1. Pricing. Unless otherwise stated, prices are in U.S. Dollars, include ViaCLIX designed packaging (unless otherwise specified), and are based on the BUYER'S specifications and the projected volumes, minimum run rates, current exchange rates, and other assumptions provided to ViaCLIX by BUYER. ViaCLIX shall have the right to revise prices in the event of (a) any variation on the market prices of components, parts and raw material (collectively "Material"), including any such variations resulting from shortages, (b) changes to the specifications, (c) changes in the volumes upon which such prices were quoted or (d) changes in the exchange rate between the currency in which the pricing is calculated and the currency in which ViaCLIX pays for its labor, overhead and Material. Prices do not include (x) export licensing of the product or payment of broker's fees, duties, tariffs or other similar charges; (y) taxes or charges imposed by any taxing authority upon the manufacture, sale, shipment, storage, "value add" or use of the Product which ViaCLIX is obligated to pay or collect (other than those based on net income of the ViaCLIX); or (z) setup, tooling, or non-recurring engineering activities. Any charges for these items shall be paid by BUYER in addition to the prices set

2. Terms. Payment terms are Stand-By Letters of Credit. On any invoice not paid by maturity date, BUYER shall pay interest from maturity to date of payment at the rate of 1.5% per month. ViaCLIX shall be entitled at all times to set-off any amount owing from ViaCLIX or its Affiliates to BUYER or its Affiliates against any amount payable to ViaCLIX or its Affiliates from BUYER or its Affiliates, arising out of this or any other transaction. For purposes hereof, a party's "Affiliate" shall mean any entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control by such party, including but not limited to a party's subsidiaries.

3. Security Interest. ViaCLIX reserves a purchase money security interest in product sold to BUYER and the proceeds thereof, in the amount of the purchase price. In the event of default by BUYER in any of its obligations to ViaCLIX, ViaCLIX will have the right to repossess the product sold hereunder without liability to BUYER. ViaCLIX may file a copy of the invoice with appropriated authorities at any time as a financing statement and/or chattel mortgage to perfect its security interest. At ViaCLIX's request, BUYER will execute financing statements and other instruments that ViaCLIX may request to perfect ViaCLIX's security interest. In addition, ViaCLIX retains a security interest in all of BUYER's equipment or other assets held at ViaCLIX until all amounts due and owing hereunder have been paid in full.

4. Delivery and Acceptance. All product shipments shall be F.O.B. ViaCLIX's facility of manufacture and shall be to destinations in the country of manufacture. In the absence of specific shipping instructions from BUYER, ViaCLIX will ship by the method it deems most advantageous. Transportation charges will be collected on delivery or, if prepaid, will be subsequently invoiced to BUYER. Unless otherwise indicated, BUYER is obligated to obtain insurance against damage to the product being shipped. Unless otherwise specified, the product will be shipped in standard commercial packaging. When special or export packaging is requested or, in the opinion of ViaCLIX required under the circumstances, any additional costs, if not set forth on the invoice will be separately invoiced. Title to and risk of loss or damage to the product shall pass to BUYER "Ex Works" (Incoterms 2000) ViaCLIX's facility of manufacture. ViaCLIX shall use reasonable efforts to notify BUYER of any anticipated delays; provided, however that ViaCLIX will not be liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of ViaCLIX (including but not limited to a Force Majeure Event). In any such event, the delivery date will be deemed extended for a period equal to the delay. Acceptance of the product shall occur no later than fifteen days after shipment; product not rejected during this fifteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Warranty).

5. Changes. BUYER may upon sufficient notice may request changes, Engineering Change Requests ("ECR") to the product, including but not limited to changes in (1) drawings, plans, designs, procedures, specifications, test specifications or BOM, (2) methods of packaging and shipment, or (3) delivery schedule (in accordance with Section 8). All changes other than changes in delivery dates shall be requested pursuant to an Engineering Change Notice ("ECN") and, if accepted by BUYER, finalized in an Engineering Change Order ("ECO"). If any such change causes either an increase or decrease in ViaCLIX's cost or the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) the prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate ViaCLIX for such change. ViaCLIX reserves the right to charge an administrative fee for all ECN's in an amount not to exceed $1,000 per ECN.

6. Proprietary Information; No License. ViaCLIX retains for itself all proprietary rights in and to all ViaCLIX designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where rights are assigned under written agreement by a corporate officer of ViaCLIX. The products are offered for sale and are sold by ViaCLIX subject in every case to the condition that such sale does not convey and license, expressly or by implication, estopped or otherwise, under any patent claim or process or manufacturing technology otherwise used to manufacture the products with respect to which ViaCLIX can grant licenses covering complete equipment or any assembly, circuit combination, method or process in which any such products are used as components. ViaCLIX expressly reserves all its rights under such patent claims.

7. Warranty. ViaCLIX's warranty period is for one year from date of manufacture and is limited to correction of defects in ViaCLIX workmanship. For the purpose of this Section, "workmanship" shall mean manufacture in accordance with (i) the most recent version of IPC-A-600 or IPC-A-610 or (ii) the BUYER's workmanship standards set forth in the specifications and approved by ViaCLIX. ViaCLIX shall, at its option and at its expense, repair, replace or issue a credit for product found defective during the warranty period. In addition, ViaCLIX will pass on to BUYER all manufacturers' Material warranties to the extent that they are transferable, but will not independently warrant any Material. All warranty returns shall be done in accordance with ViaCLIX's authorized returned material (ARM) policy, a copy of which is available upon request. Any repaired or replaced product shall be warranted as set forth in this section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such product or (ii) sixty (60) days after it is received by BUYER. ViaCLIX's warranty does not include products that have defects or failures resulting from (a) BUYER's design of products including, but not limited to, design functionality failures, specification inadequacies, failures relating to the functioning of products in the manner for the intended purpose or in the specific BUYER's environment; (b) accident, disaster, neglect, abuse, misuse, improper handling, testing, storage or installation including improper handling in accordance with static sensitive electronic device handling requirements; (c) alterations, modifications or repairs by BUYER or third parties or (d) defective BUYER-provided test equipment or test software. BUYER bears all design responsibility for the Product. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Cancellations/Reschedule. No cancellations or reschedules are permitted within for sixty (60) days of the scheduled delivery date. BUYER may reschedule all or part of a scheduled delivery once for a period not to exceed sixty (60) days in accordance with the following schedule: (i) upon notice given between 45-75 days prior to the scheduled delivery date, BUYER may reschedule up to fifteen percent (15%) of any scheduled delivery; (ii) upon notice given between 76-120 days prior to the scheduled delivery date, BUYER may reschedule up to thirty percent (30%) of any scheduled delivery; and (iii) upon notice given more than 120 days prior to the scheduled delivery date, BUYER may reschedule one hundred percent (100%) of any scheduled delivery. At the end of the forty-five day period described in the preceding sentence, BUYER shall either accept delivery of the rescheduled finished units or pay ViaCLIX's Cancellation Charges. BUYER may cancel this contract only upon the payment of reasonable cancellation charges (the "Cancellation Charges"), which will include (but will not be limited to) expenses already incurred for labor and Material costs, overhead, commitments made by ViaCLIX and a reasonable profit.

9. Termination.

A. Either party may terminate this agreement for default if the other party materially breaches this agreement; provided, however, no right of default shall accrue until thirty (30) days after the defaulting party is notified in writing of the material breach and has failed to cure the breach or give adequate assurances of performance within such 30-day period. Notwithstanding the foregoing, there shall be no cure period for payment-related defaults. In addition, this agreement shall immediately terminate should either party (a) become insolvent; (b) enter into or file a petition, arraignment or proceeding seeking on order for relief under the bankruptcy laws of its respective jurisdiction; (c) enter into a receivership of any of its assets or (d) enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors.

B. In the event an order is terminated for any reason (including a breach by ViaCLIX or a Force Majeure Event), BUYER shall pay ViaCLIX, termination charges (collectively, the "Termination Charges") equal to (1) the contract price for all finished product existing at the time of termination; (2) ViaCLIX's cost (including ViaCLIX's Delivered Cost for Material plus its Burdened Cost of labor) for all work in process; and (3) ViaCLIX's Delivered Cost of Material, including excess Material resulting from any minimum buy quantities, tape and reel quantities and multiples of packaging quantities required by the vendor and/or any Material ordered within lead time to BUYER's forecasts as further set forth in Section 9(C). "Delivered Cost" shall mean ViaCLIX's quoted cost (as set forth in the bill of materials) plus a fifteen percent (15%) materials margin; provided, however, that in the event this Agreement is terminated as a result of ViaCLIX's breach, Delivered Cost shall mean ViaCLIX's quoted cost. "Burdened Cost" shall mean ViaCLIX's actual cost of labor including benefits and overhead.

C. BUYER shall provide ViaCLIX with 90 days' worth of firm purchase orders ("Orders") and a forecast for Product requirements for an additional nine (9) months ("Forecast"). The Orders shall be binding and may be rescheduled only in accordance with this Section. BUYER acknowledges that ViaCLIX shall make purchase commitments (including purchase commitments for Long Lead-time Components) to its Component suppliers ("Vendors") based upon the Order and Forecast, and BUYER shall be responsible for all such Material purchased in support of BUYER's then-current Forecast and Orders. For all other purposes, however, the Forecast shall be non-binding. BUYER acknowledges that ViaCLIX often must place orders for Material well in advance of the BUYER's delivery date. At BUYER's request, ViaCLIX will provide to BUYER a list of Material with lead times in excess of ninety days ("Long Lead Time Material"). BUYER acknowledges that Vendor lead times are subject to change, and agrees to be financially responsible for all Long Lead Time Material purchased in accordance with the Vendor's then-current lead times. BUYER further acknowledges that ViaCLIX will be required to order Material in accordance with the various minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor, and agrees that it shall be financially responsible for all such Material. In addition to ordering to lead time (which may require ViaCLIX to order Material beyond the six-month Forecast period), BUYER acknowledges that ViaCLIX will order Material in quantities sufficient to support up to six months of BUYER's Forecast. ViaCLIX will place orders with its vendors for approximately two to three weeks' worth of Class A Components (the approximately 3% of Components which comprise approximately 80% of the bill of materials), up to three months' worth of Class B Components (the approximately 17% of Components which comprise approximately 17% of the bill of materials) and up to six months' worth of Class C Components (the approximately 80% of Components which comprise approximately 3% of the bill of materials). Periodically, ViaCLIX shall advise BUYER in writing of any excess/obsolete Material in its inventory and the Delivered Cost of such Material. BUYER shall pay for all Material which it agrees is excess/ obsolete. In the event BUYER doesn't feel that the Material is excess/ obsolete, it shall only be required to pay for the Material in the event the Material remains excess/ obsolete at the end of the quarter following the quarter in which ViaCLIX notified the BUYER that such Material was excess/ obsolete.

10. Limitation of Liability. IN NO EVENT SHALL ViaCLIX BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF VIACLIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMATES ARISE OUT OF OR RELATE TO THIS AGREEMENT. FOR THE PURPOSE OF THIS SECTION, BOTH LOST PROFITS AND DAMAGES RESULTING FROM VALUE ADDED TO THE PRODUCTS BY CUSTOMER SHALL BE CONSIDERED CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL (A) VIACLIX'S LIABILITY FOR A PRODUCT (UNDER ANY THEORY) EXCEED THE AMOUNTS PAID TO ViaCLIX FOR SUCH PRODUCT OR (B) (A) VIACLIX'S LIABILITY UNDER THIS AGREEMENT (UNDER ANY THEORY) EXCEED THE AMOUNTS PAID TO VIACLIX UNDER THIS AGREEMENT. IN NO EVENT WILL VIACLIX BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER FOR WHICH BUYER SEEKS INDEMNIFICATION FROM VIACLIX. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification. BUYER shall indemnify, defend, and hold ViaCLIX and ViaCLIX's affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives harmless from all demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by a defective product (including strict liability in tort) or by the negligent or willful acts or omissions of BUYER or its officers, employees, subcontractors or agents, and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the products, except to the extent that such infringement exists as a result of ViaCLIX's manufacturing processes.

12. Force Majeure Event. Neither party shall be responsible for any failure to perform due to a Force Majeure Event provided that such party gives notice to the other party of the Force Majeure Event as soon as reasonably practicable, specifying the nature and particulars thereof and the expected duration thereof. A "Force Majeure Event" shall mean the occurrence of unforeseen circumstances beyond a party's control and without such party's negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, natural disaster, strike, boycott, embargo, shortage, supplier delay, riot, lockout, labor dispute, civil commotion, or, in ViaCLIX's case, the failure of a vendor to timely deliver product.

13. Miscellaneous. The terms and conditions set forth herein constitute the entire agreement of the parties, superseding all previous agreements covering the subject matter. This agreement shall not be changed or modified except by written agreement, specifically amending, modifying and changing this agreement, signed by a corporate officer of ViaCLIX and an authorized representative of the BUYER. BUYER hereby 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 or representations specifically set forth herein. The failure by ViaCLIX to enforce at any time any of the provisions of this contract, to exercise any election or option provided herein, or to require at any time the performance by BUYER of any of the provisions herein will not in any way be construed as a waiver of such provisions. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that the state courts of Santa Clara County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. This agreement shall be construed in accordance with the substantive laws of the State of California (excluding its conflicts of laws principles). Reasonable attorney's fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.