SALES AND PURCHASE AGREEMENT

THIS AGREEMENT, made and entered into as of this ___ day of 2010 by and between:

XXXX, S.A. a corporation duly organized and existing under the laws of Republica Argentina
having its principal place of business at ___________, Republica Argentina (hereinafter referred to
as Buyer); and

YYYY, a corporation duly organized and existing under the laws of Japan having its International
Headquarters at (hereinafter referred to as "Seller").

WITNESSETH THAT:

WHEREAS:

Buyer desires to purchase the KIT (as hereinafter defined) from Seller for the purpose of
distributing the FP (as hereinafter defined) to Buyer’s customer; ______________(hereinafter
referred to as “_____________________”) in the Territory (as hereinafter defined) by means
of Individual Contract (as hereinafter defined)

Seller, at the request of Buyer, agrees to sell the KIT(as hereinafter defined) to Buyer subject to the
terms and conditions contained herein as applied to each Individual Contract (as hereinafter
defined);

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth,
the parties hereto agree as follows:

Article 1.00 DEFINITION

For the purpose of this Agreement, the following terms shall have the following meanings:

1.01 "KIT" (including the Service Parts) means certain CKD (Complete Knock Down) kits of LCD
Televisions as listed in Exhibit A hereof which are necessary for manufacturing of the FP. buyer
shall not in any way modify, alter, or otherwise change the KIT.

1.02 Service Parts means the KIT which may be ordered by the Buyer for maintenance purposes.

1.03 “FP” means finished products of certain types of LCD Televisions bearing the trademark of
“_____________________” which assembled from the KIT and other parts by Buyer.

1.04 “Territory” means Republic of Argentina

1.04 “Territory” means Republic of Argentina

1.05 “Individual Contract” means the contract for the sale and purchase of the KIT formed by the
Seller’s acceptance of the Buyer’s purchase order in relation to the KIT

1.06 “proprietary information” means all information and technology disclosed by one party
(“Disclosing Party”) to the other (“Receiving Party”) and/or otherwise acquired by the Receiving
Party in the performance of this Agreement and/or business or transaction hereunder.

Article 2.00 PURPOSE

2.01 The purpose of this Agreement is to establish basic terms and conditions to be applied to
each Individual Contract made between Buyer and Seller for the sale and purchase of the KIT and
the Service Parts.

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2.02 Buyer may purchase the KIT only for the purpose of assembling the KIT into FP and
distribute the FP in Argentina (hereinafter referred to as “Territory”). Buyer shall not seek
customers, solicit bussiness, nor establish any branch or maintain any distribution depot outside
the Territory directly nor indirectly with respect to the KIT. The term "Buyer" shall include for the
purpose of this sub article 2.02 any company or business owned or controlled by Buyer or owning
or controlling Buyer.

Article 3.00 FORMATION OF INDIVIDUAL CONTRACT

3.01 Purchase orders shall be issued by Buyer to Seller from time to time during the term of this
Agreement. The purchase order issued under this Agreement shall state the date of order, the
name of the KIT ordered, specifications, price, payment method, quantity, delivery date, delivery
place, delivery terms and other items which Buyer deems necessary.

3.02 Seller shall give a written acceptance or rejection of the Buyer`s purchase order so that such

acceptance or rejection, as the case may be, shall be received by Buyer within five (5) business

days of the date on which the said purchase order was issued. If Seller fails to give such written

acceptance or rejection within said five (5) business day period, the Buyer’s purchase order shall

be deemed to have been accepted by the Seller.

3.03 Seller reserves the right in its sole discretion to discontinue or add models to the KIT, and to
change the design of any model of the KIT at any time, but any orders that have been accepted by
Seller shall be fulfilled without any change to the Products. In this connection, Seller shall not incur
any liability thereof or any obligation to alter, change or repurchase the KIT previously sold by
Seller to Buyer.

Article 4.00 ALTERATION OF INDIVIDUAL CONTRACT

4.01 XXXXBuyer and Seller may agree to alter the quantity, delivery-date, delivery-place, delivery-
terms and/or other items specified in any Individual Contract. Buyer shall reimburse Seller for any
losses, damages, cost and expenses caused by such alteration in case such alteration is not
attributable exclusively to Seller.

Article 5.00 PRICE AND PAYMENT

5.01 The price of the KIT shall be quoted by Seller to Buyer from time to time in US dollars under
the term of FOB port of exporting country (Incoterms2000) unless otherwise agreed in writing
between the parties hereto.

5.02 All payments shall be made by Buyer in US dollars to the designated bank account of Seller
by telegraphic bank transfer in advance of shipment. Arrangement for the shipment of the Kits
shall be made by Seller or Seller’s designated company after Seller confirms its receipt of full
amount of payment by Buyer for the applicable purchase order.

5.03 All payments made by Buyer to Seller hereof shall be free from any deductions, or taxes or
duties which may be imposed by the government or taxing authority of the Territory with the
express exception of Seller’s income tax and any other tax to be borne by Seller. Buyer, in
addition to the prices, shall bear all such taxes or duties as well as all costs and expenses of the
bank or otherwise related to the payment hereunder with the express exception of any duties,

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costs and expenses related to Seller’s accounts.

Article 6.00 DELIVERY

6.01 The KIT shall be delivered at FOB port of exporting country (Incoterms 2000). Title and Risk
of loss for the KIT shall pass from Seller to BUYER when the KIT pass the ships rail of the vessel
at the named port of shipment. If Seller cannot ship the KIT on the agreed shipment date, Seller
shall notify Buyer in writing of such delay and the parties hereto shall discuss in good faith promptly
to seek mutually satisfactory solution.

Article 7.00 INSPECTION AND ACCEPTANCE

7.01 Buyer shall have the right to conduct incoming inspection on each shipment lot of the KIT
immediately after the receipt of the KIT. Notwithstanding the foregoing, Buyer may at its sole
option and responsibility accept the KIT without conducting incoming inspection if Buyer
determines that the KIT conform to the agreed specifications between the parties hereto. All
claims for alleged defects which may be discovered by incoming inspection shall be reported in
writing to Seller, accompanying technical details within ten (10) days the receipt of the KIT, in the
event Buyer fails to provide the notification within the said period, such claims shall be waived and
the KIT shall be deemed to have been accepted by Buyer.

7.02 If the cause of the lot rejected is determined by the parties to be solely attributable to
Seller's responsibility, Seller shall provide replacement for the defective KIT at its sole cost. If
Seller is unable to provide replacement for the defective KIT, Seller shall take other remedial
measures upon consultation with Buyer, provided however that in no event shall Seller’s liability
hereof exceed the price of the KIT and shall Seller be liable or responsible for loss of profits, any
special, incidental or consequential damages for any reason whatsoever

7.03 No KIT are to be returned to Seller by Buyer under any circumstances in the absence of
Seller's specific instructions of return. If requested by Seller, Buyer shall provide either some of
the units of the allegedly defective KIT or some other evidence of deficiency which Seller shall
specify.

7.04 Seller reserves the right to require Buyer to return to Seller all or part of the defective KIT at
Seller's expense or to dispose of it at Seller's expense and pursuant to its instructions.

Article 8.00 WARRANTY

8.01 After the KIT pass the incoming inspection in accordance with Article 7.00
hereof , warranty for the KIT shall not be given by Seller except as otherwise agreed upon
between Seller and Buyer.

8.02 Buyer shall, at its sole cost and responsibility, either by itself or by appointment
of a third party, provide all service needs for the FP in and out of the warranty period in the
Territory. .

8.03 Warranty for the FP shall not be given by Seller unless otherwise expressly
agreed in writing upon between Buyer and Seller. Buyer shall, at its sole cost and responsibility,
either by itself or through third party provide service required for the FP and maintain an adequate
stock of all necessary Service Parts and make them readily available at each of Buyer’s service
facilities to service all customers promptly.

8.04 Buyer shall allow for at least four (4) months lead time in its placement of order
for the Service Parts with Seller between the date Buyer‘s order is received by Seller and the due
delivery date required by Buyer. The terms and conditions of sale and purchase of the Service
Parts shall be the same as the conditions for the Products unless otherwise agreed by and
between the parties hereto.

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 8.05 If requested from Buyer, and Seller deems necessary, Seller may give a
technical training for Buyer. Any and all expenses incurred by Buyer and/or by Seller sending its
personnel, such as travel expense, hotel shall be borne by Buyer. The details of technical
training including but not limited to period and place for training shall be separately agreed in
writing between the parties hereto.

8.06 Seller (or its affiliated company(ies)) maintains Service Parts for each model of the KIT
during the following period from the last manufacturing date of that model of the KIT, provided:

Functional parts for five (5) years use

Appearance parts for two (2) years use
LCD panel for one (1) year use

In so far as alternative Service Parts do not affect performance, reliability, appearance, structural
dimensions and/or interchangeability of original Service Parts, Seller may supply alternative
Service Parts at its sole option. Seller makes reasonable effort to supply alternative Service parts.

8.07 Notwithstanding the provisions hereof, if Seller is unable to supply Service Parts for the KIT
during the above said period, Seller shall give three (3) months prior written notice to Buyer so
that Buyer may purchase Service Parts necessary for the remaining service period.

Article 9.00 DISCLAIMER

THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL CONSTITUTE THE
ONLY WARRANTIES APPLICABLE TO THE KIT. SELLER HEREBY EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE. IN NO EVENT SHALL LIABILITY OF SELLER EXCEED THE PRICE OF THE KIT
AND SHALL SELLER BE LIABLE FOR LOSS OF PROFITS, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER.

Article 10.00 MODIFICATIONS/IMPROVEMENTS

10.01 If either party requests to modify the specifications, the party so requesting shall inform the
other party in writing thereof which the other party shall give due consideration. If the parties shall
discuss and agree to modify the specifications, Seller shall modify the specifications. Where
modifications made do increase Sellers cost to manufacture the KIT, any additional cost for the KIT
shall be individually negotiated in good faith by the parties.

10.02 Seller may from time to time improve and/or modify the KIT and/or materials, parts and/or
design therefor without Buyers consent, provided however that any such improvement or
modifications may not affect compliance with specification and/or interchangeability of Service
Parts.

Article 11.00 INTELLECTUAL PROPERTY RIGHTS

11.01 Seller reserves the right to decide at its sole discretion whether and when to apply for the
declares and warrants the legal ownership and/or use of any and all registration(s) of intellectual
property rights, including without limitation, trademarks, patents, copyrights, utility models, trade
dress, trade secrets and design (hereinafter called the "Intellectual Property Rights") of the KIT.
Moreover, Seller agrees to protect, indemnify and hold Buyer and its end customers harmless from
all liabilities, costs, expenses, losses and damages, including reasonable counsel fees and
expenses and the cost of settlement, arising out of or relating to any breach or alleged breach
involving Intellectual Property Rights of the KIT and/or any of its components, parts, design,
models, name, trademark, and any and all aspects related thereof.

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11.02 Buyer shall at all times recognize, respect and protect Seller's right of total ownership of the
Intellectual Property Rights for the KIT if any and shall not in any way derogate, diminish, or
weaken Seller's sole Intellectual Property Rights in the registrations.

11.03 Upon learning illegal use or infringement of any of the Intellectual Property Rights of Seller,
Buyer shall promptly alert Seller to enable Seller at its option to take any means and/or actions to
stop such illegal use or infringement

11.04 In the event that a third party makes a claim against Buyer alleging that the KIT delivered to
Buyer infringe such third party's Intellectual Property Rights, or alleging a claim for indemnification
with respect to such an infringement claim, Buyer shall defend the claim or to seek a compromise
at its cost and Seller shall assist Buyer as reasonably requested by Buyer.

11.05 Responsibility of Seller is expressly excluded from and Buyer agrees to protect, indemnify
and hold Seller harmless from all liabilities, costs, expenses, losses and damages, including
reasonable counsel fees and expenses and the cost of settlement, arising out of or relating to any
alleged or actual claim made by any third party if such claim, alleged or actual, results from (a)
compliance with the requirements of Buyer or Buyer's end customer; (b) the combination or
incorporation of the KIT with or into any other products; (c) any modification, alteration, change
and/or tampering with made other than by Seller; or (d) Intellectual Property Rights, of which Seller
did not know or could not aware at the time of the conclusion of this Agreement, or if Buyer knew
or could not have been unaware of such third parties’ claim or Intellectual Property Rights at the
time of the conclusion of this Agreement.

Article 12.00 CONFIDENTIAL INFORMATION

12.01 The Receiving Party shall at all times, either during the term of this Agreement and at any
subsequent time, maintain the Proprietary Information of the Disclosing Party in strict confidence
and shall not disclose any portion thereof to any third party(ies) without a prior written consent of
the Disclosing Party, The Receiving Party shall not use the Proprietary Information of the
Disclosing Party except as necessary in the performance of its obligations under this Agreement
and/or the Individual Contracts.

12.02 The obligations of the Receiving Party specified in the Articles 12.01 above shall not apply,
and the Receiving Party shall have no further obligations, with respect to any Proprietary
Information:
(a) which at the time of disclosure is in the public domain; or
(b) which after disclosure becomes part of the public domain through no fault of the Receiving
Party; or
(c) which prior to the time of disclosure has been developed independently by the Receiving Party
as shown by its written records; or
(d) which prior to the time of disclosure has been lawfully acquired from a third party having the
right to disclose it; or
(e) which may be subsequently developed independently by the Receiving Party as shown by its
written records; or
(f) which may be subsequently lawfully acquired from a third party having the right to disclose it; or
(g) which is disclosed pursuant to the requirement of a government agency, a court order or any
law requiring disclosure thereof, provided that the Disclosing Party is provided with prior written
notice of any such disclosure.

12.03 The Receiving Party shall return all tangible embodiments pertaining to the Proprietary
Information to the Disclosing Party upon the request of the Disclosing Party.

Article 13.00 EXPORT CONTROL AND COMPLIANCE WITH LAWS

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13.01 Buyer shall observed and comply with all applicable laws and regulations, including any
formal or informal international treaties, arrangements, and/or understandings as may be
applicable to the import, export, sale, transfer and/or use of the KIT, the breach or violation of
which would have a material adverse effect on Seller's business or properties, and Seller shall not
be responsible for any violation against or omissions in respect of any and all such laws and
regulations by Buyer. Such international treaties will include without limitation an international
understanding, such as international understanding and arrangement for non-proliferation of
massively destructive weapons, nuclear powers, bio-chemicals, and other goods, technologies and
services to certain restricted areas which may be determined from time to time.

13.02 Buyer shall not use the KIT purchased from Seller hereunder for military purposes, nor shall
directly or indirectly use them in the development, production or handling of conventional weapons
or weapons of mass destruction, including without limitation, nuclear weapons, chemical weapons
or biological weapons and missiles. Moreover, Buyer shall not sell or transfer the KIT to a third
party or parties who, Buyer knows or there is a sufficient reason to suspect so, might use the KIT
for military purposes or might directly or indirectly use the KIT in the development, production or
handling of conventional weapons or weapons of mass destruction, including but not limited to,
nuclear, chemical or biological weapons and missiles.

Article 14.00 ASSIGNMENT

14.01 Neither this Agreement nor any of Buyer's rights or obligations hereunder may be sold,
transferred or assigned by Buyer, by operation of law or otherwise, except with Seller's written
consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the parties.

Article 15.00 TERM AND TERMINATION

15.01 This Agreement shall become effective on the date first above written and shall remain in
effect for a period of one (1) year, unless earlier terminated pursuant to this Article 15.00.
Thereafter, the parties mutually discuss whether to further renew this Agreement or not and if both
parties hereto agree upon renewal in writing, this Agreement may be renewed for subsequent one
(1) year period under the terms and conditions agreeable to both Parties. This Agreement shall be
expired if either party does not agree on renewal and the parties shall not have any liability or
obligation with respect to such non-renewal.

15.02 Either party hereto may immediately terminate this Agreement and/or any Individual
Contract by giving notice to the other party in the event that:
(a) a petition is presented or a proceeding is commenced or an order is made or an effective
resolution is passed for the windingup, insolvency, administration, reorganization,
reconstruction, judicial management, dissolution or bankruptcy of the other party or for the
appointment of a liquidator, receiver, administrator, trustee, judicial manager or similar
officer of the other party or of all or any part of its business or assets or equivalent
proceedings are taken under insolvency legislation in the other party’s jurisdiction of
business or incorporation or establishment (as applicable); or if the other party stops or
suspends payments to its creditors generally or is unable or admits its inability to pay its
debts as they fall due or seeks to enter into any composition or other arrangement with its
creditors or is declared or becomes bankrupt or insolvent; or if a creditor takes possession
of all or any part of the business or assets of the other party or any execution or other legal
process is enforced against the business or any substantial asset of the other party and is
not discharged within fourteen (14) days
(b) the other party ceases to carry on business or any substantial part thereof or changes the
nature or scope of its business or if the other party disposes of or any governmental or
other authority expropriates all or any substantial part of its business or assets; or
(c) there is any consolidation or merger of the other party with or into any other third party(ies)
or any sale, lease, or conveyance of substantially all such other party's assets to any other
third party(ies).

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15.03 If either party defaults in the performance of any provision of this Agreement and/or any
Individual Contract and fails to cure the default within thirty (30) days after receipt of the notice
given by the non-defaulting party requesting to cure the default, the non-defaulting party may
forthwith terminate this Agreement and/or any Individual Contract by giving a written notice thereof.

15.04 Upon expiration or termination of this Agreement, the parties hereto shall fulfill any
obligations under any Individual Contract which has been executed prior to the effective date of
such expiration or termination in accordance with the terms and conditions set forth in this
Agreement and the relevant Individual Contract.

15.05 Neither party hereto shall be liable to the other by reason of the termination or expiration of
this Agreement for compensation, reimbursement or damages on anticipated sales or on account
of expenditures, investments or other commitments relating to the business or goodwill of either
party hereto.

15.06 The provisions set forth in Article 5.02, 5.03, 8, 9, 11,12,13, 15.06 and 17 shall survive the
expiration or termination of this Agreements.

Article 16.00 FORCE MAJEURE

16.01 Any delay or failure in performance hereunder and/or under any Individual Contract by
either party hereto shall be excused if and to the extent caused by occurrences beyond such
party's control, including but not limited to, decrees or restraints of government, act of God, war,
riot, civil commotion, or any cause or causes, whether similar or dissimilar to those already
specified, which can not be controlled by such party.

16.02 If either party is unable to perform its obligations under this Agreement or any Individual
Contract as a direct result of an event of force majeure as set forth in the preceding Article 16.01 ,
such party shall give notice in writing to the other of such inability stating the force majeure event in
question. either party hereto shall have the option to terminate this Agreement and/or cancel the
relevant Individual Contract, should the parties have not been able to find solution within thirty (30)
days after the occurrence of such event.

Article 17.00 GOVERNING LAW ANDDISPUTERESOLUTION

17.01 The formation, validity, construction and performance of this Agreement shall be governed
by and interpreted in accordance with the laws of State of New York. The parties agree that the
provisions of the United Nations Convention on the International Sale of Goods shall not apply to
this Agreement.

17.02 Any disputes, differences or controversies arises between the parties hereto, out of or in
relation to or in connection with this Agreement and/or any Individual Contract shall be referred to
the International Chamber of Commerce (“ICC”) settled in accordance with its Arbitration Rules in
force at that time. The number of arbitrators shall be one. The award of such arbitration shall be
final and binding on the parties. The arbitration proceedings shall take place in new york city, NY in
the English Language. Notwithstanding the foregoing provisions under this Article, either party may
seek interim measures, including without limitation, injunctions,
at any court having a competent jurisdiction.

Article 18.00 NO WAIVER

18.01 The failure of either party at any time to require performance by the other party of any
provision hereof shall in no way affect the right to require such performance in full at any time
thereafter. Nor shall the waiver by any party of any claim or remedy available under this
Agreement in respect of any failure to perform or breach of any provision hereof constitute a waiver
of any such claim or remedy in respect of the same or any other provision nor constitute a waiver

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of the provision itself.

Article 19.00 ENTIRE AGREEMENT

19.01 This Agreement constitutes the entire and only agreement between the parties hereto in
respect to the subject matters hereof and supersedes and cancels any prior agreements, oral or
written, in respect thereto. No amendment or change hereof or addition hereto shall be effective or
binding upon either of the parties hereto unless reduced in writing and executed by the respective
duly authorized representatives of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in
duplicate as of the date first above written by their duly authorized representatives.

For For

By:_____________________
By:_____________________ Name:
Name: Title:
Title: Date:
Date:

Exhibit A KIT List

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