ORION INDUSTRIES INCORPORATED

1. ACCEPTANCE
The execution and return of the copy of this Purchase Order by the seller, or the seller commencement of delivery pursuant to this Purchase Order, constitutes acceptance of this Purchase Order by the seller. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of the terms set forth below, which terms cannot be altered of amended without Buyer's express written agreement. Acceptance shall be binding upon the Seller and the Seller's successors and assigns. These terms and conditions, together with such modifications and with such data relating to price and delivery as are accepted in written by Buyer, constitute the entire agreement between the parties. The rights of both parties hereunder shall be in addition to their rights and remedies at law or equity. Failure of Buyers to enforce any of its rights shall not constitute waiver of such rights or of any other rights.

2. DELIVERY; NOTICE OF LABOR DISPUTES
Time is of the essence in the performance of this Purchase Order. If delivery cannot be met, the Seller shall promptly notify Buyer of the earliest possible date for delivery. Notwithstanding such notice, and unless a substitute delivery date has been expressly agreed to by Buyer in writing, the Seller's failure to effect delivery in the date specified shall entitle Buyer to cancel this order without liability to the Seller, to purchase substitute items elsewhere, and to hold the Seller accountable for any loss or additional costs incurred. Seller shall notify Buyer immediately of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of this order.

3. PRICES
All prices shall be stated in this Purchase Order. If no price is stated for any item. Buyer will not be bound to any prices or deliveries to which Buyer has not specifically agreed in writing.

4. QUANTITIES
Unless Buyer has otherwise agreed in writing, the Seller must deliver the exact quantities specified. Buyer also reserves the right to refuse or return at Seller's risk and expense shipment made in excess of Buyer's orders or in advance of required schedules or to defer payments on advanced deliveries until scheduled delivery dates.

5. INSPECTION AND REJECTION
All material and workmanship shall be subject to inspection by buyer, before and after delivery. Items rejected as not conforming to this Purchase Order shall be returned to the Seller and the Seller's risk and expense and shall not be replaced by the seller without Buyer's written authorization. Buyer may require Seller to replace rejected material at Seller's expense or Buyer may accept any materials at Seller's expense or Buyer may accept any materials that conform to Seller's warranties and upon discovery of materials not so conforming may reject or keep and rework at Seller's expense any such material not so conforming. Buyer may make 100% inspection at Seller's expense of reject an entire shipment if Buyer's sampling plan indicates rejection at the 1% acceptable quality level ( or such greater or lesser percentage as Buyer and Seller may agree upon writing. )

6. TITLE AND RISK OF LOSS
Title to and risk of loss for items purchased which conform to this Purchase Order shall pass to Buyer upon receipt at Buyer's premises. Title to risk of loss for nonconforming items shall remain with the Seller until final acceptance by Buyer.

7. QUALITY
The seller warrants all products and materials delivered or service rendered on this order to be merchantable, fit for the uses intended, of the grade and quality specified, and free from all defects, and to conform to all samples, drawings, descriptions and specifications furnished in all respects. This warranty shall survive any delivery, inspection, acceptance or payment. Seller shall be liable for and save Buyer harmless from any loss, damage or expense whatsoever that Buyer any suffer from breach of any of these warranties.

8. BUYER'S PROPERTY
All specifications, drawings, sketches, models, samples, tools, designs, dies, molds, patterns, jigs, fixtures, materials, technical information or data, written oral or otherwise, and other equipment and items furnished by Buyer or on Buyer's behalf, shall be and remain Buyer's properly and shall be returned promptly to Buyer (together with all copies) at Buyer's request. Such items and information shall be treated as confidential and shall not be used or disclosed by the Seller expect as required in the course of performing this or other Purchase Orders for Buyer unless Buyer consents otherwise in writing. Seller shall prominently mark all such items as the property of and, if directed the area in which they are located as containing property of Buyer. All such property shall be held at the Seller's risk, shall be insured by the Seller at its expense or an amount equal to its replacement cost and with loss payable to Buyer and shall be delivered promptly to Buyer designee on request. Seller shall not dispose of any of any such property without Buyer's written consent. The provisions of this Article 8 herein above set forth shall survive delivery and payment and remain in full force until all said items are delivered to buyer of otherwise disposed of with Buyer's written consent. Seller shall, without limitation as to time, indemnify and save Buyer harmless from all claims which may be asserted against said property, including without limitation mechanic's liens or claims arising under workmen's compensation or occupational disease laws, and from all claims for injury to persons or property arising out of or related to such items unless the same are caused solely and directly by Buyer's negligence. Unless Buyer has otherwise agreed in writing, information furnished or disclosed by the Seller to Buyer shall not be considered to be confidential or proprietary and shall be acquired by Buyer free of restrictions of any kind.

9. CHANGES
Buyer may, at any time and from time to time by written notice to the seller, suspend work, make changes in specifications, designs, testing, packing and destinations and postponements in delivery schedules. If any suspension or change causes a material increase or decrease in the cost of or the time required for performance of this order, an equitable adjustment shall be negotiated promptly as to the price or delivery schedule or both. Any claims be the seller for adjustment under this clause shall be made within 10 days after receipt of written notice for the suspension or change, and any claim not made within the 10 day period shall be deemed waived. Such claim shall be followed as soon as practicable with specification of the amount claimed and supporting cost figures. No change orders shall be binding upon Buyer unless they are made in writing and signed by Buyer's duly authorized representative.

10. PATENT
The Seller shall indemnify and hold Buyer and Buyer's employees, agents from any and all claims, liabilities, damage, expenses or loss of any kind and proceedings at its expense, resulting from infringements or alleged infringement by the sale, use or incorporation into manufactured products of all items furnished by the Seller of any United States or foreign patents, trademarks, copyrights or other proprietary rights, expect where such infringement or alleged infringement solely from the Seller's compliance with Buyer's instructions.

11. ASSIGNMENT
The Seller shall not delegate any duties nor assign any rights or claims under Purchase Order without Buyer's prior written consent, and such attempted delegation or assignment shall be void. In any case ,assigned accounts shall be subject to setoff, recoupment or other claim of Buyer against Seller.

12. SET OFF
Any amount owed to the Seller by Buyer shall be subject to deduction for any setoff or counterclaim arising out of this or any other Purchase Order to the Seller from Buyer.

13. BANKRUPTCY
Buyer shall be entitled to cancel, without liability, any unfilled part, of this Purchase Order in the event of proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the Seller or in the event of the appointment with or without the Seller's consent, of any trustee or receiver for any substantial portion of the Seller's assets or any assignee for the benefit of its creditors. In such event, all deposits or prepayments shall be deemed to have been held in trust for Buyer's benefit and shall be returned to Buyer promptly on request

14. COMPLIANCE WITH LAWS
Seller warrants that the materials to be furnished and the services to be rendered under this order, and the classes of properly described in Article 8 shall be manufactured, sold and used in compliance with all applicable federal, state and local laws, ordinances, codes, rules and regulations, including, without limitation, the Occupational Safety and Health Act and the fair Labor Standards Act of 1938.

15. GOVERNING LAW
This Purchase Order and rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

16. GOVERNING CONTRACT PROVISIONS
Purchase Orders which specify a government contract number or otherwise indicate that the materials purchased are intended for use under government contracts or subcontracts shall be subject to an deemed to incorporate all clauses and provisions of the Armed Services Procurement Regulations which are required to be included in such contracts and subcontracts.

17. ADDITIONAL OR INCONSISTENT TERMS
Terms and conditions set forth in any document provided by the Seller to Buyer which differ from, conflict with or are not included in this Purchase Order shall not become part of any agreement between Buyer and the Seller unless such terms and conditions are specifically accepted by Buyer in writing.

18. TERMINATION:: BREACH OF CONTRACT
Buyer may, by notice in writing, direct Seller to terminate this order or work under this order in whole or in part at any time and such termination shall not constitute a default. In no event shall Seller be entitled to anticipatory profits, or to special or consequential damages. In the event of Seller's default or potential to perform this order. Seller agrees upon demand by Buyer to deliver to Buyer the raw materials and work in process acquired in order to perform under this order, and Buyer may then complete the work deducting the cost of such completion from the price, or in the alternative pay to Seller the cost of such raw materials and work in process.

19. SPECIFICATIONS
Material made in accordance with Buyer's specification and drawings shall not be furnished or quoted to any person or concern without Buyer's written consent. In the event of conflict between specifications, drawings, samples, designated, type, part number or catalog description. In cases of ambiguity in the specifications, drawings, or other requirements of the order, Seller must, before proceeding, consult Buyer, whose written interpretation shall be final.

20. TAXES
The price stated on the face hereof includes all taxes. All local, state and federal excise, sales and use taxes, where applicable, shall be stated separately on Seller's invoices.

21. GRATUITIES
Seller warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Buyer any gratuity with a view toward securing any business from, Buyer or influencing such person with respect to the terms, conditions or performance of any contract with or order from Buyer. Any breach of this warranty shall be a material breach of each and every contract between Buyer and the Seller.

22. INDEMNITY
Seller shall indemnify Buyer against all loss on account of claims of injury to persons (including death) or damage to property which may result in any way from any act or omission of Seller, or of its agents, employees or subcontractors. Seller shall also maintain such public liability, property damage, employers liability and compensation insurance and motor vehicle liability insurance ( personal injury and property damage) as will protect Seller or its subcontractors and Buyer from said risk and from any claims under any applicable workmen's compensation or occupational diseases statutes.