ACCEPTANCE - Acknowledgment of this Purchase Order and/or the finishing of any products or services or acceptance by Seller under this Purchase Order constitute an unqualified acceptance by Seller of all terms and conditions set forth.

PACKAGING AND SHIPPING - All items shall be suitably prepared, packed, and marked for shipment. Purchaser will not allow extra charge for packing, cartage or anything else unless stated in the order.

INVOICING - Invoice promptly after delivery in duplicate showing Purchase Order number, item and part numbers as describer herein.

TAX - Federal sales, Manufacturers and Retail Excise, State and Municipal Sales and Use Taxes, when applicable, shall be billed as separate items on invoices of Seller.

WARRANTY - Seller hereby warrants that all materials or services delivered hereunder will be in strict accordance with the applications, drawings or samples specified or furnished and will be free from defects in materials, workmanship design and fabrication. This warranty shall survive acceptance and payment, and shall run to Purchaser and successors, assigns, customer and the users of this product, and shall not be deemed to be exclusive of any other warranties, expressed or implied.

DELIVERY - Time and rate of deliveries are the essence of this order. If deliveries are made in advance of the time agreed upon, Purchaser shall have the right to store or return the goods at Sellers expense. If returned, Seller shall hold them for delivery at the appropriate time. If deliveries are made later than agreed upon, Purchaser shall have the right, in addition to all other remedies, to reject, and at the Purchaser's option, return the goods so delivered and terminate the purchase contract either with respect hereto or together with the remaining installments and charge Seller with any loss thereby incurred.

TITLE AND RISK LOSS - Unless otherwise provided in this order, Seller shall have title to and bear the risk of all loss of or damage to the items purchased hereunder until they are delivered in conformity with this order at the F.O.B pint specified on the face hereof and up0on such delivery title shall pass from Seller and Seller's responsibility for loss or damage shall cease, except for loss or damage resulting from Seller's negligence or failure to comply with this order. Passing of title upon delivery shall not constitute acceptance of the items by Purchaser.

INSPECTION AND REJECTION - Purchaser's representatives shall have the right to inspect the materials ordered with respect to defective materials, Purchaser shall have the right to (a) require replacement by Seller without cost to Purchaser, or (b) correct defects at Seller's cost, or (c) return defective materials to Seller at Seller's expense, thereby terminating this order either with respect thereto or in its entirety.

INFRINGEMENT OF PATENTS - Seller represents and warrants that the materials to be furnished by Seller under this order will not infringe any United States patent, trademark, copyright, or other corresponding right and Seller will, at his own expense, defend any and all actions or proceedings against Purchaser of its customers charging infringement and will indemnify and save harmless Purchase, its customers and all persons claiming under Purchaser in case of any such infringement.

LABOR LAWS - Seller hereby certifies compliance with the applicable requirements of the Fair Labor Standards Act of 1938, as amended, and all applicable Federal State and Local laws and regulations governing wages, hours and conditions of labor. Seller agrees to include a certificate on all invoices stating that materials covered thereby were produced in compliance with the requirements of the Fair Labor Standards Act of 1938 as amended.

SPECIFICATIONS, TOOLS AND MATERIALS - Purchaser shall retain title to any designs, sketches, blueprints, drawings, patterns, models, dies, molds, tools, special appliances and materials furnished or paid for by Purchaser in connection with this order. They shall be used exclusively in the production of Purchaser's orders, kept confidential and marked as the property of Purchaser. They shall be retained by Seller, subject to disposition by Purchaser, and at the termination of this contract such property shall be returned to Purchaser, including any unused material furnished by Purchaser and all defective or spoiled materials or products which contain any secreted or patented device, unless Purchaser shall otherwise direct.

CHANGES - Where the materials to be furnished by Seller are to be specially manufactured in accordance with drawings and specifications, Purchaser may at any time, by written order and without notice to sureties, if any, make changes in the drawings and specifications. Such changes shall not permit Seller to increase the price provided for in this order unless Seller shall make written demand upon Purchaser within seven days within which either to accept such increase in price or cancel this order.

ASSIGNMENT, SUBCONTRACTING, AND INSOLVENCY - Seller shall not assign this Purchase Order in whole or in part by written or telegraphic notice in the event that the other becomes insolvent or makes a general assignment for the benefit of creditors of files a petition for reorganization or if a petition in bankruptcy is filed by or against the other party and is not dismissed within ten days.

SEPARABILITY OF PROVISIONS - If any clause, sentence or provision of this order by adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair, or invalidate the remainder hereof, but shall be confined in its operation to the clause, sentence, provision or part hereof directly involved in the controversy in which such judgment shall be rendered.

LABOR DISPUTES - Seller shall immediately notify Purchaser of and actual or potential labor dispute which delays or threatens to delay the timely performance of this Purchase Order and of all information relevant thereto.

PUBLICITY - Seller shall not, without the prior written consent of Purchaser, make public, by press releases, or otherwise the fact that this Purchaser order has been place with it or any details thereof.

GOVERNING LAW - This Purchaser Order shall be governed by and interpreted pursuant to the laws of the State of Utah.

Rev 3-05