OEM PURCHASE AGREEMENT
THIS INTERNATIONAL OEM AGREEMENT (the "Agreement") is made as of the 18th day of October,
1996, by and between Norris Communications Inc.
("Manufacturer"), a Delaware corporation, and SANYO Information Systems (U.K.)
Ltd., a __________________ corporation ("OEM").
The parties agree as follows:
1. Definitions. As used herein, the following terms have the indicated meanings:
1.1 OEM. "OEM" shall mean the party specified in the first paragraph of this agreement and all its sales and
service personnel, if any.
1.2 Products. "Products" shall mean those products sold under the "TRC" or Sanyo trademark described in
Exhibit "A" hereto.
1.3 Territory. "Territory" shall mean the geographical area in which OEM is entitled to market and sell Products,
as more particularly described in Exhibit "B" hereto.
2.1 Appointment. Subject to Section 2.4 ("Initial Order and Minimum Quantity Requirements"), Manufacturer
hereby appoints OEM to act on an exclusive basis as Manufacturer's OEM for the Products in the Territory for
the term of this Agreement, and OEM hereby accepts such appointment. OEM agrees that it shall not, directly or
indirectly, (i) purchase the Products from any party other than Manufacturer; or (ii) offer to sell or sell the
Products outside of the Territory without the express prior written consent of Manufacturer.
2.2 Orders. OEM shall place with Manufacturer orders for Products on Manufacturer's form of purchase order
or such other form of purchase order as Manufacturer may approve. All orders are subject to acceptance by
Manufacturer. Notwithstanding the provisions hereof, all orders which are not accepted by Manufacturer in
writing within five (5) business days of order placement, shall be deemed accepted by Manufacturer.
2.3 Price, Payment and Delivery. Manufacturer shall sell to OEM, and OEM shall purchase from Manufacturer,
the Products under the terms and conditions set forth herein. The initial prices and schedules of