LYON ELECTRIC, INC.

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=2 height=90 BGCOLOR="#006666" TEXT="#080000" background="4b3a45a3.jpg"> <div> <B><IMG SRC="50a8a210.png" border=0 width="138" height="33" ALIGN="BOTTOM" HSPACE="0" VSPACE="0"></B><B> </B><FONT SIZE="3" COLOR="#0000FF" FACE="Arial" ><B> <OBJECT classid="clsid:D27CDB6E-AE6D-11cf-96B8-444553540000" codebase="http://download.macromedia.com/pub/shockwave/cabs/ flash/swflash.cab#version=5,0,0,0" width="578" height="49"> <PARAM name="movie" value="equipmenttop.swf"> <PARAM NAME="wmode" VALUE="transparent"> <PARAM name="quality" value="high"> <PARAM name="menu" value="true"> <EMBED src="equipmenttop.swf" WMODE= transparent"quality="high" menu="true" pluginspage="http://www.macromedia.com/shockwave/download/index.cgi?P1_Prod_Version=ShockwaveFlash" type="application/x-shockwave-flash" width="578" height="49"> </EMBED> </OBJECT>  </B></FONT><B>                </B><B>    </B></div> <div> </div> </td> </tr><tr> <td valign="top" width=210 BGCOLOR="#FFFFFF" TEXT="#080000" background="4b4d2b03.jpg"> <bR> <div>  <OBJECT classid="clsid:D27CDB6E-AE6D-11cf-96B8-444553540000" codebase="http://download.macromedia.com/pub/shockwave/cabs/ flash/swflash.cab#version=5,0,0,0" width="122" height="250"> <PARAM name="movie" value="followersidebar.swf"> <PARAM NAME="wmode" VALUE="transparent"> <PARAM name="quality" value="high"> <PARAM name="menu" value="true"> <EMBED src="followersidebar.swf" WMODE"transparent"quality="high" menu="true" pluginspage="http://www.macromedia.com/shockwave/download/index.cgi?P1_Prod_Version=ShockwaveFlash" type="application/x-shockwave-flash" width="122" height="250"> </EMBED> </OBJECT>  </div> <bR> <bR> <bR> </td> <td valign="top" height=390 width="100%" BGCOLOR="#FFFFFF" TEXT="#080000"> <div> LYON ELECTRIC, INC.<FONT SIZE="6" COLOR="#000000" FACE="Algerian" > <SCRIPT language="JavaScript">  </SCRIPT>  </FONT></div> <bR> <div> <B>TERMS AND CONDITIONS OF SALE</B></div> <div> 1. SCOPE. These terms of sale apply to the sales of products by Lyon Electric Company, Inc. (Seller). These terms may in some instances</div> <div> conflict with some of the terms proposed by the Buyer. Therefore, acceptance of the Buyer's order is made only on the express understanding</div> <div> that to the extent that any of these terms and conditions conflict with any terms of the Buyer's order, these terms and conditions shall govern.</div> <div> These terms shall be deemed accepted by Buyer's placing an order, accepting the goods, or tendering full or partial payment. Seller's failure to</div> <div> object to provisions contained in any communication from Buyer shall not be deemed a waiver of these terms. Any additions to or deviation from</div> <div> these terms must be proposed to Seller at its office, and must be accepted in writing by Seller before such terms will become part of the</div> <div> contract.</div> <div> 2. APPROVAL OF ORDERS. All orders and contracts must be approved and accepted by Seller at its office.</div> <div> 3. PRICE. The price to be paid by Buyer shall be that contained on Seller's price list and/or catalog at the time the order is received. Seller</div> <div> reserves the right to change prices without notice.</div> <div> 4. PAYMENT. Unless otherwise expressly agreed, no order will be accepted by Seller unless the full purchase price and all other charges</div> <div> accompany the order. If Seller agrees to sell to Buyer on open account, Buyer shall pay the full price and all charges within thirty (30) days after</div> <div> shipment of the goods by Seller.</div> <div> 5. LATE PAYMENT CHARGE. Buyer shall pay a late payment charge equal to 1.5% per month on any payment which is not paid when due.</div> <div> 6. SECURITY INTEREST. Seller shall retain a security interest in all goods, as security for the full payment of all sums owed by Buyer. Buyer</div> <div> hereby appoints Seller as Buyer's agent to sign and file any UCC-1 financing statements to evidence this security interest.</div> <div> 7. SALES TAX. Buyer shall pay any and all applicable tax or use tax, if any, plus any other applicable federal, state, or local taxes imposed on</div> <div> this sale, excluding, however, any income tax.</div> <div> 8. SELLER TO PACKAGE GOODS. Seller will package the goods for shipment within the continental United States. Buyer shall pay Seller the</div> <div> reasonable cost of packaging pursuant to Buyer's special instructions or for export.</div> <div> 9. SHIPPING. All shipments are F.O.B. point of shipment. Unless otherwise expressly agreed, shipments shall be rerouted at Seller's</div> <div> discretion. Buyer shall pay Seller the cost of shipment, including any export charges or taxes. All costs of insurance, documentations, and bank</div> <div> charges incurred in shipments shall be borne by Buyer.</div> <div> 10. RISK OF LOSS. Title and risk of loss or damage to Buyer when accepted by the carrier at point of shipment. Claims for loss or damage</div> <div> during transit or storage must be made by Buyer directly to the carrier, storage company, or insurance company, if any. Seller will insure the</div> <div> goods during shipment. Insurance charges are to be paid for by Buyer.</div> <div> 11. INSPECTION. Buyer shall promptly examine all goods upon delivery. Buyer shall notify Seller within ten (10) business days after delivery</div> <div> of any damages on account of condition, quality or grade of the goods, and Buyer must specify in detail the basis of the claim. Failure of Buyer</div> <div> to comply with these terms shall constitute acceptance of the goods and a waiver of any claims for damages.</div> <div> 12. REQUIRED AUTHORIZATION FOR RETURN OF UNUSED GOODS. Goods may be returned to Seller for credit only upon authorization</div> <div> issued by Seller, at Seller's option, subject to a restocking charge. Authorization may be sought by writing to 2765 Main Street, Chula Vista, CA</div> <div> 91911, or telephoning (619) 585-9900. All returned items must be sent to Lyon's street address, 2765 Main Street, Chula Vista, CA 91911,</div> <div> freight prepaid and no items returned will be accepted unless in a new, unused condition. No obsolete products may be returned. No special</div> <div> item of manufacturer may be returned to Seller for credit.</div> <div> 13. DISCLAIMER OF WARRANTIES.</div> <div> 13.1 GOODS ARE OFFERED AS IS AND WITH ALL FAULTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE</div> <div> GOODS IS WITH BUYER. SHOULD THE GOODS PROVE DEFECTIVE FOLLOWING THEIR PURCHASE, THE BUYER, AND NOT THE</div> <div> MANUFACTURER OR SELLER, ASSUMES THE ENTIRE COST OF ALL SERVICING REPAIRS, BUYER UNDERSTANDS THAT ALL</div> <div> EXPRESSED AND IMPLIED WARRANTIES ARE EXCLUDED FROM THIS SALE, EXCEPTING ONLY AS SPECIFIED IN SECTION 20</div> <div> BELOW.</div> <div> 13.2 SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR EXCLUSIONS OR</div> <div> LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE</div> <div> LIMITED WARRANTY CONTAINED HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH</div> <div> VARY FROM STATE TO STATE.</div> <div> 14. DISCLAIMER OF WARRANTY OF MERCHANTABILITY AND FITNESS. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR</div> <div> INTENDED OR PARTICULAR PURPOSE IS IMPLIED IN THIS SALE. BUYER UNDERSTANDS AND AGREES THAT SELLER EXPRESSLY</div> <div> REFUSES TO GUARANTEE THAT THE GOODS ARE MERCHANTABLE OR FIT FOR THE ORDINARY PURPOSES FOR WHICH SUCH</div> <div> GOODS ARE USED.</div> <div> 15. AUTHORITY OF SELLER'S AGENT. No agent, employee, or representative of the Seller has any authority to bind the Seller to any</div> <div> affirmation, representation, or warranty concerning the goods sold under this agreement, unless specifically included in writing.</div> <div> 16. REMEDIES. Buyer and Seller shall have all remedies afforded each by the California Commercial Code.</div> <div> 17. APPLICABLE LAW. The sale and any disputes arising hereunder shall be governed by the laws of the State of California. All disputes shall be resolved</div> <div> by courts in the County of San Diego, California, U.S.A.</div> <div> 18. ATTORNEY'S FEES. In the event of any dispute with respect to this sale or agreement, the party prevailing in any court resolution of such dispute shall be</div> <div> entitled to recover from the other party all reasonable attorney's fees and related costs.</div> <div> 19. ENTIRE AGREEMENT. This documentation, the order form and the current price schedule contain the entire agreement between parties, and they</div> <div> supersede all prior representations, agreements, understanding, trade practices, proposals or contracts. The word "products" and "goods" used herein mean</div> <div> one and the same thing.</div> <div> 20. LIMITED WARRANTY.</div> <div> 20.1 Certain products are purchased by Lyon Electric Company, Inc., (Lyon) from other manufacturers, for resale as purchased. The warranty on such</div> <div> products is as provided by the other manufacturer, which warranty is assigned by Lyon to Buyer.</div> <div> 20.2 As to any products manufactured by Lyon, Lyon warrants its products to be free from defects in material and workmanship for a period of ninety (90)</div> <div> days after the date of purchase by the first user of the products. Within the warranty period, Lyon will repair or replace, at its option, subject to Buyer's</div> <div> receiving from Lyon an authorization for return of the products which are returned to Lyon with shipping charges prepaid, and are determined to be</div> <div> defective upon examination by Lyon. This warranty will not apply to any product which has been subject to alteration, misuse, abuse, rough handling,</div> <div> negligence, accident or other circumstances beyond the control of Lyon.</div> </td> </tr></table></body>