece parts could not
be canceled by Tanisys or for any charges upon cancellation of such orders.
Freight expense of all supplied hardware and materials shall be borne by
Toshiba. Termination of this Agreement shall not relieve Toshiba of its
obligation to pay for all goods shipped, services performed, and other amounts
invoiced hereunder prior to termination.
3. CONSIGNMENT OF COMPONENTS TO TANISYS
(A) As used in this Agreement, the term "Consigned Components" shall mean
and include any and all material or components owned by Toshiba and provided to
Tanisys for the performance of the Services.
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Title to the Consigned Components shall at all times remain in Toshiba, but risk
of loss and damage to any item of the Consigned Components shall pass to Tanisys
during such time as the item is in the possession of Tanisys or any employee,
subcontractor or agent of Tanisys. Consigned Components may be shipped directly
to Tanisys under this contract. Any Consigned Components not used in the
manufacturing process will be immediately returned to Toshiba's inventory and
added to the inventory records. Any Consigned Component that fails in the
manufacturing process will be returned immediately to Toshiba with a complete
explanation of the cause of the failure. Upon completion of the Tanisys and
Toshiba Inventory Management Service Agreement ("IMSA"), the Consigned
Components shipping instructions by Toshiba may be taken directly from Toshiba's
inventory which is managed by Tanisys under the terms of the executed IMSA.
(B) Tanisys agrees to develop, implement, and utilize procedures to fully
account for Consigned Components as it is transferred between the parties, and
to comply with Toshiba's reasonable written instructions regarding inventory
accounting procedures.
(C) Upon any transfer, the receiving party shall be responsible for
inspecting of any transferred material and notifying the other in writing
immediately, but not later than three (3) business days thereafter, of any item
which is not in good, proper working condition.
(D) Upon notice, Toshiba shall have the right to enter Tanisys' premises
at any time during regular business hours to inspect the Consigned Components.
4. SPECIFICATIONS FOR THE SERVICES
(A) Tanisys agrees that the Services shall conform to Toshiba's
visual/mechanical marking, and electrical and packaging specifications set forth
in each purchase order.
(B) Toshiba may change any specifications by providing written notice to
Tanisys. If any such change is incompatible with Tanisys' existing equipment or
would adversely affect Tanisys' existing productivity rates, Tanisys shall
promptly notify Toshiba, and the parties shall in good faith negotiate a
reasonable, mutually acceptable solution. Toshiba may request technical changes
of the items to be manufactured and Tanisys must comply with such change
request. Tanisys will inform Toshiba within ten (10) working days after
receiving such requests of the result of its evaluation of the change in
writing. The parties shall mutually agree upon prices and implementation
schedules for such changes.
(C) If Tanisys is required to apply Toshiba's name, trademark, logo, or
similar information ("Marks") on any units of the manufacturing assembly ("DRAM
Modules"), Tanisys agrees that it will not acquire or claim any right, title, or
interest thereto nor will it use any of the Marks in any other manner except as
has been specifically authorized in writing by Toshiba. All Marks shall be the
property of Toshiba.
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5. PROCESS CHANGES
(A) During and after any qualification period for the Services, either
party may initiate change notices regarding processes or materials. The party
initiating such change notices will document and transmit the proposed change to
the other party, who shall acknowledge receipt. Any change notice shall provide
at least ten (10) business days before proposed implementation. The parties
shall discuss any change notices and any associated pricing impact and mutually
agree to any change before it may be implemented.
(B) After any qualification period, Tanisys shall not change any processes
or materials which might affect the Services without having first obtained prior
written approval from Toshiba.
6. SCRAP
(A) Tanisys shall dispose of any scrap (non-Toshiba component related)
generated while performing the Services in accordance with applicable law.
(B) Tanisys shall account for and return on a lot build basis, but not to
exceed one week, all defective components or similar items of the Consigned
Components to Toshiba, inside boxes separate from any Services and clearly
marked so as to identify non-product.
(C) Tanisys shall account for every scrap Consigned Component on the
monthly inventory reports and indicate percentage scrap of the total monthly
Consigned Component usage. Tanisys shall use best efforts to meet a goal of
scrap being less than or equal to 0.03% of the total monthly Consigned Component
usage. If scrap is equal to or greater than 0.05% of the total monthly Consigned
Component usage, but less than 0.08%, Tanisys shall conduct a failure analysis
and develop a corrective action plan. If scrap is equal to or greater than 0.08%
of the total monthly Consigned Component usage, Tanisys and Toshiba shall
conduct a joint failure analysis and mutually determine an appropriate remedy.
(D) Tanisys shall provide a report of all scrap returns per Article 6(B),
which shall be reviewed monthly by the parties.
7. PACKAGING
(A) All packaging by Tanisys relating to the Services shall be of
antistatic materials, and shall be resistant to any damage which may result in a
failure to meet specifications. Toshiba must be notified of changes in existing
packaging, even if still within Toshiba specifications.
(B) Except and only to the extent otherwise specified in writing by
Toshiba, Tanisys shall make no reference or identification in its packaging of
any goods, boxes, or containers, which would indicate that Tanisys is the
manufacturer of the goods.
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8. SCHEDULING AND DELIVERY
(A) Toshiba shall supply Tanisys with monthly rolling forecasts for its
anticipated requirements for the Services for the subsequent ninety (90) days.
Actual orders, however, shall be made only by purchase orders or releases
against existing purchase orders.
(B) Toshiba and Tanisys shall conduct monthly reviews of Tanisys'
inventory of Consigned Components to determine if any inventory is obsolete
and/or excess beyond the current or next quarter's forecasted requirements.
Toshiba shall request Tanisys to return any inventory that has been mutually
determined to be obsolete and/or excess.
(C) Toshiba shall provide Tanisys with existing purchase order numbers, to
cover all deliveries of the Services. Toshiba may, by written notification, make
changes to shipping instructions, quantities, or delivery schedules specified in
any blanket purchase orders, estimates or rolling forecasts.
(D) Toshiba shall deliver the corresponding equivalent Consigned
Components to Tanisys for the daily Services for DRAM Modules. Tanisys in turn
shall provide assembly and test services for such Consigned Components and ship
completed DRAM Modules to Toshiba within two (2) weeks of receipt of purchase
order and Consigned Components. Time is of the essence in the delivery of DRAM
Modules under this Agreement.
(E) Tanisys shall include with every shipment a packing slip stating the
purchase order number and the shipment date, and describing the DRAM Modules
shipped, identified by Tanisys and Toshiba DRAM Modules part numbers, with
quantity and of each type of DRAM Modules, and if included, the defective
Consigned Components identified by Toshiba part number, with the quantity of
each and a description of the defect.
(F) Freight to ship the Services shall be F.O.B. Tanisys dock. All
shipments shall be delivered to such address(es) as may be designated by
Toshiba.
9. PAYMENT FOR THE SERVICES
(A) Prices for the Services will be fixed for a calendar quarter and
include the appropriate packaging as specified by Toshiba. The title and risk of
loss to the DRAM Modules will be transferred from Tanisys at the time at which
Tanisys deposits the properly packed DRAM Modules with the freight carrier
designated by Toshiba at Tanisys' facilities.
(B) Price negotiations shall be conducted during the second month prior to
the new quarter, initially in May 1998, unless mutually agreed by both parties
not to change pricing from the last agreed price.
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(C) If the parties cannot or fail to agree in writing on actual prices
for any DRAM Modules product line(s) within thirty (30) days after commencing
pricing negotiations, then either Tanisys or Toshiba shall have the right to
cancel that DRAM Modules product line(s), effective at the end of the
following calendar quarter. The prices for DRAM Modules product line(s) in
the circumstance shall be the last agreed price.
(D) Tanisys shall submit all original invoices upon shipment, referencing
Toshiba's purchase order number, to Toshiba's Accounts Payable department, at
Toshiba America Electronic Components, Inc., Attn: Accounts Payable, 9775 Toledo
Way, Irvine, CA 92618-1811. Toshiba shall pay Tanisys Net 30 days from the date
of Tanisys' invoice. Payment shall not preclude refund or additional payment
found due after any audit of Tanisys' records by Toshiba.
10. WARRANTIES
(A) Tanisys warrants that, for a period of one (1) year following
acceptance of any DRAM Modules of the Services by Toshiba, such DRAM Modules
shall conform to the specifications, and shall be free from any defects in
materials or workmanship supplied by Tanisys. If any DRAM Modules fail at
Toshiba's or Toshiba's customers incoming test, it will be returned to Tanisys
immediately for analysis and rework. Tanisys will rework and/or repair these
DRAM Modules and return them to Toshiba or the Toshiba customer on a timely
basis, as specified in 10(D) below. In addition, Tanisys will provide to
Toshiba a written failure analysis report within one (1) week.
(B) Tanisys further warrants that all services provided for the Services
shall be performed by careful, efficient, and qualified workers in a workmanlike
manner that conforms to the best quality standards for comparable work practiced
by service providers.
(C) For any DRAM Modules of the Services not as warranted, Tanisys shall
either remanufacture the DRAM Modules if returned, replace the DRAM Modules, pay
Toshiba for the cost of the DRAM Modules, or accept an offset against Tanisys'
billings, as mutually agreed. All costs associated with returns, replacements,
rework, and corrections shall be at Tanisys sole expense, including all labor,
materials, installation, repair, service, transportation, and other charges.
Tanisys expressly assumes all the risk of loss or damage to DRAM Modules
returned while same are in transit.
(D) The above warranties shall not apply to DRAM Modules which become
defective as a result of a defect of any kind in die and/or any other piece
parts supplied by Toshiba, Toshiba's alteration or repair, or which have been
subjected to misuse, negligence, or overstress due to circuit or system design.
(E) All warranties shall survive the acceptance and payment by Toshiba.
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11. INSURANCE
(A) Tanisys shall have and shall maintain, in full force and effect, and
at its sole expense, the following forms of insurance:
(1) at least $1,000,000 of Insurance to cover any loss, theft, and/or
damage to the Consigned Components in the amount of the full replacement cost
thereof;
(2) worker's compensation and occupational disease insurance within
statutory limits; and
(3) public liability and property damage liability insurance, under
the comprehensive general liability form, with limits of liability of no less
than $1,000,000 including contractual liability coverage for the indemnity
obligations specified in the Agreement, and a Products/Completed Operations
Endorsement.
(B) Tanisys shall not accept a purchase order or perform any of the
Services until such time as it may have in force insurance in the forms and of
the types specified in the preceding paragraph.
(C) Toshiba reserves the right to require other reasonable forms of
insurance and/or faithful performance guarantee bonds by giving Tanisys written
notice of said additional requirements.
(D) The procurement and maintenance of insurance specified in this Article
shall not limit or affect any liability which the Tanisys might have of virtue
of this Agreement or otherwise.
12. RECORDS AND AUDITS
(A) Tanisys shall implement and utilize such records, procedures, and
systems as may be specified by Toshiba in writing from time to time to document,
record, and account for the performance of the Services, compliance with
specifications, the location and use of the Consigned Components, quality
control and reliability processes, shipment and delivery history, invoicing and
payment history, and similar matters. Tanisys agrees to permit representatives
of Toshiba to inspect, audit, and copy such books, records, and documentation in
Tanisys' possession or control.
(B) Tanisys shall send to Toshiba, via personnel computer interface within
two (2) working days of the last day of each calendar month, an inventory report
which shall include the following:
(1) the month ending inventory of Consigned Components, by device type,
and
(2) the total number of defective Consigned Components shipped to
Toshiba during the fiscal month, by device type.
Tanisys shall account for every Consigned Component on the monthly
inventory reports.
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13. CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT
(A) In the course of doing business under this Agreement, one party may
furnish to the other party software, data, designs, drawing, tracings, plans,
layouts, specifications, samples, equipment, and other written information which
may be confidential and proprietary to the furnishing party, which is
hereinafter called "Confidential Information". All Confidential Information
shall be marked CONFIDENTIAL or the equivalent by the furnishing party. Any
Confidential Information which is furnished orally shall be confirmed in writing
within thirty (30) days of the disclosure. It is agreed that during the term of
the contract and for a period of five (5) years after termination of this
Agreement, the receiving party shall: (1) restrict dissemination of Confidential
Information to only those employees who must be directly involved in using the
Confidential Information in the performance of the Services; and (2) use the
same degree of care as for its own information of like importance, but at least
use reasonable care, in safeguarding against disclosure of Confidential
Information.
(B) During the term of this Agreement, and not withstanding any other
provisions of this Agreement, nothing received by the receiving party shall be
construed as Confidential Information which is now available or becomes
available to the public through no breach of this Agreement by the receiving
party, is released in writing by the furnishing party, is lawfully obtained from
a third party or parties or is known to the receiving party prior to such
disclosure by the furnishing party, or is at any time developed by the receiving
party prior to such disclosure, or is at any time developed by the receiving
party independently of such disclosure or disclosures by the furnishing party.
(C) The parties shall not disclose the terms of this Agreement to others,
except by mutual agreement and as required by law and various regulatory
agencies or as may be necessary to enforce the terms of this Agreement.
(D) Each party agrees not to disclose to the other party the confidential
or proprietary information of others.
(E) Tanisys shall within thirty (30) days after the termination or
expiration of the Agreement, forward to Toshiba, or to its designee, all
Confidential Information of Toshiba which may be in its possession, and Tanisys
shall thereafter make no further use, either directly or indirectly, of such
Confidential Information.
(F) The only rights or licenses which either party may claim as being
granted hereunder are those which are expressly granted hereunder, and no rights
or licenses are conveyed to either party or to any third party by implication,
waiver, or estoppel.
(G) Any breach of the provisions in this Article shall be a material
breach of the Agreement.
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14. SECURITY
(A) Tanisys agrees to take an necessary precautions to secure the areas in
its facility related to the performance of the Services and to the Consigned
Components. Toshiba shall have the right to audit Tanisys security practices,
policies, procedures, and measures as they relate to the performance of the
Services, and to specify such changes as may be reasonably required to protect
the Services or the Consigned Components.
(B) Tanisys shall immediately report to Toshiba any breaches or suspected
breaches of its security, but such reporting shall not relieve Tanisys of its
responsibilities hereunder.
15. NOTICES
(A) In any case where a notice or other communications is to be given or
made pursuant to any provision of this Agreement, such notice or communication
will be deemed to be received when given or made as follows: if by hand
delivery, on the day delivered; if by telex, cable, fax, or telegraph, on the
next business day following the date sent, or if by mail, on the third calendar
day following posting by certified or registered mail, return receipt requested.
(B) All such notices mailed to Toshiba will be sent postage prepaid and
addressed to each of the following:
Toshiba America Electronic Components, Inc.
9775 Toledo Way
Irvine, CA 92618-1811
Attn: North American Manufacturing, Ted Bruce
(C) All such notices mailed to Tanisys will be sent postage prepaid and
addressed to:
Tanisys Technology, Inc.
12201 Technology Blvd., Suite 125
Austin, Texas 78727-6101
Attention: Vice President Sales & Service, John Bennett
16. OTHER OBLIGATIONS OF TANISYS
In the performance of this Agreement, the parties shall comply with all
applicable federal, state, and local laws and ordinances, and rules,
regulations, and orders of any duly constituted authority including, but not
limited to, those relating to social security and income taxes, workers'
compensation insurance, unemployment compensation insurance, environmental
regulation, transportation, and occupational safety and health.
The parties shall not export, directly or indirectly, any technical data
acquired from the furnishing party under this Agreement, or any products
utilizing any such data, to any county for which the U.S. Government or any
agency thereof at the time of export requires an export license or other
government approval without first obtaining such license or approval.
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17. MISCELLANEOUS PROVISIONS
(A) This Agreement contains the complete and exclusive statement of the
agreement and understanding of Toshiba and Tanisys relating to the subject
matter of this Agreement, and it supersedes all other agreements,
understandings, communications, and proposals, oral or written, between the
parties. Any amendment of this Agreement must be in writing and signed by
authorized representatives of Toshiba and Tanisys.
(B) If any provision of this Agreement should become fully or partially
invalid or unenforceable for any reason whatsoever, or violate any applicable
law, this Agreement is to be considered divisible as to such provision and such
provision deleted from this Agreement, and the reminder of this Agreement shall
be valid and binding as if such provision were not included herein. A new
provision shall be substituted for any such deleted provision which shall come
as close as what the parties intended, as far as legally possible, according to
the sense and purpose of this Agreement.
(C) No waiver of any right, or failure to exercise any remedy, with
respect to any matter or even which is subject to this Agreement, shall serve or
be deemed to be a waiver of such right or remedy with respect to any other
matter or event, or to constitute a precedent for purposes of the interpretation
of this Agreement.
(D) Neither party shall be liable in damages to the other for any delay in
performance or failure to perform, in whole or in part, when due to labor
dispute, strike, war or act of war (whether an actual declaration is made or
not), insurrection, riot, civil commotion, act of public enemy, accident, fire,
flood, or other act of God, act of any government authority judicial action, or
similar causes beyond the reasonable control of such party. If an event of force
majeure occurs, the other party shall be immediately notified.
(E) Neither this Agreement, Toshiba's purchase orders, or any of the
Services shall he assigned or subcontracted by Tanisys without prior written
approval of Toshiba.
(F) More than one counterpart of this Agreement may be executed by the
parties, and each fully executed counterpart shall be deemed an original.
(G) Headings appearing in this Agreement are used for convenience only and
shall not be used in any manner whatsoever for purposes of interpretation of
this Agreement.
(H) This Agreement shall be interpreted in all respects in accordance with
the laws of the State of Texas, except for that body of law known as conflicts
of laws.
18. ARBITRATION
(A) Toshiba and Tanisys shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation between
executives who have authority to settle the controversy. The executive will
be at the CEO, CEO or COO level and will not have had direct responsibility
for administration of this Agreement.
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Either party may give the other written notice of any dispute not resolved in
the ordinary course of business. Within fifteen (15) business days after
delivery of the notice the party receiving the notice shall submit to the other
a written response.
The notice and response shall include a statement of the party's positions
regarding the matter in dispute, a summary of arguments in support, and the name
and title of the executive who will represent that party and any other person
who will accompany that executive. Within 30 days after delivery of the initial
notice, the designated executives shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary to attempt to
resolve the dispute. All reasonable request for information made by one party to
the other shall be honored in a timely fashion.
All negotiations conducted pursuant to this Section 18 (and any of the
party's submissions in contemplation hereof) shall be kept confidential by the
parties and shall be treated by the parties and their respective representatives
as compromise and settlement negotiations for purposes of the Federal Rules of
Evidence and any similar state rules.
(B) If any matter in dispute arising under this Agreement has not been
resolved within sixty (60) days after delivery of the notice or if the parties
fail to meet within thirty days (30) days, the matter will be submitted to
binding arbitration. Either party may initiate binding arbitration as
contemplated herein.
Either party (the claimant) may give written notice to the other
(respondent) of its intention to arbitrate, which notice shall contain a
statement setting forth the nature of the dispute, the amount involved, if any,
and the remedy sought, and file with the appropriate office of the American
Arbitration Association three copies of the notice and three copies of the
arbitration provision of this Agreement, together with the appropriate filing
fee as provided in the Schedule on page 21 of the AAA Commercial Rules as
Amended and Effective on November 2, 1993.
The AAA shall give notice of such filing to the respondent which may file
an answering statement in duplicate with the AAA within ten days after notice
from the AAA, in which event the respondent shall at the same time send a copy
of the answering statement to the claimant. If a counterclaim is asserted, it
shall contain a statement setting forth the nature of the counterclaim, the
amount involved, if any, and the remedy sought. If a counterclaim is made, the
appropriate fee shall be forwarded to the AAA with the answering statement. If
no answering statement is filed within the stated time, it will be treated as a
denial of the claim. Failure to file an answering statement shall not operate to
delay the arbitration.
(C) The AAA Commercial Arbitration Rules, as modified or revised by the
provisions herein, shall govern these proceedings. The arbitration shall be
conducted by three arbitrators, one selected by each party and the third
selected by those two arbitrators. After the arbitrators are selected, the
parties agree to try in good faith to settle the dispute by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules.
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(D) The place of the arbitration proceedings shall in Austin, Texas. The
decision of the arbitration panel shall be rendered in writing.
(E) The parties agree that procedural rules will be those of the State in
which the arbitration is to occur, as amended by this Agreement. In addition,
the parties agree that discovery will take place informally to the extent
possible through document production, interrogatories limited to identification
of witnesses and documents and no more than five (5) depositions per side.
IN WITNESS THEREOF, the parties hereto have caused this Manufacturing Services
Agreement to be executed by their duly authorized representatives as of the date
first written above.
TANISYS TECHNOLOGY, INC. TOSHIBA AMERICA ELECTRONIC
COMPONENTS, INC.
By: /s/ Charles T. Comiso By: /s/ Robert J. Brown
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Printed Name: Charles T. Comiso Printed Name: Robert J. Brown
Title: President & Chief Executive Officer Title: President/COO
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Date: 3/19/98 Date: 3/23/98
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By: /s/ Joe O. Davis
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Printed Name: Joe O. Davis
Title: Chief Financial Officer
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Date: March 19, 1998
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