TECHNOLOGY RESEARCH AND DEVELOPMENT ALLOWANCE AGREEMENT between Taiwan Kolin Company Limited and Syntax Groups Corporation

EXHIBIT 10.60

TECHNOLOGY RESEARCH AND DEVELOPMENT
ALLOWANCE AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation

1 PARTIES

This Agreement (“Agreement”) is made and entered into, by and between Taiwan Kolin Company Limited, incorporated in Taiwan, whose registered office is at 11/F ▇▇. ▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Manufacturer”), and Syntax Groups Corporation, incorporated in the State of California, the United States of America, whose registered office is at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, U.S.A. (“Syntax”).

2 RECITALS

WHEREAS, Syntax designs various consumer electronic-related Products (as hereafter defined) for manufacture and distribution under and in connection with the trademarks and trade name, inter alia, ÖLEVIA; and

WHEREAS, Manufacturer is a designer and manufacturer of Liquid Crystal Display (LCD) and Liquid Crystal On Silicon (LCOS) televisions and has in place the necessary facilities, permits, licenses and financing to satisfy Syntax’s requirements for such LCD and LCOS Products.

Pursuant to the Manufacturing Agreement dated March 9, 2004, Syntax has appointed the Manufacturer to manufacture the products in the consumer electronic field, which includes but not limited to the LCD/ LCOS TV product line. Currently, the Manufacturer is manufacturing 20,” 27” and 30” LCD TVs for Syntax and shall expand the product line to other sizes of LCD TV and LCOS TV from time to time agreed by both parties (the “Products”).

Following the execution of the Manufacturing Agreement, the research and development (R&D) teams of both parties have regularly conducted R&D meetings to exchange latest technological information and designs. To facilitate the R&D facilities and know-how provided by Syntax, the Manufacturer wishes to offer Syntax a technology research and development allowance (the

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“Allowance”) for the compensation of the utilization of such facilities and know-how.

NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement, the receipt and sufficiency of which are hereto hereby agree as follows:

3		VOLUME INCENTIVE PROGRAM
3.1.		The Manufacturer agrees to pay the Allowance to Syntax, the calculation of which shall be 3% of each monthly shipment of the Products.
3.2.		Syntax shall prepare a quarterly shipment report to specify the shipment of the Products covering the last three months period and the total amount of the Allowance, and submit the report to the Manufacturer for verification and confirmation.
3.3.		Upon confirmation of the Allowance agreed by both parties, the Manufacturer shall settle the Allowance at the beginning of the following quarter by issuing a credit memorandum which shall be applied to off-set the total outstanding account payable owed to the Manufacturer by Syntax.
4		EXECUTION
4.1.		Upon execution of this Agreement:
4.1.1		This Agreement will be in full force from March 9, 2004 with continued executions till the end of business relationship between the Manufacturer and Syntax with 90 days advance notice by either party.
4.1.2		Such other and further documents as may be reasonably required to cause and effect the transaction contemplated by this Agreement.
5		ACCESS OF INFORMATION

The directors, officers, shareholders, employees, agents and representatives (“Representatives”) of Syntax shall grant the Manufacturer and its Representatives full access to Syntax’s properties, inventory on hand, facilities,

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books and records, financial and operating data, contracts and other documents or information as the Manufacturer or its Representatives may reasonably request.

6		WARRANTIES OF SYNTAX
6.1.		Syntax hereby warrants and represents to the Manufacturing that Syntax is a corporation duly organized, validly existing and in good standing under the laws of the State of California, the U.S.A.
6.2.		There is no litigation, suit, proceeding, action, claim or investigation, at law or in equity, pending, or to the best knowledge of Syntax, threatened against, or affecting in any way, Syntax’s ability to perform its obligations as contemplated by this Agreement.
6.3.		In the event that any warranty or representation contained herein above is deemed unenforceable under the laws of any jurisdiction, the remaining warranties and representations to the extent they are enforceable shall remain in full force and effect, and the Manufacturer and Syntax hereby agree that a court or arbitrator may cause these warranties and representations concerning disclosure of confidential and sensitive business information to the reasonable extent possible given the express intentions and agreements of the Manufacturer and Syntax to have such warranties and representations construed and enforced.
7		WARRANTIES OF THE MANUFACTURER
7.1.		The Manufacturer hereby warrants and represents to Syntax that the Manufacturer is a corporation duly organized, validly and in good standing under the laws of Taiwan.
7.2.		The Manufacturer hereby warrants that the Manufacturer has all requisite power and authority to execute and perform its obligations under this Agreement and consummate the transactions contemplated hereby.
7.3.		There is no litigation, suit, proceeding, action, claim or investigation, at law or in equity, pending, or to the best knowledge of the Manufacturer, threatened against, or affecting in any way, the Manufacturer’s ability to perform its obligations as contemplated by this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of dates indicated herein below.

Taiwan Kolin Company Limited
Name:		▇▇▇▇▇ ▇▇▇
		Vice President
Signed:		/s/ ▇▇▇▇▇ ▇▇▇
Date:		03/09/04
Syntax Groups Corporation
Name:		▇▇▇▇▇ ▇▇
		Chief Executive Officer
Signed:		/s/ ▇▇▇▇▇ ▇▇
Date:		3/9/2004

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