ENGINEERED = SOLUTIONS TERMS AND CONDITIONS OF PURCHASE

1. Scope and=20 Acceptance. =20 Unless Supplier and Engineered Solutions, = Inc. ("ES")=20 have entered into a separate written agreement (e.g., a Global Supply=20 Agreement), signed by both parties, that governs the purchase by ES and = sale by=20 Supplier of goods and services, then ES=92 offer to purchase goods = and/or services=20 from Supplier (collectively, "Items") can only be accepted by Supplier = upon=20 these Terms and Conditions of Purchase, which become the agreement = ("Agreement")=20 between Supplier and ES for the purchase of such Items. Supplier = may=20 accept these Terms and Conditions of Purchase by indicating acceptance, = in=20 writing or electronically, of ES=92 order to Supplier for Item(s); OR by = the=20 commencement of performance. No change, additional or modified = term, or=20 revision to this Agreement will be effective unless set forth in writing = and=20 signed by a duly authorized representative of ES.

2. Proprietary = Information and=20 Prohibited Activities. A. General. = ES=92 =93Proprietary Information=94 = means all=20 information obtained by, disclosed to, or developed by Supplier and that = is=20 based on, incorporates, constitutes, or is derived from any of the = following:=20 (i) samples, schematics, drawings, designs,=20 specifications, manuals, forecasts and other technical, business, = financial or=20 trade secret information obtained from or through ES, and (ii) all other = proprietary and confidential information (including the terms and = existence of=20 this Agreement) provided to Supplier by ES or obtained by Supplier from = ES=92=20 databases or systems during the term of, or in connection with the = performance=20 of, this Agreement. ES grants to Supplier the right to use the = Proprietary=20 Information solely for the purpose of providing Items to ES. = Supplier will=20 not disclose, discuss or use any Proprietary Information for any other = purpose=20 including, without limitation: (1) reverse engineering the Items; (2) = issuing=20 any press releases, advertising, making public statements or in any way = engage=20 in any other form of public disclosure; (3) developing, designing,=20 manufacturing, engineering, refurbishing, selling or offering for sale, = any=20 Items, or parts or components of Items, including derivatives, = improvements or=20 equivalents thereof; or (4) assisting any third party in any manner to = perform=20 such activity. Proprietary Information shall be clearly marked by = Supplier=20 as Engineered Solutions Confidential. Supplier shall use = reasonable care=20 to protect confidentiality of the Proprietary Information, and in any = event,=20 Supplier shall use at least that degree of care that Supplier uses to = protect=20 its own similar information. If Supplier determines that it must = consult=20 third parties for the purposes of providing Items to ES, then Supplier = shall=20 ensure that such third parties have entered into an agreement with = Supplier that=20 protects ES=92 interests in the same manner as set forth in this = Agreement, and=20 Supplier shall be responsible and liable for such third parties=92 = compliance with=20 the terms of this Agreement. Upon request, Supplier shall make = such=20 agreements available to ES.

B. =20 Further Information. On request, and in any event, upon = termination=20 of this Agreement, Supplier will return all Proprietary Information to = ES, and=20 will in addition, provide to ES current and complete specifications, = designs and=20 drawings for each Item produced for ES, and any other information that = is based=20 on or incorporates ES=92 Proprietary Information or its patents, = copyrights or=20 trade or service marks. All such information shall be the sole = property of=20 ES.

C. Prohibited=20 Activities. Except for=20 delivery of Items to ES, Supplier will not reverse engineer, develop, = design,=20 manufacture, refurbish, sell or offer for sale any Items about which = Supplier=20 has received or obtained Proprietary Information or assist any third = party to=20 perform any of such activities.

D. =20 Equitable Relief. Supplier agrees that ES would suffer = irreparable=20 harm for which monetary damages are an inadequate remedy, and that = equitable=20 relief is appropriate, if Supplier were to breach or threaten to breach = any=20 obligations in this Section.

3. Warranty. =20 A. General. Supplier warrants that, for a = period of 24=20 months after delivery to ES, all Items shall be free from defects in = design,=20 workmanship, material, and manufacture; shall be of merchantable quality = and be=20 fit and suitable for the purpose intended by ES; all Items shall comply = with the=20 requirements of this Agreement, including any of ES=92 specifications, = drawings or=20 samples; all Items shall consist of new (not used or recycled) material; = ES=20 shall acquire good and marketable title to all Items, free and clear of = all=20 liens, claims and encumbrances;=20 and all services shall be performed in a workmanlike and professional = manner in=20 accordance with the highest industry standards. The=20 foregoing warranties are in addition to all other warranties, express or = implied, and survive delivery, inspection, acceptance, or payment by ES. =

B. =20 Infringement. Supplier warrants that all Items, the sale of = Items=20 by Supplier, and the use and sale of Items by ES are and will be free = from=20 liability for infringement of, or claim of royalties for, patent rights, = copyright, trademark, trade secrets or confidential or proprietary = intellectual=20 property rights, mechanic=92s liens and other encumbrances of any person = or entity=20 (collectively =93Rights and Encumbrances=94).

C. =20 Remedies. If an Item does not meet its warranty = requirements, then=20 in addition to remedies available under applicable law, ES may, at its = option,=20 require Supplier to replace the Item or repair the Item; return the Item = to=20 Supplier and recover the purchase price; correct the Item itself and = charge=20 Supplier the reasonable cost of correction; or return the Item to = Supplier,=20 purchase a comparable Item in the open market, and charge Supplier with = any=20 reasonable cost differential (including expedited manufacturing and = delivery=20 charges, if applicable).

4. =20 Inspection. Items are=20 subject to inspection and test by ES at all times and places, including = during=20 the period of manufacture, and in any event, at any time prior to final=20 acceptance. Items are not accepted by reason of any preliminary = inspection=20 or payment of any invoice. If rejected or required to be = corrected, Items=20 shall be either replaced or corrected by and at the expense of Supplier = as=20 directed by ES

5.=20 Product Obsolesce. = As=20 soon as Supplier becomes aware of product obsolescence, the supplier = shall=20 inform ES Purchasing department. Stability of ongoing supply based on = minimum=20 180 days future supply is required.

6. =20 Disclaimer and Limitation of Liability for Damages. In no event shall ES be liable TO = SUPPLIER OR=20 TO ANY OTHER PERSON OR ENTITY UNDER any equity, COMMON LAW, tort, = CONTRACT,=20 ESTOPPEL, negligence, STRICT LIABILITY, OR OTHER THEORY, for any = special,=20 indirect, incidental, PUNITIVE, consequential or contingent damages, or = any=20 damages resulting from LOSS OF SALE, BUSINESS, PROFITS, DATA, = OPPORTUNITY OR=20 GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF = THEIR=20 ESSENTIAL PURPOSE, and even if ES has been advised of the possibility of = such=20 Damages.

7. Intellectual=20 Property Rights and Licenses. =20 A. = Transfer to=20 ES. As partial consideration for this Agreement, any rights = arising=20 under patent, copyright, trade secret, trademark, mask works, moral = rights, or=20 other intellectual property rights in any jurisdiction (collectively, = =93IP=20 Rights=94), that are created, conceived, made or reduced to practice by = or for=20 Supplier and that are related to Items, are hereby irrevocably assigned = and=20 transferred to ES by Supplier, and Supplier shall cause its employees, = agents,=20 contractors and sub-tier suppliers (regardless whether they sell = directly to=20 Supplier) to also assign and transfer all such IP Rights to ES unless = such IP=20 Rights (a) were developed independent of, and do not contain or reflect = the=20 assistance (financial or otherwise), collaboration, input, involvement,=20 development efforts, or creative or inventive contribution of ES or ES=20 employees, consultants, contractors or other suppliers, and (b) do not = reflect=20 or rely upon ES=92 Proprietary Information, and are not an improvement,=20 enhancement, modification, or derivative work of any IP Right belonging = to ES or=20 transferred to ES by this Section.

B. License to = ES. =20 If any Item incorporates or relies upon any IP Rights created, = conceived, made=20 or reduced to practice by or for Supplier=20 that are not transferred to ES by this Section (collectively =93Supplier = IP=20 Rights=94), then Supplier, as partial consideration for this Agreement, = grants to=20 ES an irrevocable, non-exclusive, paid-up, world-wide right and license, = with=20 rights of sublicense, to use, distribute, import, improve, sell and have = sold=20 such Supplier IP Rights as is necessary for ES to fully exploit the = Items. =20 ES shall also be entitled to grant licenses to its customers to use such = Supplier IP Rights as related to the operation of ES=92 products. =20

C. =20 No Unauthorized Modification of ES IP Rights. Supplier = shall not=20 (and shall cause its employees, agents, contractors and sub-tier = suppliers not=20 to) improve, enhance, or modify IP Rights of ES without ES=92 prior = written=20 consent; if such an = improvement,=20 enhancement, or modification is nevertheless made, Supplier hereby = irrevocably=20 assigns and transfers to ES, and Supplier shall cause its employees, = agents,=20 contractors, and sub-tier suppliers (regardless whether they sell = directly to=20 Supplier) to also assign and transfer to ES, all IP Rights in each such=20 improvement, enhancement, or modification. If any of the foregoing = transfers and assignments are to any extent ineffective, Supplier shall = grant to=20 ES an irrevocable, non-exclusive, paid-up world-wide right and license = with=20 rights of sublicense, to use, distribute, import, improve, sell and have = sold,=20 and make and have made such modifications to ES=92 IP Rights.

8. Responsibility for = Goods;=20 Risk of Loss. =20 Notwithstanding any prior = inspections,=20 Supplier bears all risks of loss, damage, or destruction to Items until = final=20 acceptance by ES at ES=92 delivery destination. Supplier bears all = such=20 risks with respect to any Items: (a) rejected by ES; or (b) required to = be=20 corrected; provided, however, that ES shall be responsible for loss = occasioned=20 solely by the gross negligence of ES=92 employees acting within the = scope of their=20 employment. Items shall be shipped to ES by Supplier in accordance = with=20 the terms of this Agreement.

9. Duty = Drawback. =20 Supplier=20 will provide ES with U.S. Customs entry data and information and = receipts for=20 duties paid as ES determines necessary for ES to qualify for duty=20 drawback. At the time of delivery of the Items, but in no event = later than=20 thirty (30) days after each calendar quarter, Supplier will provide said = documents accompanied by a completed Certificate of Delivery of Imported = Merchandise or Certificate of Manufacture and Delivery of Imported = Merchandise=20 (Customs Form 331) as promulgated pursuant to 19 CFR 191, or = successor =20 regulations.

10. = Cancellation. A. General. = ES may cancel this Agreement in whole = or in part=20 by written or electronic notice, if Supplier: (1) fails to deliver Items = in=20 accordance with specified delivery times, Item requirements or other=20 specifications; (2) fails to replace or correct defective Items as ES = requires;=20 (3) fails to comply strictly with any provision of or repudiates or=20 anticipatorily repudiates this Agreement; (4) becomes insolvent, files a = petition for relief under any bankruptcy, insolvency or similar law, = makes an=20 assignment for the benefit of its creditors, or takes any action for (or = in=20 anticipation of) any of the foregoing or (5) there is a material change = in=20 control or ownership of Supplier=92s business.

B. = Upon=20 Cancellation. Upon cancellation pursuant to this Section, = Supplier=20 shall: (1) supply any portion of the Items for which this Agreement is = not=20 cancelled; (2) be liable for additional costs, if any, for the purchase = of=20 similar goods and services to cover such default; and (3) at ES=92 = request,=20 transfer title and deliver to ES: (a) any completed Items, (b) any = partially=20 completed Items and (c) all unique materials and tooling. Prices = for=20 partially completed Items and unique materials shall be negotiated, but = in no=20 event shall they exceed the price set forth herein. ES=92 rights = and=20 remedies as described herein are in addition to any other rights and = remedies=20 provided at law or in equity.

11. =20 Indemnity by Supplier. =20 Supplier shall defend, indemnify and hold harmless ES (and its officers, = directors, agents and representatives) from and against any and all = claims,=20 suits, losses, penalties, damages (whether actual, punitive, = consequential or=20 otherwise) and associated costs and expenses (including attorney's fees, = expert's fees, and costs of investigation) and all liabilities that are = caused=20 in whole or in part by: (a) any actual or alleged infringement of any = Rights and=20 Encumbrances; (b) any breach by Supplier of this Agreement; (c) any = negligent,=20 grossly negligent or intentional act, error or omission by Supplier, its = employees, officers, agents or representatives in the performance of = this=20 Agreement; or (d) any claims that are for, in the nature of, or that = arise under=20 warranty, strict liability or products liability with respect to or in=20 connection with the Items.

12. Force Majeure. A failure by either party to perform = due to=20 causes beyond the control of and without the fault or negligence of such = party=20 is deemed excusable during the period in which such cause of failure=20 continues. Such causes may include acts of God, or the public = enemy, acts=20 of Government (in sovereign or contractual capacity), fire, flood, = epidemic,=20 strike, freight embargo and unusually severe weather. When = Supplier=20 becomes aware of any actual or potential force majeure=20 condition, Supplier shall immediately notify ES of the condition. =20

13. =20 Shipping and Delivery.=20 Time is of the essence. No partial delivery or delivery of = added=20 quantities shall be made unless ES has given prior written = consent. All=20 prices for Items shown in this Agreement shall be deemed to include any = fees or=20 costs related to handling, packaging, crating, export , shipping or = other=20 related delivery expenses unless otherwise set forth in this Agreement. = For=20 shipments designated Prepaid in this Agreement, all delivery costs and = expenses (other=20 than insurance) shall be specified as =93Freight =96 Third Party Bill=94 = on bills of=20 lading or shipping receipts, to be paid by ES. Unless specifically = approved by ES in advance in writing, ES shall not be responsible for = delivery=20 costs and expenses (i) for a service level = (ground,=20 air, second-day, next-day) that exceeds the = authorized=20 shipping service level; (ii) incurred in connection with the = transportation=20 of Items between Supplier and a sub-tier supplier or any other = supplier. =20 ES may recover and offset or adjust payment for those delivery costs and = expenses that ES incurs, and for which ES is not responsible under this=20 Section.

14. =20 Termination for Convenience. ES=20 may terminate this Agreement for its convenience in whole or in part at = any time=20 by written or electronic notice. Upon such termination, Supplier = shall, to=20 the extent practicable and at the time specified by ES, stop work and = terminate=20 outstanding orders under the Agreement, protect all property in which ES = has or=20 may acquire an interest, and transfer title and make delivery to ES of = all=20 Items, materials or other property held or acquired by Supplier in = connection=20 with the terminated portion of this Agreement. ES=92 maximum = liability for=20 Items related to such termination shall be a pro-rata amount of the = total=20 Agreement price, less advances or other payments, based upon the price = for Items=20 delivered or completed prior to termination, and the actual costs = (including a=20 reasonable profit) for work in process incurred by Supplier which are = allocable=20 to the terminated portion of this Agreement. ES shall have no liability = at law=20 or in equity under this Section unless Supplier submits a detailed claim = to ES=20 within six months after ES=92 notice of termination. =

15. Change=20 Orders. By=20 written notice, ES may suspend performance under this Agreement, change = the=20 quantities of Items, extend or shorten delivery requirements or make = other=20 changes within the general scope of this Agreement, including without=20 limitation: (a) applicable specifications, drawings, and other = documents; (b)=20 method of shipment or packing; and (c) place or date of delivery, = inspection or=20 acceptance. If such a change causes an increase in the cost of or = time=20 required for Supplier's performance, an equitable adjustment shall be = made in=20 the price or other terms of this Agreement if requested by Supplier = prior to=20 change implementation. Supplier shall continue with performance of = this=20 Agreement in accordance with the notice of change or amendment. A = change=20 by ES pursuant to this Section shall not constitute a breach or default = by ES.=20

16. Invoices; Payment = Terms. Invoices shall contain purchase order = number, a=20 description of Items, quantities, unit prices, extended totals, = applicable taxes=20 and any other information specified by ES. Payment of an invoice = shall not=20 constitute acceptance of Items and shall be subject to adjustment for = errors,=20 shortages, defects, or other causes. ES may set off any amount = owed by ES=20 against any amount owed by Supplier or any of its affiliated companies = to=20 ES. Payment in connection with any discount term will be = calculated from:=20 (a) scheduled delivery date, (b) actual delivery date, or (c) the date = an=20 acceptable invoice is received, whichever is latest; payment under a = discount=20 term is deemed made on the date of mailing of ES=92 check. If = payment is=20 made electronically, payment shall be deemed made when the Supplier=92s = depository=20 institution receives or has control of the payment.

17. =20 Miscellaneous. A.=20 Assignments. No right or obligation under this Agreement = may be=20 assigned by Supplier without the prior written consent of ES. ES = may=20 assign the rights or obligations or both of this Agreement in whole or = part at=20 any time.

B. = Waiver. If ES fails to insist on performance = of any term=20 or condition, or fails to exercise any right or privilege hereunder, = such=20 failure shall not constitute a waiver of such term, condition, right or=20 privilege.

C. =20 Survival of Obligations; Severability. The obligations of = the=20 following sections shall survive the cancellation, termination or = expiration of=20 this Agreement: 1, 2, 3, 5, 6, 7, 8, 9b, 10, 12, 13, 15, and 16. = Any=20 provision of this Agreement that is held unenforceable or invalid for = any reason=20 shall be severed and the remainder of the Agreement shall continue in=20 effect.

D. = Compliance with Laws. Supplier warrants and represents that = no law,=20 rule, regulation, order or ordinance of the United = States, a=20 state, any governmental agency or authority of any country has been = violated in=20 supplying the Items ordered herein. Further, Supplier represents = and=20 warrants that it is in compliance with Executive Order 11246, any = amending or=20 supplementing Executive Order and implementing regulations, unless = exempted, and=20 that the Items were produced in compliance with the Fair Labor Standards = Act of=20 1938, as amended. CE training has been deployed to sub-suppliers and = periodic CE=20 compliance audits are performed.

E. =20 Governing Law, Exclusive=20 Forum. The=20 Agreement shall be interpreted, enforced and governed by the laws of the = State=20 of California,=20 excluding its choice of law rules. The exclusive forum for any = dispute=20 related in any way to this Agreement or the Parties' relationship shall = lie in=20 the courts, state or federal, of California,=20 and venue shall lie in the courts of Santa Clara County. Items shall be = deemed and=20 shall qualify as goods under the Uniform Commercial Code as adopted in=20 California. Each Party = consents to=20 personal jurisdiction in the above courts.

F. CISG. = With respect to transactions to which = the 1980=20 United Nations Convention on Contracts for the International Sale of = Goods=20 (=93CISG=94) would otherwise apply, the rights and obligations of the = parties under=20 the Agreement shall not be governed by the provisions of the=20 CISG. &n= bsp; &nb= sp; &nbs= p; = ; = =20

(Rev.04-2008)

Once these = Terms and=20 Conditions are accepted, they shall apply to all transactions for Items. =

You=20 may want to print this Agreement for your reference.

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