HONEYWELL INTERNATIONAL INC

SOLID STATE ELECTRONICS CENTER

MICROWAVE PRODUCTS

GENERAL TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE. This quotation is an offer to sell and provide the goods and/or services listed on the face hereof for the validity period indicated on the face hereof. If no such validity period is indicated, this quotation is not an offer to sell.

Buyer may accept this quotation by signing and returning a copy of this quotation or by returning Buyer's own form of purchase order/contract (hereinafter referred to as “order”) expressly acknowledging the terms set forth herein. Any additional or different terms set forth or referenced in Buyer's order are hereby objected to by HONEYWELL and shall be deemed a material alteration of this offer and not a part of any resulting order, unless specifically agreed to in writing signed by an authorized representative of HONEYWELL. Buyer's order shall be deemed accepted only after HONEYWELL's acknowledgement form is signed by an authorized representative of HONEYWELL and shall not be construed to be accepted by any other action of HONEYWELL, including, but not limited to, commencement of performance.

Notwithstanding anything herein to the contrary, Buyer's acceptance, use, or re-sale of such goods and/or services shall constitute its express agreement to the terms set forth herein unless otherwise agreed to in writing by HONEYWELL.

2. TERMS OF PAYMENT. HONEYWELL shall invoice customer after the products or prototypes have been shipped or service provided. Unless otherwise stated in the order, all payments are due and payable thirty (30) days from the date of invoice, provided however, that HONEYWELL shall have the right, in its sole discretion, to require payment before shipment or payment via letter of credit in the event that it determines that customer is delinquent in payment or will exceed its credit limit. This right shall apply until such time as customer is again current and below the credit limit. HONEYWELL may stop performance of the order (including shipments) if Buyer does not comply with applicable credit terms or the terms of this order.

3. PAYMENT. All payments shall be made in U. S dollars to HONEYWELL International Inc. Solid State Electronic Center, PO Box 92676, Chicago, IL, 60675. If all the goods or services ordered are not delivered or performed at one time, Buyer shall pay the unit prices applicable to the goods delivered or services performed. Each shipment shall be considered a separate and independent transaction. Late payment of invoices may be assessed a charge equal to the lesser of 1.5% per month of the balance due or the statutorily allowed maximum rate of interest in accordance with the laws of the state of Minnesota.

All shipments, deliveries and performance of work ordered shall at all times be subject to the credit approval of HONEYWELL. HONEYWELL may at any time decline to make any shipments or deliveries, or perform any work except upon receipt of payment or upon terms and conditions or security arrangements satisfactory to HONEYWELL.

4. PRICES. The prices for the goods covered hereby shall be those shown in the order; provided, however, that if such prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase such quantity, HONEYWELL shall have the right (in addition to any other rights and remedies HONEYWELL may have) to collect from Buyer the difference between the price paid by Buyer for the goods purchased and HONEYWELL's standard price for such goods in the quantity purchased by Buyer.

HONEYWELL reserves a security in any goods sold to the extent of the invoiced amount to secure payment of Buyer's obligation. If Buyer defaults under any obligation hereunder, it agrees to make the goods available so that HONEYWELL may repossess them without breach of the peace. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement to evidence or perfect HONEYWELL's security interest in the goods. At HONEYWELL's request, Buyer will execute any instrument HONEYWELL shall desire to perfect its security interest.

5. VARIATION IN QUANTITY. (Applicable when standard products have been customized for a specific order) HONEYWELL may ship a quantity which is five percent (5%) more or less than the ordered quantity and Buyer will accept and pay for the quantity delivered at the unit price stated in the order.

6. CHANGES. Except as otherwise provided in the order, this order may not be changed in any manner without the written concurrence of both Buyer and Honeywell.

7. INSPECTION AND TESTING. All goods may be inspected and tested by Buyer at all reasonable times and places. All inspection and tests shall be conducted in a manner so as not to unreasonably delay the work. If such inspection and testing is made on HONEYWELL's premises, HONEYWELL shall provide, without additional charge, reasonable facilities and assistance for such inspection and tests. All inspection records related to the goods shall be available to Buyer during the performance of the Agreement, and such longer periods as may be mutually agreed. No inspection (including source inspection), test, or acceptance of the goods shall relieve HONEYWELL from responsibility for any defects in the goods or other failures to meet the requirements of this Agreement.

8. DELIVERY. HONEYWELL recognizes the desirability of making delivery promptly and shall make reasonable efforts to meet the proposed delivery schedule; however, HONEYWELL shall not be liable for, nor shall HONEYWELL be in breach of, its obligations to Buyer because of any delivery made within a reasonable time after the stated delivery date. HONEYWELL shall not be liable for any late delivery caused by the failure of Buyer to provide any necessary information in a timely manner. As used herein, the term, "Delivery" means delivery FOB (Free Carrier) at HONEYWELL's facilities. Upon written request by Buyer, HONEYWELL will ship individual units of goods to the destination and via the carriers specified by Buyer, freight collect. When tendered, and during shipment, goods will be packed at HONEYWELL's expense. Any modification to this shipping standard specified by Buyer will be billable to Buyer.

9. F.O.B. AND RISK OF LOSS. All shipments will be F.O.B. HONEYWELL's facility. HONEYWELL's liability for delivery shall cease upon HONEYWELL's delivery to the carrier at the F.O.B. point. Title and all risk of loss or damage to the goods shall pass to Buyer upon delivery to the carrier.

10. ACCEPTANCE OF GOODS/SERVICES. HONEYWELL must be notified in writing of all alleged defects, shortages, or over shipments within 30 days from receipt of shipment at Buyer's facility, and failure of advisement by Buyer within such period will be deemed to be final acceptance of such goods. Buyer's acceptance shall be conclusive. HONEYWELL shall be solely responsible for determining remedy to correct defects, shortages, or over shipments.

11. EXCUSABLE DELAY. HONEYWELL shall not be liable for any failure to deliver, or delay in the delivery of, any goods or services due to any cause beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, riots, wars, sabotage, labor disputes, governmental actions or inability to obtain materials, components, energy, manufacturing facilities, or transportation. In the event of any such delay, the date of delivery or performance hereunder shall be extended by a period equal to the time lost by reason of such delay. In the event HONEYWELL's production is curtailed for any of the above reasons, HONEYWELL may allocate its production among its various customers. Such allocation shall be made in a commercially fair and reasonable manner.

12. TAXES. Prices do not include applicable taxes including, without limitation, excise, sales or use taxes. Any taxes (other than taxes due on Seller’s net income) that are payable on transactions hereunder shall be the responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. Buyer shall supply Honeywell with a copy of an appropriate tax exemption certificate.

13. BREACH. Any one of the following acts by Buyer shall constitute a breach of Buyer's obligations under this order.

(a) Failure to make payment for any goods or services from HONEYWELL when due;

(b) Failure to accept conforming goods or services supplied hereunder;

(d) The filing of a voluntary or involuntary petition in bankruptcy against Buyer, the institution of any proceedings in insolvency or bankruptcy (including reorganization) against Buyer, the appointment of a trustee or receiver of Buyer, or an assignment for the benefit of creditors of Buyer.

(e) Any other act by Buyer in violation of any of the provisions of such order.

In the event that Buyer breaches such order in any manner set forth above, HONEYWELL may, by written notice to Buyer, terminate the order, or any part thereof, without any liability whatsoever. Buyer shall pay all costs, including reasonable attorney's fees, incurred by HONEYWELL in any action brought by HONEYWELL to collect payments owing or otherwise enforce its rights.

14. CANCELLATION. Buyer may not cancel the order without HONEYWELL's prior written consent signed by an authorized representative of HONEYWELL. If Buyer attempts to cancel without HONEYWELL's properly authorized consent, or shall otherwise repudiate this order, Buyer shall be liable to HONEYWELL for all of HONEYWELL's costs and non-cancelable commitments incurred to date of such attempted cancellation, plus HONEYWELL's incidental damages, plus the profit HONEYWELL would have made from full performance of this order.

15. PATENT INDEMNITY. This section states HONEYWELL's total responsibility and liability and Buyer's sole remedy for any actual or alleged infringement of any patent, trademark or copyright by any goods delivered hereunder, or any part thereof. This section is in lieu of and replaces any other express, implied or statutory warranty against infringement of any such rights held by others. HONEYWELL will not be liable for any indirect, special, incidental, or consequential damages resulting from any such infringement.

(a) HONEYWELL shall, at its own expense, defend any suit that may be instituted against Buyer for any alleged infringement of any United States patent, trademark or copyright related to the goods ordered (except goods covered by Section 15 (b) and (c)below), provided that: (i) such alleged infringement does not arise from the use of such goods as a part of or in combination with any other devices or parts not furnished by HONEYWELL, or from the modification of such goods by a party other than HONEYWELL after delivery by HONEYWELL, (ii) Buyer gives HONEYWELL prompt notice in writing of any such suit and permits HONEYWELL through counsel of its choice, to answer the charge of infringement and defend such suit; and (iii) Buyer gives HONEYWELL all the needed information, assistance and authority, at HONEYWELL's expense, to enable HONEYWELL to defend such suit. In case of a final award of damages in any such suit, and after all courses of appeal have been exhausted or have expired, HONEYWELL shall pay such award but shall not be responsible for any settlement made without its prior written consent.

(b) Buyer shall, at its own expense, indemnify and hold HONEYWELL harmless from and against any expense or loss resulting from any infringement of any patent, trademark or copyright arising as a result of HONEYWELL's compliance with any of Buyer's designs, specifications, Buyer provided or directed materials or instructions, and shall defend at its own expense, including attorney's fees, any suit brought against HONEYWELL alleging any such infringement, provided that HONEYWELL (i) gives Buyer prompt notice of any such suit and permits Buyer, through counsel of its choice, to defend such suit, and (ii) gives Buyer all needed information, assistance and authority, at Buyer's expense, necessary for Buyer to defend any such suit.

(c) Buyer shall, at its own expense, indemnify and hold Honeywell harmless from and against any expense or loss resulting from any infringement of any patent, trademark or copyright arising as a result of any of the following:

1) Anything buyer provides which is incorporated into a product or service (including, but not limited to specifications, designs, documents, reports, or data);

2) Customer’s modification of a product or service;

3) The combination, operation, or use of a product or service with any product, data, or apparatus that HONEYWELL did not provide; or

4) Infringement by a non-HONEYWELL product alone, as opposed to its combination with products HONEYWELL provides to customers as a system.

16. LIMITATION OF LIABILITY. Seller's liability for damages arising out of or related to this agreement is limited to the contract price for the specific product or service that gives rise to the claim. In no event will seller be liable for any incidental damages, consequential damages, special damages, indirect damages, loss of profits, loss of revenues, or loss of use, even if informed of the possibility of such damages. To the extent permitted by applicable law, these limitations and exclusions will apply regardless of whether liability arises from breach of contract, tort (including but not limited to negligence), by operation of law, or otherwise. In the event any products provided under this order are used in any medical applications, Buyer indemnifies and holds Seller harmless from any and all third party liability, including direct product liability.

17. DISPUTES. Any dispute arising under this order which is not disposed of by agreement of the parties shall be decided by a court of competent jurisdiction. Pending settlement of final decision of any such dispute, HONEYWELL shall proceed diligently with the performance of this order in accordance with Buyer's direction.

18. WARRANTY. HONEYWELL will repair, replace, or credit, at our option, items provided under this order which are not free from defects in workmanship and material under normal use and service if such items are returned to HONEYWELL within ninety (90) days after delivery. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND CONSTITUTES HONEYWELL'S ENTIRE OBLIGATION WITH REGARD TO DELIVERED GOODS. IN NO EVENT WILL HONEYWELL BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. If customer claims that any products are nonconforming, customer shall (1) promptly notify HONEYWELL in writing of the basis for such nonconformity; (2) follow HONEYWELL’s instructions for return of the products; and (3) at HONEYWELL’s request, return the products to the HONEYWELL designated location.

In the event customized products are being ordered, Buyer acknowledges that the functionality of products is contingent on customer’s designs and, therefore, such warranty does not apply to the functionality of products fabricated under this agreement. HONEYWELL warrants services will be performed using reasonable care and skill.

This warranty does not cover products that are defective because of accident, abuse, misuse, negligence, modification, removal or alteration by customer or third party, failure caused by a product which HONEYWELL did not provide or for which HONEYWELL is not responsible, or use or storage in other than its specified operation environment.

All prototypes are provided “As Is” without warranty or indemnification of any kind by HONEYWELL.

19. APPLICABLE LAW. The validity, performance and construction of the terms of this order shall be governed by the laws of the State of Minnesota. If any part, term or provision of this agreement is declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall remain in full force and effect.

20. ASSIGNMENT. Buyer may not assign its rights or obligations under the order without the prior written consent of HONEYWELL, and any purported assignment without such consent shall have no force or effect.

21. WAIVER. Any waiver by HONEYWELL of any default of Buyer hereunder shall not be deemed to be a continuing waiver of such default or a waiver of any other default or of any of the terms and conditions of the order.

22 AMENDMENT. The terms and conditions of the order may not be superseded, modified, or amended except in writing by stating that it is such a modification and signed by an authorized representative of each party hereto, provided, however, that HONEYWELL may modify the specifications of the goods sold hereunder if such modification does not change the form, fit or function of such goods.

23. EXPORT CONTROL LAWS. The parties understand and agree that Buyer is subject to all applicable laws and regulations of the U.S. and certain other countries with respect to the export and use of the equipment and/or technology exported from such countries. Without limiting the generality of the foregoing, the parties shall obtain the prior written approval of the competent authorities of the U.S., or any other country having proper jurisdiction, before any equipment or technology may be resold, sublicensed, diverted, transferred, transshipped, reshipped, or re-exported to, or used in, any country for any purpose other than as described on the applicable export license.

Whenever HONEYWELL arranges for export or import, with respect to all relevant government and administrative authorities, including the United States and European Union, customer: (1) recognizes that HONEYWELL may not know or have reason to know the intended function of customer’s products or technical data and must rely on customer to provide correct information for export and import of products, or technical data, (2) agrees to provide all necessary information to determine all relevant export authorizations and to export and import of products or technical data, and (3) agrees to assist with obtaining any required licenses and authorizations for export or import of products or technical data and with making any required filing. Customer shall be fully responsible for the correctness of information provided by customer and any use of it to comply with applicable regulations.

Failure to comply with the export regulation provisions above shall void all warranties provided by HONEYWELL.

24. INTERPRETATION. Ambiguities, inconsistencies, or conflicts in the order will not be strictly construed against the drafter of the contract language; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

25. SEVERABILITY. The invalidity or enforceability of any particular provision of the order shall not affect the other provisions within the order, and the remaining provisions of the order shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In the event that any part of the order is held by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of the order shall remain in full force and effect.

26. ENTIRE AGREEMENT. The order, along with these terms and conditions and any documents incorporated by reference on the face hereof (but expressly not including any of the terms and conditions of Buyer's purchase order or any similar document issued by Buyer), constitutes the entire agreement between Buyer and HONEYWELL with regard to the goods or services listed on the face hereof, and expressly supersedes and replaces any prior or contemporaneous agreements, written or oral, relating to such goods or services.