EXCLUSIVE PRODUCT PURCHASE AGREEMENT
THIS PRODUCT PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of August 7, 2000 by
and between Photo-Me International Plc., a company governed by the laws of England and Wales (“PMI”), and DigitalPortal
Inc. (“DPI”) a Delaware corporation.
WHEREAS, PMI and SanDisk Corporation (a Delaware corporation) have signed the Definitive Agreement to Form
Vending Business pursuant to which DPI shall operate units of Product (defined below);
WHEREAS, PMI will develop and manufacture Products under the DPI, PMI and SanDisk brands and names;
WHEREAS, DPI or a third party in a leasing transaction with DPI (“Lessor”) desires to purchase from PMI the
NOW, THEREFORE, in consideration of the premises and the covenants herein and in the Definitive Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as
1. Definitions .
1.1 “Product” shall mean those self service photo printing kiosks designed and manufactured by PMI or one of its
subsidiaries, which constitute self-service digital photo printing kiosks which can be connected to an Internet photo portal
capable of reading and printing on silver-halide paper digitized images from flash memory cards, floppy diskettes, CD-ROM
discs and an Internet photo portal, including those kiosks containing multiple terminals connected to a single print processor.
1.2 “Technical Specifications” shall mean the technical description of the Product and the functionality which they provide
as described in Exhibit A attached hereto and incorporated by reference herein.
1.3 “Territory” means the United States of America and Canada and such other regions as the Board of Directors of DPI
may approve pursuant to Section 6.03 of the Definitive Agreement.
2. Agreement of Sale And Purchase .