1. February [ ], 2014
Mr Ike Lee (In Keun Lee)
Lee Technology Consulting, Inc)
PO BOX 598
Medina WA 98039 USA
Dear Ike:
CONSULTANCY AGREEMENT
This consultancy agreement (“Agreement”) is entered into with effect from 1 December 2013
(the “Effective Date”) and sets out the terms and conditions upon which you shall act as
Executive Advisor and Consultant to CEO and Heptagon Asia Sales Management (the
“Consultant”) to Heptagon Advanced Micro-Optics Pte. Ltd. (the “Company”) and its branch
offices and subsidiaries (collectively together with the Company, the “Heptagon Group”).
Term and Purpose of this Agreement
The initial term of this Agreement shall be a period of six (6) months commencing from the
January 1, 2014 Following the initial term, the Consultant and the Company shall review
the results of the engagement. If mutually agreed in writing between the parties, the term
of this Agreement shall be extended for a further six (6) months on the same terms and
conditions.
The Consultant will report to the CEO of the Heptagon Group and will advise and consult
with the CEO and other key executives concerning matters relating to the business, sales
and customer development of the Heptagon Group with particular focus on securing long
term sales contracts with a single key customer code named “Polaris” and other mutually
agreed targets.
The Consultant undertakes that he shall carry out his duties under this Agreement in a
diligent manner to the best of his ability and shall promptly and faithfully comply with
and observe all lawful and reasonable requests which may be made by the Company in
connection with his engagement.
The Consultant will as part of his obligations report on a regular bases the progress in
achieving the agreed targets. The Consultant will also help Heptagon in securing relevant
meetings with Polaris executives. The consultant will support Heptagon in reviewing
current projects with Polaris – as well as identify new project opportunities.
The Consultant confirms that the Company shall be entitled to rely on the work product(s)
produced by the Consultant in connection with his engagement under this Agreement.
The Consultant grants to the Company a royalty-free, irrevocable, perpetual and non-
exclusive license to use and to reproduce such work product(s).
Retainer Fees, Upside Payment and Expenses

2. The Consultant shall be paid a retainer fee of US$10,000 per month (payable monthly in
arrears) for his services during the initial term of this Agreement and any extended term
as may be agreed between the Consultant and the Company pursuant to paragraph 1(a) of
this Agreement.
The Consultant acknowledges that his performance will be assessed based on his
contribution to the Heptagon’s Group’s success in securing long term sales contracts with
a single key customer code named “Polaris” and other mutually agreed targets. [In the
event [the Consultant/the Heptagon Group] achieves the key targets and/or milestones set
out in Column (1) of the table set out in Appendix A hereto, the Company shall pay to the
Consultant the additional applicable upside payment set out in Column (2) of the table set
out in Appendix A.
The Consultant will be reimbursed (i) all reasonable travel expenses incurred by the
Consultant in connection with his engagement under this Agreement; and (ii) all out-of-
pocket expenses directly related to the single key customer code named “Polaris” which
have been approved in writing by the CEO of the Company prior to their being incurred
by the Consultant.
Confidentiality
(a) The rights and obligations of the Consultant and the Company under this Agreement are
in addition to their rights and obligations under the Non-Disclosure Agreement dated 29
December 2013 entered into with between the Consultant and the Company (the
“NDA”).
(b) The Consultant and the Company hereby agree that the Consultant’s engagement
under this Agreement shall be deemed a Purpose (as defined under the NDA) and
accordingly, all disclosures of Proprietary Information (as defined in the NDA) pursuant
to or arising in connection with this Agreement shall be governed by the terms of the
NDA.
(c) The Consultant’s obligations of confidentiality under the NDA shall survive the
termination of this Agreement and shall continue for the duration as set out under the
terms of the NDA.
Termination
This Agreement may be terminated by either the Consultant or the Company with 30
days' written notice to the other provided that paragraph 3 of this Agreement shall survive
the termination of this Agreement.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Singapore.
Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre for the time being in force, which rules are deemed to be
incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. The
language of the arbitration shall be English.

3. Please indicate your acceptance of the terms of this Agreement by signing and returning to us the
enclosed duplicate copy of this Agreement,
Yours faithfully
For and on behalf of
HEPTAGON ADVANCED MICRO-OPTICS PTE. LTD.
_________________________
Christian Tang-Jespersen
CEO & President
I, IKE LEE (IN KEUN LEE) hereby my acceptance of the above terms and conditions.
_________________________
IKE LEE (IN KEUN LEE)

4. APPENDIX A
SCHEDULE OF UPSIDE PAYMENT
EMBED Excel.Sheet.12
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CONFIDENTIAL
CONFIDENTIAL