Sample Business Contracts

Interim 90-Day Agreement - Kopin Corp. and Xybernaut Corp.

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 Interim 90-Day Agreement Between Kopin Corporation and Xybernaut Corporation

Both parties agree that the intent of this interim agreement is to fashion the
basis for an effective working relationship between the two companies to cover
the next 90-Day period.  Also, during this 90 Day period both companies should
focus on defining the terms and conditions under which the two companies will
deal with each other on a long term basis.  During this time, the following
guidelines will govern the relationship.

1.       During the 90-Day period following signature of this Agreement,
         Kopin will extend to Xybernaut the right to purchase all of the
         prototype monochrome monocular HMDs that Kopin manufactures for the
         belt worn voice and/or thought activated computer or terminal systems
         for the maintenance markets. Every two weeks, Kopin will provide
         Xybernaut with a manufacturing forecast for the following two week
         period.  Xybernaut, at that time, will have the option of purchasing
         for delivery within a 30-Day period, any or all such units.  If, for
         any reason, Xybernaut fails to purchase any, or all, of these HMDs,
         Kopin retains the right to sell the excess units to any third party
         other than the InterVision Corporation or Phoenix Corporation.

2.       During this 90-Day period, Xybernaut agrees to purchase a
         minimum of 130 units from Kopin.  Kopin agrees to deliver a minimum of
         30 units during the first 30-Day period of this agreement.  Units
         delivered to Xybernaut during this period but which (a) fail to pass
         quality inspection (b) are returned to Kopin, and (c) are not returned
         by Kopin prior to the end of this 90-Day period will count toward the
         minimum purchase.

3.       Unit pricing for this 90-Day, period will be $1,550.  A new
         agreement with quantity pricing and other terms will be negotiated in
         good faith by both parties during the period of this interim

4.       Xybernaut will have 5-Days to inspect and reject any units delivered
         to it by Kopin.  Kopin retains the right to resell any rejected
         units to any third party other than InterVision Corporation or
         Phoenix Corporation.  In all cases, the first business day of
         acceptance is the business day (Monday) after the units have been
         received by Xybernaut and all shipments of units should be arranged
         by Kopin for delivery to Xybernaut on Fridays.

5.       Pricing for the first 25 units will be COD.  After that period,
         Kopin will begin to extend credit to Xybernaut on a net 15-Day period
         for a sum not to exceed $38,750 until Kopin believes that further
         relaxation of its credit restrictions are warranted.

6.       Kopin will have unique part numbers and serial numbers for each
         HMD unit of the type to Xybernaut.

Agreed and accepted on May 13, 1996 by    Agreed and accepted on May 10, 1996 by
Kopin Corporation                         Xybernaut Corporation

By:  /s/ JOHN C.C. FAN                    By:  /s/ EDWARD G. NEWMAN
   --------------------------------          ------------------------------
John C.C. Fan, CEO/President              Edward G. Newman, President