GENERAL INTERPRETATION AND COMPLETENESS: This Agreement is deemed made in the state of Washington and shall in all respects be interpreted enforced and governed by and under the uniform Commercial Code and other laws of Washington applicable to instruments, persons and transactions which have legal contacts and relationships solely within the State of Washington and the laws of the United States of America. By accepting this agreement, the parties consent that the courts in the State of Washington shall have the exclusive jurisdiction over the disputes arising from this agreement. The entire agreement and final understanding pertaining to the sale to Buyer of the Products described herein in Lightel ("Seller") is set forth on the face hereof and supersedes and terminates any and all prior and/or contemporaneous negotiations, discussions, offers, understandings, agreements and/or representations, oral or written, express or implied relating in any way to the subject matter hereof. This Agreement may not be altered, amended, modified or otherwise changed in any way except by a written instrument, which specifically identifies the intended alteration, amendment, modification or other change and clearly expresses the intention to so change this Agreement. Seller hereby rejects any different or additional terms previously or hereafter proposed by Buyer, none of which shall be effective. Acceptance by Buyer is limited to the terms and conditions of this Agreement. Neither Seller's performance nor delivery shall be deemed or constituted as acceptance of Buyer's additional or different terms and conditions, Buyer acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties and representations specifically set forth herein.

1. SHIPPING, TITLE, RISK OF LOSS, INSURANCE: All shipments will be made F.O.B. Seller's facility. Title to each shipment of Products sold hereunder and risk of loss thereon shall pass to Buyer when Seller or its agent delivers such shipment to a common carrier or licensed trucker consigned to Buyer, or his agent, such shipment shall remain subject to Seller's rights of stoppage in transit and or reclamation. If a strike, embargo, governmental action, or any other cause beyond Seller's control prevents shipment or delivered to Buyer or his agent, or if shipping instructions for any shipment are not received before shipment date, or if payment is to be made on or before delivery, title and risk of loss shall pass to Buyer as soon as the shipment has been set aside by Seller and invoices to Buyer (subject to Seller's rights as an unpaid Seller) and payment shall be made in accordance with invoice as though the Products had been shipped and accepted by Buyer and Seller shall be under no duty to carry insurance thereof.

2. ACCEPTANCE: Buyer or Buyer's agent may inspect the Products at the place of manufacture. Buyer shall accept any tender of the Products by Seller which substantially conform to the description of the Products set forth herein. Buyer shall be deemed to have accepted any Product and Buyer's right to cancel, reject or claim any damages for breach of Seller's obligation under this Agreement shall cease within thirty (30) days of shipping thereof unless notice of defect is received as described below and the defective Products are returned to Seller within sixty (60) days of shipping. Buyer must give Seller notice of defect in writing within thirty (30) days after shipping date. In the case of non-conforming Products, Buyer shall immediately notify Seller whether or not Buyer will continue to accept similarly non-conforming Products and acceptance of any non-conforming Products shall constitute a wavier by Buyer of specification requirement for said Products. In the event of discovery of a defective Product, at Seller's option, Seller will either (a) exchange such Product for a new one of the same type or (b) terminate the order (and repay the purchase price the Buyer has already paid). The remedies described in (a) and (b) above shall be Buyer's sole and exclusive remedies for cancellation, rejection or claim of breach for defective Product. In any event, when the Product shall have been altered from its original state, Buyer shall be deemed to have accepted the Product. Buyer's acceptance of Products tendered under this Agreement shall be final and irrevocable.

3.DELIVERY: The carrier will be selected by Seller in the absence of specific instructions by Buyer or if Seller believes Buyer's instructions are unsuitable; however, Seller will not assume any liability in connection with the selection of the carrier. The carrier will not be deemed to be an agent of Seller. Seller shall not be liable, directly or indirectly, for any delay or failure in performance or delivery or inability to perform or deliver. Further, Seller will not be liable for any failure or delay in performance or delivery made under this Agreement where such delay, failure or inability in whole or in part, directly or indirectly, arises or results from any cause beyond Seller's control or beyond the control of Seller's suppliers or contractors, including, but not limited to, unavailability of necessary utilities or raw materials, unavailability of components, or act of God. In the event of any such delay of failure in performance, Seller shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances; and Seller shall also have the right, to the extent necessary in Seller's reasonable judgment, to allocate among its various customers in such manner as Seller may consider equitable, in Seller's sole discretion, the Products then available for delivery. If, as a result of any such contingency, Seller is unable to perform, such obligations shall be deemed terminated without liability to either party, but shall remain in effect as to the unaffected portion of the Agreement, if any.

4. SELLER'S LIABILITY: If Buyer timely notifies Seller under the terms of a claimed defect, Buyer shall concurrently in writing offer Seller opportunity to investigate the claim and to inspect allegedly defective Products. If Seller determines that Buyer's claim is valid, Seller may repair the defective Products or replace the defective Products with conforming Products at the F.O.B. point specified in this Agreement. Failure to offer Seller such opportunity shall constitute acceptance by Buyer and waiver of all claims for defects.

Replacement of shall constitute defective Products or repayment of the purchase price for any such Product will be made only upon return of the defective Product. Seller shall not be liable for damages relating to any instrument, equipment, or apparatus with which the Product sold under this Agreement is used. No Action by Buyer may be brought at any time which is more than twelve (12) months after the facts occurred upon which the cause of action arose.

5.SELLER'S REMEDIES: If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refused to accept deliveries of, any of the Products sold under this Agreement, or is otherwise in default under or repudiates this Agreement or any other contract with Seller or fails to pay when due any invoice under this Agreement, this in addition to any and all remedies allowed by law, Seller without notice (i) may bill and declare due and payable all undelivered Products under this or any other contract between Seller and Buyer and/or (ii) may defer shipment under this or any other contract between Buyer and Seller until such default, breach or repudiation is removed and/or (iii) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages).

Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.

6. Consequential damages: in no event, including but not limited to delay in performance, breach of warranty or other breach of seller's obligation under this agreement, will seller be liable for any indirect, incidental, special or consequential damages, including but not limited to loss of anticipated profits or benefits, even if seller has been informed of the possibility thereof in advance. In no case will seller's aggregate liability to buyer be greater than the purchase price paid by buyer to seller for the products which are the subject of buyer's claim.

7. PACKING: All Products shall be suitably packed for air shipment, unless otherwise requested by Buyer and agreed to in writing by Seller.

8. WARRANTY: All Seller Products are warranted to be free from defects in workmanship and material ("Nonconformity" ) for a period of one (1) year from date of shipment. This warranty does not apply to Products which Seller determines, upon inspection, have failed, become defective or unworkable due to, misuse, alteration, negligence, improper installation, use which is not in accordance with the information and precautions described in the applicable operating manual, or other causes beyond Seller's control. Except for the foregoing warranty, seller specifically disclaims and excludes all other warranties, express or implied, including implied warranties or non infringement, merchantability or fitness for a particular purpose. Buyer shall notify Seller of any Nonconformity during the warranty period, obtain a return authorization for the nonconforming Products, and return the nonconforming Products, to Seller's designated facility along with a written statement describing the Nonconformity. Seller's sole and exclusive obligation under this warranty is to use reasonable commercial efforts, at Seller's option, to repair, replace or refund the purchase price for any Products which are returned to Seller as set forth above and which are, after examination by Seller, determined in Seller's reasonable discretion to be nonconforming. In-warranty repair or replacement Products are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced Products or components; however the warranty period does not include the time period between when Seller receives the nonconforming Products and when seller returns the repaired or replacement Products to Buyer. Buyer agrees that the foregoing provisions constitute the sole and exclusive remedies available to Buyer for breach of warranty by Seller with respect to the Products. If Buyer furnishes specifications to Seller, Buyer agrees to hold Seller harmless against any claim, which arises out of compliance with the specifications. Any description of the Products contained in this Agreement is for the sole purpose of identifying them, and any such description is no part of the basis of the bargain and does not constitute a warranty that the Products shall conform to that description. Any sample or model used in connection with this Agreement is for illustrative purposes only, is not part of the bargain, and is not to be construed as a warranty that the goods will conform to the sample or model. No affirmation of fact or promise made by Seller, whether or not In this Agreement, shall constitute a warranty that that the Products will conform to the affirmation or promise.

9. ASSIGNMENT: This Agreement and Buyer's rights thereunder may not be assigned by Buyer except with the prior written approval of Seller. This Agreement will bind and insure to the benefit of Buyer's and Buyer's respective successors and permitted assigns.

10.WAIVER: No term or provision hereof will be considered waived by Seller, and no breach of such term or provision excused by Seller, unless such waiver or consent is in writing signed on behalf of seller. No consent by Seller, or waiver of, a breach by Buyer of any term of provision, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by Buyer of any term or provision and such term or provision, as well as all other terms and provisions of this Agreement, shall remain in full force and effect.

11.EXPORT: Buyer acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including Seller's Products. Buyer agrees to comply with the applicable export laws or regulations of the United States or foreign governments.