1. ORDERS — All orders placed with Macrolink must be in writing, signed, stating definite prices, delivery dates, quantities and contain a complete description of products being purchased. Orders will be binding upon Macrolink when received and accepted in writing at Macrolink. Orders for U.S.A. shipment must be at least $500. Orders for international shipment must be at least $2,000.

2. PRICES — List Prices are those specified in the applicable Macrolink Price List current at the time of placement of an order. List Prices are subject to change; and price quotations, unless otherwise stated, shall automatically expire forty-five (45) calendar days from the date issued and may be canceled or amended within said period upon written notice to Buyer.

Prices are F.O.B. Macrolink's Anaheim, CA plant and are exclusive of all transportation charges, insurance costs, export duties, license or fees, or any tax or duty of any nature whatsoever and Buyer shall either pay directly or reimburse Macrolink for any payments made by Macrolink. Any claim for exemption by Buyer shall, if applicable, be effective only after receipt of proper exemption forms by Macrolink before delivery is made.

3. PAYMENT — All Products shall be invoiced upon delivery to carrier at point of shipment and the amount thereon shall be due and payable within thirty (30) days from the invoice date. Unpaid balances more than thirty (30) days from date of invoice shall be subject to an interest charge of one and one-half (1.5%) per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less.

Macrolink reserves the right to establish and/or change the credit and payment terms extended to Buyer when in Macrolink's sole opinion Buyer's financial condition or previous payment record warrants such action. Further, on delinquent accounts, Macrolink may divert shipments or reschedule deliveries of Products on unfilled orders.

Macrolink shall retain a security interest in the Products furnished until the full purchase price thereof has been paid and Buyer agrees to promptly execute, upon Macrolink's request and at Macrolink's expense, any documentation required to perfect Macrolink's security interest. Buyer's failure to pay any amounts when due shall give Macrolink the right to possession and removal of the Products at any time upon Macrolink's demand. Macrolink's taking of such possession shall be without prejudice to any other legal remedies Macrolink may have.

4. ACCEPTANCE — The successful completion of Macrolink's test procedures and diagnostic test programs performed at Macrolink's plant shall constitute Buyer acceptance of the Product. Buyer may witness acceptance testing on a non-interference basis upon advance written request to Macrolink.

5. DELIVERY — Delivery is F.O.B. Macrolink's Anaheim, CA plant. Title to equipment and risk of loss and damage shall pass to Buyer upon delivery of the Products to Buyer, or to a common carrier at the F.O.B. point. Shipment shall be made freight collect to any point within continental United Sates with the carrier selected by Macrolink in the absence of specific instructions by Buyer. In no event shall Macrolink be liable for any delay in delivery, or assume any liability in connection with shipment, nor shall the carrier be deemed an agent of Macrolink.

6. EXPORT  — Products, technical data/technology, and services of Macrolink, Inc. are subject to U.S. export controls under the applicable laws and regulations of the United States.  Commodities may not be exported or re-exported, either directly or indirectly, to current ITAR restricted countries. Diversion contrary to U.S. law is prohibited.  Commodities may not be exported or re-exported to entities and persons that are ineligible under U.S. law to receive U.S. product, technology and/or software.

7.SOFTWARE LICENSE — Macrolink software programs ("software") are licensed, not sold. The software is owned by Macrolink and is protected by United States copyright laws and international treaty provisions. You obtain no rights other than those granted to you under this license. You have the non-exclusive right to use this software in accordance with the specific software product license agreement.

8. DATA RIGHTS — No rights to any intellectual property residing in the Products or any data furnished hereunder are granted except by specific written permission by an authorized representative of Macrolink. Buyer shall have no right to copy or reproduce in whole or part any data furnished hereunder without the prior written consent of Macrolink. Certain Macrolink Software Products are offered under the terms of a separate Software License Agreement.

9. PATENT INDEMNIFICATION — Macrolink will defend any suit or legal proceeding brought against the Buyer if it is based on a claim that any Product, or any part thereof, made to Macrolink designs by or for Macrolink and furnished to Buyer constitutes an infringement of any patents of the United States provided Macrolink is notified promptly in writing of such suit or legal proceeding and given full and complete authority, information and assistance (at Macrolink's expense) for the defense of such suit. Macrolink will pay all damages and costs awarded therein against the Buyer, but Macrolink shall not be responsible for any compromise made by the Buyer or its agents without Macrolink's consent. If such Product is held to constitute infringement and its use is finally enjoined or if in Macrolink's opinion the Product is likely to become the subject of a claim in or infringement of the United States patent, Macrolink shall have the right at it's own election and it's own expense, to either procure for Buyer the right to continue to use such Product, or part thereof, or modify it so that it becomes non infringing provided that the performance thereof is not materially adversely affected; or Macrolink shall further have the right at its election to remove such Product, or part thereof and if such Product was purchased by Buyer hereunder grant the Buyer a credit therefore, as depreciated on a straight-line basis over the lifetime of the product as established by Macrolink. Macrolink shall not have any liability to the Buyer under any provision of this paragraph for any patent infringement claim based upon the interconnection and/or use of a Product or part thereof, in combination with Products or other devices not made by Macrolink whether or not supplied hereunder, or for use in any manner for which the Product or part thereof, was not designed or created. Buyer shall hold Macrolink harmless against any expense, judgment or loss of infringement of any patent or copyright which results from Macrolink's compliance with designs, specifications or instructions furnished by Buyer. To the extent it is empowered, Macrolink agrees to pass on to the Buyer patent infringement indemnification received from Suppliers to Macrolink of Products not designed by or for Macrolink, but furnished hereunder. The foregoing states the entire liability of Macrolink with respect to infringement of patents by such Products or any part thereof.

10. WARRANTY — For a period of one (1) year for Macrolink manufactured hardware, and ninety (90) days for Macrolink developed software, commencing the date of shipment to Buyer, Macrolink warrants that it shall be free from defects in material and workmanship. Macrolink's sole liability and Buyer's sole and exclusive remedy for a breach of warranty is limited to Macrolink's repair or replacement (at Macrolink's sole options and expense), of the Product or part thereof which is returned to Macrolink's plant. Buyer shall notify Macrolink in writing of the defective product within the warranty period. Products may only be returned by Buyer when accompanied by a "Return Material Authorization" (RMA) number which is issued only by Macrolink. Freight expenses for products returned by Buyer will be prepaid by Buyer. Macrolink shall pay for shipment back to Buyer for Products repaired under warranty. For Products returned for repair and not covered under warranty, Macrolink's standard repair charges shall be applicable in addition to all shipping expenses.

Macrolink reserves the right to make changes in Products without any obligation to incorporate those changes in any Products previously delivered to Buyer.

The above warranties do not apply to Products which have been repaired or modified without Macrolink's written approval or Products subject to unusual physical or electrical stress or improper installation.

THE FORGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW STATUTORY OR OTHERWISE INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE. MACROLINK NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF ITS PRODUCTS SUPPLIED BY IT HEREUNDER. MACROLINK SHALL HAVE NO LIABILITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS.

11. CHANGES/CANCELLATIONS — Buyer may, by written notice to Macrolink, request changes to existing orders. If requests are accepted by Macrolink, the Buyer agrees to pay Macrolink any unearned discounts based upon the actual quantities of units delivered and scheduled for delivery, plus interest due at the rate of one and one-half percent (1.5%) per month (computed from the due date of each invoice issued).

12. LAW — The validity, construction and performance of these Terms and Conditions of Sale shall be governed by the laws of the State of California.

The lack of objection by Macrolink to any modifying provisions communicated by Buyer shall not be construed as an acceptance by Macrolink. The lack of enforcement, the invalidity or the unenforceability of any provision shall not affect the remaining provisions of these terms, Macrolink shall have the right to terminate any order, or to delay the shipment thereof, by reason of the Buyer's bankruptcy or insolvency, breach of any of the terms herein, assignment without advance written approval, the pendency of any proceedings against Buyer under any stature for the relief of debtors, or the failure of Buyer to meet any other reasonable requirements established by Macrolink (including acts of omission of Buyer which may delay production). Macrolink, Inc.