Agreement To Manufacture, Supply And Market

Agreement to Manufacture, Supply, and Market



Among Hyundai RFmon Corp.

and Joytoto USA, Inc.

Dated February 20, 2008








Agreement to Manufacture, Supply, and Market

Among Hyundai RFmon Corp.

and

Joytoto USA, Inc.



This Agreement to Manufacture, Supply, Market (this " Agreement ") is dated as of February 20, 2008, by and among



Hyundai RFmon Corp. , a California corporation with its principal place of business located at 2001 Gateway Place, Suite 200, San Jose, California 95110 (" RFmon ?), and



Joytoto USA, Inc., a corporation organized and operated under the laws of Nevada ("Nevada"),with its principal place of business located at 3000 Scott Blvd., Suite 206,Santa Clara, California 95054 (" JoyTOTO ").



As used in this Agreement, the term " Parties " refers to RFmon and JoyTOTO.



WHEREAS , RFmon manufactures and markets, among other things, RFID readers and tags, EMI, and other security products; and



WHEREAS , JoyTOTO manufactures and markets various electronic and digital products; and



WHEREAS , RFmon has an existing contract (the " Contract ") with its major strategic alliance customers to supply ATM (automatic teller machines), DVD download dispensers, smart teller machines, and kiosk machines (" Products ") as those Products can benefit from sophistication of JoyTOTO manufacturing know-how, starting with approximately Ten Million Dollars ($10,000,000), and with option for more purchase orders subsequently, meeting the specifications set forth in the purchase orders; and



WHEREAS, such Products shall include additional components, including, but not limited to, scanner and printer for ATM, terabyte storage devices, management software, etc.; and



WHEREAS , JoyTOTO has a ISO compliant factory (the " Factory ") available directly or through subcontractors;









WHEREAS , the Parties wish to engage JoyTOTO to manufacture and supply the Products and devices for the Contract on the terms and conditions set forth in this Agreement; and



NOW, THEREFORE , in consideration of the foregoing premises and the mutual representations, warranties, covenants, and agreements contained herein, the adequacy and legal sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:



ARTICLE 1 SCOPE, DURATION AND REVENUES



1.1. Scope. This Agreement shall cover the Products to be manufactured and supplied under the Contract and such additional products as JoyTOTO or RFmon shall request and JoyTOTO may agree to manufacture and supply.



1.2. Term. Unless terminated sooner as provided in Section 2.12 or extended by mutual agreement of the Parties, this Agreement shall terminate on December 31,2012 (the " Scheduled Termination Date ").



1.3. Revenues .

(a) For manufacturing the Products for the Contract, JoyTOTO agrees to manufacture and to supply the Products for which JoyTOTO can recognize and qualify as revenues under the Generally Acceptable Accounting Principles ( ?GAAP").



(b) Profit or Margin .



(c) RFmon expects that during the term of this Agreement (the " Term ") it will generate additional business that it may seek for JoyTOTO support to manufacture and to supply such Products to RFmon or RFmon customers. While it is impossible to predict the amount of such future business, it is not unreasonable to expect that such additional Contracts may approach or exceed $100,000,000per year. RFmon and JoyTOTO will cooperate and insure that JoyTOTO receives (the Contract) a fair and equitable percentage of the manufacturing requirement (additional Business).








ARTICLE 2 GENERAL PROVISIONS



2.1. Cooperation. The Parties shall cooperate with each other to jointly decide on the details for implementing this Agreement.



2.2. Purchase Orders . All Products to be manufactured and supplied under this Agreement shall be ordered on written purchase orders (" Purchase Orders ") subject to JoyTOTO acceptance. Prior to placing any Purchase Orders:



(a) RFmon shall have technical discussions with JoyTOTO concerning the format for the Purchase Orders and the specifications for the Products so ordered; (b) the Parties shall agree on the logistics of and schedule for manufacturing such Products; and (c) RFmon and JoyTOTO shall forecast to the best of their knowledge any additional Products which will be ordered in the following3-month period.



2.3. Delivery of Products. With respect all Products manufactured and delivered under this Agreement, the Parties shall agree in advance: (a) on the production schedules; (b) quality assurance; (c) packaging suitable for relevant specifications and international ocean going ships; and (d) warranty and post-warranty service. The relevant specifications shall mean specifications germane to specific customers and their customary practices, which RFmon shall share with, and fully knowledgeable by, JoyTOTO well in advance or within reasonable time.



2.4. No Sales to Third Parties . JoyTOTO agrees that all Products ordered under this Agreement shall be sold to RFmon. In the event JoyTOTO customers, who are not the customers of RFmon ( ? Non-RFmon Customers "), have demands for the Products, Parties shall cooperate with such Non-RFmon Customers demands.



2.5. Payment. (a) Manufacturing Cost . JoyTOTO shall fund the cost of manufacturing all Products manufactured and delivered under this Agreement.



(b) Customer Payment Terms . JoyTOTO and RFmon shall follow all applicable collection rules, arrangement, and agreements with customers in collecting on the accounts receivable and customer payment terms (" Customer Payment








(c) LockBox . RFmon and JoyTOTO shall cause all Customer Payments to be deposited into the Lock Box jointly managed by Parties or RFmon shall pay directly to JoyTOTO only the portion of Customer Payments payable to JoyTOTO. In the event JoyTOTO elects the LockBox option, then LockBox can be named RFmon-JoyTOTO, receive full amount of all accounts receivable while giving JoyTOTO chances for full revenue recognition and not giving RFmon a full control over lockbox ...