INTRAOP MEDICAL INC. AND CDS GROUP CORPORATION.
MANUFACTURING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is effective as of September 5, 2002_(the "Commencement Date"), by
and between Intraop Medical Inc., a Delaware corporation, having a principal place of business at 3170 De La
Cruz Boulevard, Suite 108, Santa Clara, California 95054 ("CUSTOMER") and CDS Group Corporation a
Delaware corporation, doing business in California as Delaware Ontario Technologies Corporation, and having
its principal place of business at 4425 Technology Drive, Fremont CA 94538 ("MFGR)
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
The initial term of this Agreement shall commence on the Commencement Date and shall continue for three (3)
years until September 6,_2005_ unless sooner terminated by mutual agreement of the parties or otherwise in
accordance with this Agreement. Upon the expiry of the initial term, this Agreement will remain in effect and
automatically renew for successive one-year terms. Notwithstanding the foregoing, the term of this Agreement
shall automatically extend to include the term of any purchase order issued hereunder (a "Purchase Order").
2.1 Pricing. During the term, CUSTOMER shall have the right to purchase from MFGR the products (as
described on Exhibit A, the " Product" or "Products") specified in a CUSTOMER Purchase Order delivered to
MFGR. The pricing structure for the Product(s) is set forth on Exhibit A attached hereto.
2.2 Cost Adjustments. Any projected cost increases and reductions of the bill of materials will be promptly
communicated to CUSTOMER by MFGR and the final price will be adjusted according to Exhibit A. MFGR
shall provide cost visibility in the form of an itemized report on major assemblies at time of invoicing. MFGR will
further share with CUSTOMER any reali