This Agreement, entered into this ___ day of March, 1998, by and between Allen Field Co., Inc., a New York
corporation with its principal place of business at 144 Allen Boulevard, Farmingdale, New York 11735 ("Allen
Field"), and Electronic Hardware Corp., a New York corporation with its principal place of business at 320
Broad Hollow Road, Farmingdale, New York 11735 ("EHC").
WHEREAS, Allen Field desires to contract for the engineering consulting, manufacturing and importing services
of EHC, and EHC desires to perform such services on behalf of Allen Field; and
WHEREAS, it is the desire of EHC to secure a right of first refusal to commercially exploit certain manufactured
WHEREAS, Allen Field may from time to time become aware of business opportunities with such manufactured
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually
agreed by and among the Parties as follows:
1. Term. The term of this Agreement shall commence as of the date first written above and end on March 31,
2003 (said period is hereinafter referred to as the "Term").
2. Services. EHC agrees to perform for Allen Field, on an exclusive basis, the following services:
(a) Provision of general engineering consulting services to Allen Field in connection with, and in furtherance of, the
development and expansion of Allen Field's products and business; and
(b) Manufacture and/or import of certain Allen Field products on a time and materials basis. The decision to fulfill
the manufacturing and importing requests of Allen Field shall be made solely by EHC in its exercise of reasonable
3. Limitation of EHC's Product Development.
Notwithstanding any provision to the contrary contained herein, EHC shall not develop or manufacture products
in the Product Line (as defined in Section
5), except upon the written approval of Allen Field.