All sales made by Berkeley Communications Corporation ('Seller') to the issuer of a purchase order ('Buyer') are made pursuant to the following terms and conditions ('Agreement'):

1. Acceptance: These terms of sale apply to all quotations made and sales orders entered into by the Seller. Seller's acceptance is conditional on Buyer's assent to these terms in lieu of those in Buyer's purchase order that are inconsistent with or in addition to these terms will be deemed stricken. Any changes in these terms must be agreed in writing by an officer of Seller before becoming binding. All orders or contracts must be approved and accepted by Seller at its corporate office. These terms will be applicable whether or not they are enclosed with the products sold hereunder.

2. Shipment: Products will be shipped FOB Emeryville, California, USA. Unless otherwise specified the products will be shipped in Seller's standard commercial packaging.

3. Passage of Title and Risk of Loss: All sales are made EX Works point of origin (INCOTERMS 2000) at which point title and risk of loss passes to Buyer, and Seller's liability at delivery ceases.

4. Delivery: Shipping dates are approximate. In no event will Seller be liable for any re-procurement costs, delay or non-delivery or any other failure to perform an obligation due to circumstances beyond Seller's control. In the event of any such delay, the data of delivery or other performance will be at the request of Seller be extended for a reasonable period. In the event Seller's production is curtailed for reason beyond its reasonable control so that Seller cannot deliver the full amount released hereunder, Seller may allocate production deliveries among its various customers then under contract for a similar products. The allocation will be made in a commercially fair and reasonable manner. When an allocation has been made, Buyer will be notified of the estimated quota made available.

5. Payment Terms: Unless specified, all invoices are payable thirty (30) days from date of invoice subject to credit approval of the Buyer by Seller. No discounts are authorized. Amounts past due will incur interest at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. Seller may at any time require that shipment be made on a cash-with-ordered basis or an irrevocable letter of credit.

6. Security Interest: Seller reserves, and Buyer hereby grants to Seller a security interest in the products, and all proceeds from any sale thereof, sold to the extent of invoice amount. Buyer agrees to promptly execute any documents requested by Seller in order to perfect and protect such security interest.

7. Taxes: Any present or future sales, revenue, excise, withholding, or other tax, duties, fees or charges of any nature imposed by any public authority, applicable to the transaction will be added to the purchase price and will be paid by buyer, or in lieu thereof, Buyer will provide Seller with an exemption certificate acceptable to the taxing authority.

8. Third Party Equipment Warranty: The warranty and other terms and conditions of sale applicable to other vendor or third party equipment purchased through Seller when available shall be transferred to the Buyer.

9. Disclaimer: THE WARRANTIES SET FORTH IN THIS SECTION, ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF PURPOSE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, WITH A CLAIM BY REASON OF BREACH OF WARRANTY OR BASED ON CONTRACT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER THE SELLER HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE SELLER LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY THE SELLER FROM THE BUYER.

10. Product Changes: Seller reserves the right to make substitutions, modifications and improvement to the products, provided that such substitutions, modifications or improvements shall not materially affect performance of the products.

11. Breach of Agreement: Seller reserves the right to declare all sums immediately due and payable and to cancel any order or shipment, without liability to Buyer, in the event that Buyer is in breach of a material obligation hereunder, including but not limited to failure to comply with credit terms. If Buyer is in breach, Buyer shall remain liable for all unpaid sums and reimburse Seller for all damages suffered or incurred by Seller as a result of Buyer's breach. The remedies provided herein will be in addition to all other legal means and remedies available to Seller.

12. Termination: Either party may terminate this Agreement if either files or has filed against it a petition in bankruptcy or otherwise for the protection of debtor, makes an assignment of benefit of creditors, has trustee or receive appointed for all or substantial all of its assists, ceases to conduct business in the normal course or otherwise takes or has taken against it an action of a similar nature.

13. General: Failure of Seller to enforce at any time any of the provision hereof will not be construed to be a waiver of the right of Seller thereafter to enforce any such provisions. Buyer will not assign this Agreement or any portion hereof without the prior written consent of Seller, and any such attempt at assignment will be void. Seller will be entitled to assign all or any portion of the Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America. The United Nations Convention of the International Sale of Products will not apply. Any suit hereunder will be brought solely in the federal or state courts in the Northern District of California, and Buyer hereby submits to the personal jurisdiction thereof. Buyer acknowledges that all or part of the products purchased hereunder may be manufactured and or assembled at any of Seller's or it's subcontractor's facilities, domestic or foreign. Unless otherwise agreed in writing signed by both Buyer and Seller, Seller will retain title to and possession of all tooling of any kind used in the production of products furnished hereunder. Buyer, by accepting these products, certifies that it will not export or re-export the products furnished hereunder unless it complies fully with all laws and regulation of the United States relating to such export or re-export. No modification to this Agreement, nor any waiver of any right, shall be effective unless agreed to in writing by both parties. If any portion of this Agreement, is held invalid, the parties agree that such invalidity shall not affect validity of the remaining portion of this Agreement, and the parties shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximate its terms. This Agreement supersedes all proposals, oral or written, all negotiations, conversations or discussion between the parties relating to the Agreements and past course of dealing or industry custom. Buyer represents and agrees that it has not relied on any representation or warranty other than those contained herein in entering into this Agreement. The terms and conditions of this Agreement contain the entire understanding and agreement of the parties respect to the subject matter hereof.