PURCHASE ORDER (TERMS)

This Purchase Order is neither an expression of acceptance of any offer made to Buyer by Seller nor a confirmation of any contract between Buyer and Seller. This purchase order is an offer to the Seller to contract on the terms set forth herein, and such offer expressly limits acceptance by Seller to the terms set forth herein. Any additional or different terms proposed by Seller are specifically rejected, unless otherwise expressly agreed to in a writing signed by an authorized representative of Buyer.

Terms of Purchase Order

1. Acceptance

Commencement of performance pursuant to this Purchase Order constitutes acceptance hereof by Seller. If specified delivery dates cannot be met, Seller shall notify Buyer promptly of Seller's best alternative proposed delivery date, which Buyer may accept or reject. The terms of this Purchase Order may not be modified, superseded or amended except in a writing signed by an authorized representative of Buyer. Each shipment received by Buyer shall only be upon the terms of this Purchase Order, notwithstanding any terms contained in any quotation, acknowledgment, invoice or other form of Seller, or Buyer's acceptance of, or payment for, any shipment or any other act.

2. Deliveries, Time

Time is of the essence of this Purchase Order. If delivery of the Goods is delayed beyond the time indicated herein for any reason including, without limitation, Seller's insolvency, bankruptcy or assignment for the benefit of creditors, Buyer reserves the right without liability (in addition to its other rights and remedies) to cancel this order by written or facsimile notice, or verbal notice confirmed in writing (which notice shall be effective when received by or communicated to Seller) as to any of the Goods not shipped, to purchase substitute Goods elsewhere, and to charge Seller with any loss incurred. Unless otherwise specifically agreed to by Buyer, any provision for delivery of the Goods in installments shall not be construed as making the obligations of Seller severable. Shipment shall be properly packed and shipped only by licensed carrier over the least expensive route, unless otherwise instructed. Shipments F.O.B. Seller's plant shall be released at a declared valuation of the true replacement value, and in no event shall such declared valuation exceed the maximum permitted under the carrier's least expensive rate schedule applicable to Goods constituting such shipment. Seller shall notify Buyer at the time of shipping of the Goods, together with a copy of the bill of lading or shipping document and the packing list applicable hereto. All such documents and correspondence shall refer to Buyer's Purchase Order number. Packing lists must bear a complete description of the Goods shipped.

3. Price and Payment

Prices or billing amounts shall not exceed the prices stated on the Purchase Order without the prior written consent of Buyer. The prices stated include packing, crating and transportation F.O.B. point shown. Seller agrees that any price reduction applicable to the ordered Goods subsequent to the order date but prior to delivery will be applicable to this Purchase Order. Seller shall mail the invoice for the Goods to Buyer. The cash discount period will date from Buyer's receipt of the ordered goods or from the date of the invoice, whichever is later. Buyer reserves the right to refuse any shipments sent C.O.D. and to dishonor any draft, and all Goods attendant therewith are at Seller's risk. Except for charges to taxes as provided herein below, Buyer will not be responsible for any charge not shown on the face of this Purchase Order without Buyer's prior written consent to such charges in advance.

4. Termination

Buyer may, at any time, terminate this Purchase Order for its convenience, in whole or in part, by written notice or verbal notice confirmed in writing to Seller. If so terminated, any claim of Seller shall be settled on the basis of and limited to the reasonable cost incurred by Seller prior to Buyer's notice.

5. Intellectual Property Rights

Seller warrants that the Goods do not infringe upon or constitute an unauthorized use of any patent, trade secret, copyright or other intellectual property right, and Seller agrees to defend at Seller's expense, all claims, suits, actions or proceedings, in law or equity, against Buyer, its successors, assigns, customers and users of any of the Goods or actual or alleged infringement or unauthorized use of any such patent, copyright, trade secret or other intellectual property right resulting from or arising out of the sale of the Goods. Buyer further agrees to pay and discharge any and all judgments, decrees, penalties and settlements which may be rendered or reached in any and all such claims, suits, actions or proceedings against the Buyer, its successors, assigns, customers and users.

6. Quality Assurance

Seller warrants that the Goods delivered pursuant to this Purchase Order shall be of good materials and workmanship, free from defects, and shall conform to the specifications, drawings or samples specified or furnished to Buyer. This warranty shall survive any inspection, delivery, acceptance or payment by Buyer. Seller also warrants that all Goods delivered hereunder shall be merchantable and fit for their intended purpose.

7. Defective Goods

If any of the Goods fail to comply with any term of this Purchase Order, Seller shall promptly correct such discrepancy or replace such Goods at Seller's expense following notice of such discrepancy from Buyer. If Seller shall fail to so act within five (5) days of such notice, Buyer may cancel this Purchase Order as to all such Goods by giving Seller notice, and in addition to its rights and remedies hereunder and at law and equity, Buyer may, at its option, cancel the then remaining balance of this Purchase Order by notice and as to all or any part of the Goods, purchase substitute Goods elsewhere and charge Seller with any loss incurred. After notice to Seller of a discrepancy, all such Goods will be held at Seller's risk until the discrepancy is corrected or such Goods are returned to Seller. Buyer may, and at Seller's direction shall, return such Goods to Seller at Seller's risk, and all transportation charges, both to and from the original destination, shall be paid by Seller. Any payment made by Buyer for such Goods shall be refunded by Seller, unless Seller promptly corrects the discrepancy or replaces the Goods at Seller's expense.

8. Excess Goods

Except for quantities of Goods in excess of those ordered constituting customary quantity variations common to the trade or industry, any quantity of Goods in excess of the amount ordered need not be accepted, and such excess goods may be received, held and returned to Seller by Buyer at Seller's risk and expense.

9. Inspection and Acceptance

All Goods are subject to Buyer's inspection, testing and approval, both at Seller's plant and at Buyer's point of destination. Buyer reserves the right to reject and refuse acceptance of any Goods which do not comply with all the terms of this Purchase Order. Acceptance, payment, use or resale of the Goods by Buyer shall not release Seller of any Seller's obligations, representations or warranties here under. Payment for any Goods shall not be deemed an acceptance thereof.

10. Fabrication and Material Commitment

Buyer shall not be responsible for any of Seller's commitments for materials or fabrication in advance of the time necessary to meet delivery dates specified herein unless agreed to by Buyer in writing in advance.

11. Compliance with Law

Seller shall comply with the provisions of all applicable federal, state and local laws, regulations, rules and ordinances applicable to this Purchase Order and purchased Goods including, without limitation, any fair labor standards or statutes and any statute or regulation regulating occupational safety and health. Seller shall, following Buyer's reasonable request, certify such compliance to Buyer in writing.

12. Buyer's Property

Unless otherwise agreed in writing, all drawings, specifications, tools, dies, molds, jigs, patterns, machinery, fixtures, equipment, software and any other property furnished to Seller by Buyer or paid for by Buyer for use in the performance of this Purchase Order shall be and remain the sole property of Buyer, subject to removal upon Buyer's instruction, used only in filling orders from Buyer, held at Seller's risk, and kept insured by Seller while in Seller's custody or control. The insurance shall be in an amount equal to the replacement cost thereof, the loss payable to Buyer.

13. Taxes

Except as otherwise provided, the prices stated do not include sales, use, excise or similar taxes applicable to the sale of Goods. All such taxes and charges shall be shown separately on Seller's invoice.

14. Assignment

Seller shall not delegate any duties nor assign any rights or claims under this Purchase Order without the express prior written consent of Buyer. Any assignment or delegation made without Buyer's consent shall be null and void.

15. Remedies

No remedy provided herein shall be deemed exclusive of any other remedy available at law or equity. All claims for monies due or to become due from Buyer shall be subject to deduction by Buyer for set off or counterclaim arising out of this or any other of Buyer's Purchase Orders to Seller.

16. Governing Law

This Purchase Order and the acceptance of it shall, as provided herein, constitute a contract made in, and to be governed in all respects by the laws of the state of California.

17. Notices

Any notice required or otherwise given pursuant to this Purchase Order shall be in writing and shall be hand delivered, mailed certified mail, return receipt requested, postage prepaid or by recognized delivery service. Any notice to Buyer shall be addressed as follows: RITSnet Purchasing, RITSnet, Inc., 39899 Balentine Dr. Suite 138, Newark, CA 94560. Any notices to Seller shall be directed to the address of Seller shown on the reverse side of this Purchase Order.