Attached files
| file | filename |
|---|---|
| 10-K - ELECSYS CORP | form10k_072210.htm |
| EX-32.1 - ANNUAL REPORT KARL B. GEMPERLI - ELECSYS CORP | form10kexh321_072110.htm |
| EX-31.2 - CERTIFICATIONS TODD A. DANIELS - ELECSYS CORP | form10kexh312_072110.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ELECSYS CORP | form10kexh231_072110.htm |
| EX-31.1 - CERTIFICATIONS, KARL B. GEMPERLI - ELECSYS CORP | form10kexh311_072110.htm |
| EX-32.2 - ANNUAL REPORT TODD A. DANIELS - ELECSYS CORP | form10kexh322_072110.htm |
| EX-21 - SUBSIDIARIES OF ELECSYS CORPORATION - ELECSYS CORP | form10kexh21_072110.htm |
Exhibit 10(r)
MARKETING AND SALES AGREEMENT
THIS MARKETING AND SALES AGREEMENT (the "Agreement") is entered into as of the 21st day of June, 2010 by and between EuroTech, Inc., a Maryland corporation with its principal place of business at 10206 Old Columbia Road, Columbia, Maryland ("EuroTech"), and Elecsys Corporation, a Kansas corporation with its principal place of business at 846 North Mart-Way Court, Olathe, Kansas ("Elecsys").
WHEREAS, EuroTech has entered into a Technology Rights Agreement with Larry Lendo and John Lujan pursuant to which exclusive license rights to designated technology (as defined therein) in the oil and gas and energy markets have been granted;
WHEREAS, the technology referenced in the Technology Rights Agreement has been sublicensed to Elecsys; and
WHEREAS, Elecsys and EuroTech wish to enter into additional agreement with respect to the marketing and sales of such technology
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. Delivery of Assets. EuroTech shall deliver to Elecsys, contemporaneous with the execution of this Agreement, all mutually agreed upon manufacturing documentation, instructions, and test jigs adequate to permit Elecsys to test and maintain those products listed on Exhibit A attached hereto. To the extent Elecsys chooses to purchase any test fixtures required for these testing and maintenance efforts, Elecsys shall pay to EuroTech a mutually agreed upon price for such test fixtures.
2. Customer Support. Attached as Exhibit B to this Agreement is a list of customers and certain contracts that EuroTech has entered into with each such customer. Elecsys shall provide to such customers the ongoing product support required pursuant to such contracts and shall be entitled to receive from each such customer payment for any support services so provided. Elecsys shall have no obligation or responsibility for any services provided by EuroTech prior to the date of this Agreement, and EuroTech shall have no obligation or responsibility for any services so provided by Elecsys.
In the event Elecsys is called upon to provide any warranty service to prior customers of EuroTech, EuroTech agrees to compensate Elecsys for such repair work at a rate also set forth on Exhibit B attached hereto. Any such compensation shall be due from EuroTech within 30 days of delivery by Elecsys of the invoice for such work.
In the event: (i) Elecsys sells substantially all of its assets or a majority of its outstanding stock is acquired in a single transaction that closes within twelve months from the date of this Agreement, and (ii) Elecsys or its successor in interest materially fails to perform the service obligations set forth in this Section 2, then EuroTech, at its option, shall have the right to terminate or modify this agreement.
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3. Parts Availability. To the extent that Elecsys needs or requests components to provide the customer support described in Section 2 above, EuroTech shall provide those components listed on Exhibit C attached hereto and Elecsys shall promptly pay the per unit price also noted on Exhibit C. EuroTech shall be obligated to provide such parts until such time as its stock, existing as of the date of this Agreement, has been depleted. In addition, EuroTech shall provide as many processor and IO cards as may be requested by Elecsys, also at the agreed upon price set forth on Exhibit C attached hereto.
4. Non-Competition. In exchange for the undertakings of Elecsys set forth above, EuroTech agrees not to engage in the marketing or sale of any of the products that incorporate the Technology, or to otherwise license or sell, the Technology described in the Technology Rights Agreement dated June 21st, 2010 (solely to the extent that such technology is used in the oil, gas, and energy markets (collectively, the “Market”)). Further, EuroTech agrees to no longer provide any customer support or product repair services in any way relating to such technology in the Market.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
ELECSYS CORPORATION
By: /s/ Karl B. Gemperli
Name: Karl B. Gemperli
Title: CEO
Date: 6-21-2010
EUROTECH, INC.
By: /s/ Greg Nicoloso
Name: Greg Nicoloso
Title: CEO
Date: 6-21-2010
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Exhibit A
Production documentation, test jigs
All Available production documentation and test procedures and jigs will be provided by Eurotech in order for Elecsys to fully support and/or produce the following products:
Director Series II
Director Series IV
Director Series V
Director Z – (test jig to be purchased by Elecsys)
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Exhibit B
Maintenance and Support Obligations
| Conoco Philips | Expires 2/24/2011 | |
| Magellan Pipeline Company | Expires 4/3/2011 | |
| Enterprise Products Operating L.P. | Expires 2/15/2011 |
Elecsys shall provide the balance of current service/support contracts at no cost to Eurotech.
Elecsys shall negotiate future service/support contracts directly with the customers.
Warranty Repair Rate
For repairs to Director units shipped by Eurotech prior to this Agreement that are still covered under original warranty:
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1.
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Eurotech shall provide replacement parts to Elecsys free of charge.
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2.
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Eurotech will pay Elecsys for any parts it is not able to provide to Elecsys at cost.
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3.
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Eurotech will pay Elecsys $65.00 to process and repair each Director unit.
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4.
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Eurotech will pay any warranty related shipping charges.
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Exhibit C
Materials
Supported Legacy Products: Director II, Director IV, and Director V
The following Legacy Materials will be supplied at 15% above Eurotech Cost (as listed below), until supply is exhausted. Once on hand supplies are depleted, Eurotech will provide supplier information for Elecsys to contact vendors directly for future procurement. Items must be purchased with a minimum qty of 10 pieces, or the remaining balance.
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Eurotech P/N:
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Description
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Additional Info
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Per Unit Cost
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Qty on Hand
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2040-14395-000-000
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Cable; Director Ethernet
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$ 2.51
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300
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2040-14396-000-000
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Cable; Director I/O Breakout
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$ 14.03
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56
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2040-14398-000-000
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Cable; DS4-P
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$ 16.98
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13
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2040-16100-000-000
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Cable; DIR Set (1 ea Blk,Org,Purple)
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$ 0.49
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1200
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2101-14367-000-000
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Cable; ACS-011
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SCT-AIM104 to AIM104-386 Cable
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$ 3.81
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86
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2151-14343-000-000
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Conn; 25.303.3353.0
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3 Pos Panel Mount Socket
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$ 1.28
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160
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2151-14344-000-000
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Conn; 25.340.3353
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3 Pos Mating Plug
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$ 1.40
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160
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2153-08460-000-000
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Conn; 555052-1
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RJ45 coupler
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$ 1.93
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260
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2190-09534-000-000
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License; TARGET (physical)
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$ 1.00
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750
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2250-14314-000-000
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Metal; 10851
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DS2 Enclosure
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$ 27.63
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133
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2250-14315-000-000
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Metal; 12173
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DS4 Enclosure
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$ 37.21
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70
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2253-14323-000-000
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Metal; 12335
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DS4 End Plate Small Cover
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$ 1.38
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145
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2253-14324-000-000
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Metal; 12676
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DS4 End Plate Large Cover
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$ 1.08
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105
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2257-10396-000-000
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Misc; 7700010000 (Director Mounting Kit)
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$ 3.13
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375
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2258-14317-000-000
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Metal; 10879
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DS2 End Plate
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$ 2.70
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275
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2258-14318-000-000
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Metal; 11131
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DS2 End Plate w/(1) DB9
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$ 3.48
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0
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2258-14319-000-000
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Metal; 11142
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DS2 End Plate w/Ethernet
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$ 3.45
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210
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2258-14321-000-000
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Metal; 12136
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DS4 End Plate w/(6) DB25
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$ 2.95
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80
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2258-14322-000-000
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Metal; 12137
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DS4 Front Plate w/Ethernet
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$ 4.79
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195
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2258-14325-000-000
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Metal; 12750
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DS4 End Plate w/(2) SER4
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$ 4.44
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66
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2258-14326-000-000
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Metal; 14117
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DS4 Back Plate w/(4) DB9
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$ 3.38
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134
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2258-14328-000-000
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Metal; 50957
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DS4P Front Plate
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$ 4.40
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110
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2258-14329-000-000
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Metal; 50958
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DS4P Modem Plate
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$ 1.99
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140
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2258-14330-000-000
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Metal; 50959
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DS4P-(2)E-M Front Plate
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$ 5.21
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145
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2258-16030-000-090
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Metal; DS2P Face Plate
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$ 7.20
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127
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2258-16031-000-090
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Metal; DS4P Face Plate
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$ 7.20
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124
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2610-11000-000-000
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Label; LM12
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Logo Label
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$ 0.88
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870
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2610-14355-000-000
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Label; LDS2
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DS2 Label
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$ 1.78
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173
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5
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2610-14356-000-000
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Label; LDS4-P
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DS4P Label
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$ 1.27
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240
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6000-00623-001-102
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Board; SCT-AIM104
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$ 176.63
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32
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6000-00623-002-102
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Board; SCT-AIM104-NPB
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$ 94.15
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6
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6002-10550-000-000
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Hardware; OEM-MODEM-56C2
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$ 62.73
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30
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2040-14397-000-000
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Cable; Director I/O External
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$ 10.34
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7002-14376-000-000
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Conn; 910645
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$ 40.73
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Supported Current Products
The following materials will be supplied by Eurotech at Distribution pricing, as listed below.
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1-9
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10-49
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50-99
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100-499
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500-1K
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1K- 5K
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Legacy Board
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6070-00609-002-104
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Board; AIM104-386EX:DIRECTOR-1
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$235
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$209
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$196
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$171
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$157
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$155
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6070-00638-003-105
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Board; PEGASUS-M64-F16 w/SRAM
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$366
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$325
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$305
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$266
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$244
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$242
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6071-00638-001-105
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Board; PEGASUS-M32-F16:DIRECTOR
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$415
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$369
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$346
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$302
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$277
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$274
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Current Product
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2040-14214-000-000
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Cable; ZEUS Power
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$10
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$9
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$8
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$7
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$7
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$6
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2258-53056-000-000
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Metal; ICE-ZEUS Front Panel:Southern Star
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$15
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$13
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$12
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$11
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$10
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$10
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2610-14354-000-000
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Label, Barcode Logo
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$3
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$3
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$2
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$2
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$2
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$2
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6570-00702-005-104
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Board; ZEUS-M256-F64-005-R6
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$446
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$397
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$372
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$325
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$298
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$295
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6570-00702-001-104
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Board; ZEUS-M128-F32-001-R6
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$417
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$370
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$347
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$303
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$278
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$275
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7060-52784-009-101
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Enclosure; ICE-ZEUS-China
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$110
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$98
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$92
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$80
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$73
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$73
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9500-00017-000-000
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Cable; ZEUS COM 3-4
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$33
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$29
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$27
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$24
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$22
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$22
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6570-00604-001-102
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Board; AIM104-ETHER R6
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$46
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$40
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$36
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$33
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$31
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$30
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6570-00685-001-101
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Board; AIM104-COM8 R6
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$115
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$101
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$89
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$84
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$77
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$77
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7000-13477-000-000
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Cable; AIM104-COM8
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$5
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$5
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$5
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$4
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$4
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$4
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For any items on the Director Z bill of materials that are not listed above, Eurotech shall provide supplier information to enable Elecsys to procure parts directly from vendors.
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