BETWEEN GROUPE i2e TECHNOLOGIES SAS, located LES MILLES – BP 140 000, 13794 AIX-EN-PROVENCE CEDEX 03, represented

by Mr Philippe VANNIER, CEO

AND

PUBLIC SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya ____________________________________________

SELLER: ______________

BUYER: _____________

Page 2 of 19 SELLER: ______________ BUYER: _____________

CONTRACT NO.RS 2006-1806-PVB-1 FOR PURCHASE OF HOMELAND AND SECURITY PROGRAM BY

PUBLIC SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya

FROM

GROUPE i2e TECHNOLOGIES SAS

Page 3 of 19 SELLER: ______________ BUYER: _____________

TABLE OF CONTENTS ARTICLE NO. PAGE

PREAMBLE 5 ARTICLE 1 : OBJECT OF CONTRACT..........................................................................................................................5 ARTICLE 2 : ORIGIN.......................................................................................................................................................5 ARTICLE 3 : PRICES........................................................................................................................................................5 ARTICLE 4 : TERMS OF PAYMENT.............................................................................................................................6 ARTICLE 5 : DELIVERY.................................................................................................................................................7 ARTICLE 6 : PENALTY FOR LATE DELIVERY..........................................................................................................8 ARTICLE 7 : FORCE MAJEURE.....................................................................................................................................8 ARTICLE 8 : TECHNOLOGY TRANSFER....................................................................................................................9 ARTICLE 9 : WARRANTY..............................................................................................................................................9 ARTICLE 10 : CHANGES................................................................................................................................................9 ARTICLE 11 : TAXES AND DUTIES.............................................................................................................................9 ARTICLE 12 : SUPPORT..................................................................................................................................................9 ARTICLE 13 : MANUALS AND CATALOGS..............................................................................................................10 ARTICLE 14 : OBSERVATION OF RULES & REGULATIONS................................................................................10 ARTICLE 15 : ADDRESSES & NOTICES....................................................................................................................10 ARTICLE 16 : RESERVED.............................................................................................................................................11 ARTICLE 17 : LICENSES, PERMITS AND GOVERNMENT EXPORT REQUIREMENTS.....................................11 ARTICLE 18 : SECURITY AND CONFIDENTIAL NATURE OF CONTRACT AND INFORMATION.................11 ARTICLE 19 : LANGUAGE...........................................................................................................................................11 ARTICLE 20 : SELLER’s TECHNICAL ASSISTANCE...............................................................................................12 ARTICLE 21 : ENTIRE AGREEMENT.........................................................................................................................12 ARTICLE 22 : CONTRACT EFFECTIVITY.................................................................................................................13 ANNEX 1 : TECHNICAL SPECIFICATIONS................................................................................................................14 ANNEX 2 : LINE ITEM PRICES.....................................................................................................................................15 ANNEX 3: PAYMENT TERMS AND DELIVERY.......................................................................................................16 ANNEX 5 : SPECIMEN – DOCUMENTARY CREDIT.................................................................................................17 ANNEX 6 : ADVANCE PAYMENT BANK GUARANTEE........................................................................................18 ANNEX 8.1 : CERTIFICATE OF CONFORMITY ........................................................................................................19 ANNEX 8.2 : CERTIFICATE OF ACCEPTANCE........................................................................................................20 ANNEX 8.5 : FINAL ACCEPTANCE CERTIFICATE.................................................................................................21

Page 4 of 19 SELLER: ______________ BUYER: _____________

This contract (hereinafter referred to as this or the “CONTRACT”), dated 20 June 2006 , is entered into by and between i. PUBLIS SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya (referred to hereinafter as the “BUYER”), represented by NASSER , and ii. GROUPE i2e TECHNOLOGIES SAS, situated at LES MILLES – BP 140 000, 13794 AIX-ENPROVENCE CEDEX 03, (referred to hereinafter as the “SELLER”), represented by Mr Philippe VANNIER, CEO for provision of the HOMELAND SECURITY PROGRAM (referred to hereinafter as the “SYSTEMS”) and related services (referred to hereinafter as the “SERVICES”) as set forth in this CONTRACT. PREAMBLE WHEREAS the SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept the HOMELAND SECURITY PROGRAM forth in this CONTRACT at the firm fixed prices set forth herein according to the delivery schedule set forth herein and according to the other terms and conditions of this CONTRACT; WHEREAS the SELLER agrees to supply the BUYER with HOMELAND SECURITY PROGRAM , all in accordance with the terms and conditions of this CONTRACT. WHEREAS the SELLER will obtain the required export licence (Government approval) from the French Government for the implementation of this CONTRACT. NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1 : OBJECT OF CONTRACT The SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept the HOMELAND SECURITY PROGRAM forth in this CONTRACT at the firm fixed prices set forth herein according to the delivery schedule set forth herein and according to the other terms and conditions of this CONTRACT. The HOMELAND SECURITY PROGRAM to be delivered under this CONTRACT is defined in Annex 1 (Technical specifications).

ARTICLE 2 : ORIGIN The SELLER certifies that all supplies under this CONTRACT are of French, Asia and United States of America origin.

ARTICLE 3 : PRICES
Page 5 of 19 SELLER: ______________ BUYER: _____________

3.1 The SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept the HOMELAND SECURITY PROGRAM provided under the terms of this CONTRACT, of new and latest manufacture along with services, at the firm fixed price of Euro 2 155 000 € 3.2 Prices mentioned in Article 3.1 are DDU BUYER’s premises as per INCOTERMS 2000, unless indicated otherwise. 3.3 The price of this CONTRACT, including any subsequent amendments, shall be in Euro. 3.4 The details of the HOMELAND SECURITY PROGRAM pricing are set forth in Annex 1 of this CONTRACT. 3.5 The prices of the HOMELAND SECURITY PROGRAM are identified in Annex 2 and includes all costs of manufacturing, inspection and acceptance tests to be carried out by the SELLER’s own Quality Control personnel, packing and crating, and all state, and taxes and duties outside BUYER’s country. ARTICLE 4 : TERMS OF PAYMENT 4.1 The BUYER agrees to make payment in Euro to the SELLER for HOMELAND SECURITY PROGRAM as listed in Annex 1 of this CONTRACT in accordance with terms and conditions set forth herein below. Payment shall be made to the SELLER’s account at a bank which will specified by the SELLER. 4.2 The BUYER shall make 1st advance payment, by wire transfer to the SELLER in an account equal to thirty percent (30 %) of the total price. Such advance payment is 646 500 Euros The payment is effective at the notification of the contract. The start (T0) of delay is the date of effectiveness of this first payment, i.e. when money is received at the Seller’s bank. 4.3 The BUYER shall make a 2nd down payment to the SELLER in an account equal to twenty percent (20 %) of the total contract price. the SELLER shall receive a payment from the BUYER’s Bank drawn against the BUYER’s L/C in an amount equal twenty percent (20%) of the price of the contract. Such advance payment is 431 000 Euros The payment is effective at T0 + 2 months 4.4 The BUYER shall make several down payments to the SELLER in an account equal to forty percent (40 %) of each item’s price upon Factory Acceptance of each item by both parties. The SELLER shall receive a payment from the BUYER’s Bank drawn against the BUYER’s L/C in an amount equal forty percent (40%) of the price of the items. Such multiple payments equal to 862 000 Euros The reception of these sums triggers the shipment of the hardware from i2e to Libya

Page 6 of 19 SELLER: ______________ BUYER: _____________

4.5 The final payments will be paid upon delivery in country and acceptance of each item. The SELLER shall receive several payments from the BUYER’s Bank drawn against the BUYER’s L/C in an amount equal ten percent (10%) of the price of the items. Such payments are equal to 215 500 Euros 4.6 BUYER’S LETTER OF CREDIT Within thirty (30) calendar days of receipt of the acceptance of this contract by the SELLER the BUYER shall cause to be issued by the Banque Nationale de Paris (BNP) an irrevocable confirmed letter of Credit (referred to as “BUYER’s L/C”) in favour of SELLER in an amount equal to one hundred per cent (100%) of the full price of this CONTRACT in this following banking address: Nations Bank, France BIC (Bank Identification Code): BNPAFRPPAIP Number (IBAN) FR76 3000 4006 0100 0235 6480 521 The BUYER’s L/C shall provide for payment in Euro and shall permit partial shipments if accepted by the BUYER. All costs inside Libyan associated with the BUYER’s L/C shall be borne by the BUYER and all costs outside Libyan shall be borne by SELLER. The BUYER L/C shall expire upon final payment provided that the SELLER completes the final CONTRACT Line Items as stipulated in this CONTRACT. In the event that the SELLER’s delivery and acceptance of the final line item is delayed for reasons attributable to the BUYER, the BUYER’s L/C may be extended of cost to be borne by the BUYER. ARTICLE 5 : DELIVERY 5.1 SELLER’S OBLIGATIONS 5.1.1 The SELLER agrees to deliver the HOMELAND SECURITY PROGRAM in accordance with the terms and conditions of this CONTRACT and as per the schedules as set forth in Annex 3 of this CONTRACT. 5.1.2 Delivery of SYSTEMS shall be DDU in at BUYER’s designated location in ______ in accordance with INCOTERMS 2000. Delivery dates are stated in calendar months. T0 in this CONTRACT is the first down payment minus 1 day. 5.2 BUYER’S OBLIGATION 5.2.1 The BUYER shall provide office space within close proximity to the test site for up to five (5) SELLER’s personnel beginning with T0 through completion of installation and checkout of the last delivered SYSTEM and any subsequent integration testing. 5.2.2 The BUYER shall provide security for the SELLER’s tools and equipment while they are in BUYER’s facilities during the delivery.
Page 7 of 19 SELLER: ______________ BUYER: _____________

5.2.3 The BUYER shall assist the SELLER where possible to clear the SYSTEMS through customs in BUYER’s country. 5.2.4 The delivery schedule shall be extended if the BUYER’s obligation(s) in this CONTRACT is (are) delayed and supplies/services are not put at the SELLER’s disposal by the BUYER within two (2) weeks from the date stipulated in the delivery schedule on a day by day basis. All consequences related to such delay shall be borne by the buyer. 5.2.5 The equipment shall be considered delivered and operational if the buyer hasn’t sent an official letter showing a problem with the equipment

ARTICLE 6 : PENALTY FOR LATE DELIVERY 6.1 If the SELLER delivers whole or part of SYSTEMS, as described in Annex 1, at a time later than stated in the CONTRACT, a grace period of two (2) months will be granted to the SELLER. 6.2 After the grace period stipulated in above Article, the BUYER may invoke penalties of 0.3% by week up to a maximum of three (3) percent of the CONTRACT. Penalties will be calculated item by item separately. Late delivery of one item will not impact penalty calculation on other items. ARTICLE 7 : FORCE MAJEURE 7.1 The SELLER and/or BUYER shall not be liable for delays in performance of its/their obligations when the delay is due to Force Majeure that is not due to its/their fault or negligence. The following are considered as Force Majeure. Acts of God, epidemic, earthquakes in the BUYER or SELLER’s premises and other premises directly related to this CONTRACT, war, government regulations or changes of regulation prohibiting from correct execution of the contract. 7.2 In the event of a Force Majeure having affected the BUYER and/or SELLER, the affected party will notify the other party within one (1) month from the occurrence of such Force Majeure, and within two (2) months of the event will provide evidence endorsed by the appropriate agency, substantiating that the said cause has affected the concern party and consequently prevents the good performance of his obligation to this CONTRACT. 7.3 Fifteen (15) days after said notification both the SELLER and the BUYER will meet to discuss the status of the situation and actions will be taken, including consideration of delivery schedule extension. 7.4 If the occurrence of Force Majeure has resulted in a delay of more than three (3) months, the BUYER reserves the right to terminate: Part of the CONTRACT affected and therefore delayed due to such Force Majeure.
-9

Page 8 of 19 SELLER: ______________ BUYER: _____________

7.5 Failure by the SELLER to obtain and secure the necessary export license, is/are considered as a Force Majeure. In such case, the obligations of each party described in this contract will be fully maintained in all items where the export licences have been granted

ARTICLE 8 : TECHNOLOGY TRANSFER It is well understood that besides the official training done by the i2e engineers on site during the first 6 month, a period of 2 months will be used for technology transfer and information sharing in i2e’s premises for 3 customers’ engineers. Lodging and day allowances are included in the contract and will be born by i2e. The basis is campanile hotel or equivalent. ARTICLE 9 : WARRANTY 9.1 The SELLER warrants that the SYSTEMS delivered under this CONTRACT shall be free from defect in material, workmanship, design and manufacture for a period of one (1) year from the final acceptance in. This acceptance test will last 1 month maximum. 9.2 Prior to, or concurrently with shipment of any alleged defective part or parts, the BUYER shall furnish the SELLER with a Trouble/Failure Report describing its claim. 9.3 This warranty shall apply only to the extent that such SYSTEMS have been properly stored, installed and maintained in accordance with the SELLER’s recommendations as stated in the Maintenance and Repair Manual, Service Bulletins and any other instructions issued by the SELLER. This warranty does not apply if the item has been damaged by misuse (save in the case of the SELLER) or if, modified or repaired by a party other than the SELLER without SELLER approval. ARTICLE 10 : CHANGES 10.1 Any change(s) or alternation(s) or addition(s) to this CONTRACT shall only be valid provided they have been agreed upon in the form of a written amendment to the CONTRACT and signed by both parties. The Authorized Officer of the Great Libyan Arab Jamahiriya one of his Assistants is authorized to sign any change(s) or alteration(s) or addition(s) to this CONTRACT which do not affect the price of the CONTRACT. ARTICLE 11 : TAXES AND DUTIES 11.1 11.2 All taxes, duties, tariffs, or similar charges in BUYER’s country related to this CONTRACT will be borne by the BUYER. All taxes, duties, tariffs, or similar charges in SELLER’s country related to this CONTRACT will be borne by the SELLER. ARTICLE 12 : SUPPORT

10.2

Page 9 of 19 SELLER: ______________ BUYER: _____________

12.1

The SELLER will provide a proposal for Follow-on Support Contract within one (1) year from the effective date of this CONTRACT, including the PRICES and TERMS AND CONDITIONS under which the SELLER will provide the BUYER with Spares, Repairs, Test Equipment (if applicable), Training, Data and Field Support for the SELLER’s SYSTEMS purchased under this CONTRACT. ARTICLE 13 : MANUALS AND CATALOGS

All manuals and catalogs shall be in the English languages.

ARTICLE 14 : OBSERVATION OF RULES & REGULATIONS This CONTRACT shall be interpreted in accordance with the law applicable to transactions entered into Paris, France. ARTICLE 15 : ADDRESSES & NOTICES 15.1 With respect to communications and correspondence relating to this CONTRACT, the address of SELLER is: And the address of the BUYER is: (i) All contractual correspondence shall be sent to: _______________________ _______________________ _______________________ _______________________ Fax : All technical correspondence shall be sent to: _______________________ _______________________ _______________________ _______________________ Fax :

(ii)

15.2

Notices required by this CONTRACT shall be by telex, telefax or registered airmail to the above addresses. The Notice shall be deemed to have been received on the first business day in the country of receipt following the date of telex/telefax transmission for which proper answer back has been received by the sender, or the date of actual receipt of registered airmail. In the event that the address of either party changes, the party changing its address shall notify the other party of the new address by registered airmail. Otherwise all notice sent to the addresses stated in the CONTRACT shall be considered correctly directed.

15.3

Page 10 of 19 SELLER: ______________ BUYER: _____________

ARTICLE 16 : RESERVED

ARTICLE 17 : LICENSES, PERMITS AND GOVERNMENT EXPORT REQUIREMENTS 17.1 All export licenses or permissions or approvals required by SELLER’s or SELLER’s subContractors Government shall be obtained and secured by the SELLER, as part of the contractual responsibility of the SELLER. The SELLER will undertake to obtain the necessary Government permissions and licenses in case this CONTRACT requires an extension due to a delay caused by any of the parties related to the program.

17.2

ARTICLE 18 : SECURITY AND CONFIDENTIAL NATURE OF CONTRACT AND INFORMATION 18.1 This CONTRACT is confidential between the parties and shall not without the prior written consent of the other party, be disclosed by either party in whole or in part except in so far as may be necessary for either party to carry out its obligations under this CONTRACT. Both parties shall hold confidential all technical data and information supplied by or on behalf of any of them whether security classified or not and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the other party. Both parties shall accord to any data or information which bears other country's Security Classification the equivalent degree of security protection given to such matter in the country. The completion or cancellation of this CONTRACT will not release the BUYER and the SELLER from their respective obligations under this Article. ARTICLE 19 : LANGUAGE 19.1 19.2 It is agreed by both parties that the English language shall be the official language governing the conduct of the parties under this CONTRACT. All written or printed material provided by the SELLER and all communications and correspondence between the parties related to this CONTRACT shall be in the English language.
Page 11 of 19 SELLER: ______________ BUYER: _____________

18.2

18.3 18.4

ARTICLE 20 : SELLER’s TECHNICAL ASSISTANCE 20.1 SELLER’s OBLIGATIONS: 20.1.1 20.1.2 The SELLER's specialists shall abide by all rules and laws within Libyan If the BUYER so desires, the SELLER may arrange for detachment of additional specialists or extension of the period of detachment. These supplemental detachments will then be governed by terms and conditions of this CONTRACT and prices to be mutually agreed. The SELLER’s personnel shall not, in any circumstances, participate in any tasks associated with active military or police operations. They shall not operate in any areas of hostility.

20.1.3

20.2

BUYER’s OBLIGATIONS: 20.2.1 To enable the SELLER's personnel to perform his duties efficiently the BUYER shall designate a single representative with respect to the decisions to be taken on all the tasks associated with this CONTRACT. The BUYER will assist the SELLER's personnel to obtain the necessary visa and any other official administrative documents required of them and their families during their stay in Libyan. However, the SELLER's personnel will abide by the prevailing rules and regulations of Libyan in this respect. The BUYER shall provide all necessary facilities on site to enable the specialist to perform his work..

20.2.2

20.2.3

ARTICLE 21 : ENTIRE AGREEMENT The CONTRACT, comprised of Article 1 through 22, pages 1 through 19, with Annexes 1 through 8.5, constitutes the entire agreement between the BUYER & the SELLER as to the subject hereof, and cannot be changed except in writing, duly signed by authorized representatives of the BUYER and the SELLER.

Page 12 of 19 SELLER: ______________ BUYER: _____________

ARTICLE 22 : CONTRACT EFFECTIVITY This CONTRACT shall become effective when the event has occurred: (a) The CONTRACT has been signed by both the SELLER and the BUYER;

IN WITNESS WHEREOF, the BUYER and the SELLER have caused this CONTRACT to be signed by their duly authorized officers or representatives as of the day and year indicate below

BUYER Signature Name Title Date

SELLER Signature Name Title Date Philippe VANNIER CEO

Page 13 of 19 SELLER: ______________ BUYER: _____________

ANNEX 1 : TECHNICAL SPECIFICATIONS The Technical Specification of the SYSTEMS is described in: “20060512TP-HSOP Ind 02”: “HOMELAND SECURITY PROGRAM”

Page 14 of 19 SELLER: ______________ BUYER: _____________

ANNEX 2 : LINE ITEM PRICES

ITEM

PRICES

Part 5

PUBLIC SAFETY SYSTEMS NETWORK SECURIZATION

945 000 €

Part 6

MOBILE PHONE ENCRYPTION AND PROTECTION

3 050 000 €

Part 9

VIP CONVOY PROTECTION

4 000 000 €

Part 11

TRAINING AND TECHNICAL ASSISTANCE

2 100 000 €

TOTAL HOMELAND SECURITY PROGRAM
Part 7 LEGAL INTERCEPTION CAPABILITIES

10 095 000 €
750 000 €

Part 7

GSM MONITORING

350 000 €

Part 7

MOBILE USER LOCALISATION

640 000 €

TOTAL LEGAL GSM INTERCEPTION
Part 8 NETWORK STREAM ANALYSER [NSA]

1 740 000 €

8 560 000 €

Part 10

PASSPORT NETWORK PROGRAM

2 155 000 €

TOTAL PASSPORT AND NETWORK PROGRAM
Part 8 OPTION SECOND DATA BASE

10 715 000 €
230 000 €

Page 15 of 19 SELLER: ______________ BUYER: _____________

ANNEX 3: PAYMENT TERMS AND DELIVERY All Item Delivery date (T0 + Month) T0 T0 + 2 See Technical Specification See Technical Specification

Description 1st Advance Payment 2nd Down Payment Factory Acceptance Final Acceptance

Percentage 30% of CONTRACT Price 20% of CONTRACT Price 40% of CONTRACT Price 10% of CONTRACT Price

Page 16 of 19 SELLER: ______________ BUYER: _____________

ANNEX 5 : SPECIMEN – DOCUMENTARY CREDIT The BUYER shall establish Documentary Credit in accordance with the international rules and Article 4.

Page 17 of 19 SELLER: ______________ BUYER: _____________

ANNEX 6 : ADVANCE PAYMENT BANK GUARANTEE 1. With reference to the CONTRACT No. RS 2006-1806-PVB-1 concluded on20th of June 2006 between PASSPORT NETWORK SERVICES of the Great Libyan Arab Jamahiriya (hereinafter called the – BUYER 1st party), and GROUPE i2e TECHNOLOGIES SAS, situated at LES MILLES – BP 140 000, 13794 AIXEN-PROVENCE CEDEX 03, represented by Mr Philippe VANNIER, CEO (hereinafter called – SELLER – 2nd Party) for the supply of Emitters Receivers system and in accordance with Art. 4.3 said CONTRACT stipulating that an amount 26 490 000 Euros representing 100 % of the value of the CONTRACT shall be paid in advance to the SELLER, we the undersigned undertake to hold at the disposal of Nations Bank, France this sum as a Guarantee for advanced payment and it will become effective from the day the BUYER makes remittance of the amount to the account of the SELLER. 2. This Guarantee is unconditionally payable to the BUYER upon first written demand by him without reference to the SELLER stating that the SELLER has failed to fulfil the terms of CONTRACT. 3. This Guarantee shall be valid for the entire period of the CONTRACT but shall be progressively reduced in proportion to the partial deliveries in accordance with the terms of the CONTRACT referred to above by the amount confirmed by Finance Department as having been received towards settlement of the advance and will expire automatically upon completion of full deliveries under this CONTRACT with returning the document to the Bank. 4. If deliveries are not finalized within stipulated period of the CONTRACT and the cancellation has also not been notified, Guarantee will progressively and automatically be extended till such time the confirmation is given by the Director Government Accounts, _____________________ that either the delivery of the outstanding items is completed or the advance has been fully recovered.

______________________________________ (NAME OF THE BANK)

NB :

This Guarantee shall be issued under full responsibility of any local bank incorporated in _________________.

Page 18 of 19 SELLER: ______________ BUYER: _____________

ANNEX 8.1 : CERTIFICATE OF CONFORMITY CONTRACT No.: ______________________________ LINE ITEM: DESCRIPTION: of Annex 1

APPROVED BY SELLER By : (Typed or printed name)

Page 19 of 19 SELLER: ______________ BUYER: _____________

ANNEX 8.2 : CERTIFICATE OF ACCEPTANCE CONTRACT NO. LINE ITEM DESCRIPTION OF EVENT By signature below, it is hereby certified that the above described event scheduled at month _______________ has been conducted and accepted by the BUYER IN WITNESS WHEREOF, the BUYER has caused this Certificate to be signed by their duly authorized representative. of Annex 3

APPROVED BY BUYER’s authorized representative: By: ____________________ ________________________ (Typed or printed name) DATE: _________________

Page 20 of 19 SELLER: ______________ BUYER: _____________

ANNEX 8.5 : FINAL ACCEPTANCE CERTIFICATE CONTRACT NO. _________________________________ By the signature below, it is hereby certified that the SYSTEMS provided by SELLER meet all of the requirements of the CONTRACT and are finally accepted as of the date hereof.

APPROVED BY ________________________ DATE : _________________

Page 21 of 19 SELLER: ______________ BUYER: _____________

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