1.  ITEMS PURCHASED.  SuperMATRIX Corp.. (Seller), agrees to sell, and Buyer agrees to buy, the equipment (the ?oods? and services itemized on Seller's Schedule A, Work Order, Installation Change Authorization Form, Service Agreement or Scope of Work.  Buyer shall, at Buyer's expense,  provide Seller with access to Buyer's location to complete the contracted work.

2.  PRODUCT STANDARDS.  The Goods shall comply with industry standards. 

3.  TITLE/RISK OF LOSS.  Title to and responsibility for the Goods will be assumed by Buyer upon delivery to the Installation site.

4. PAYMENT.  Payment shall be made to SuperMATRIX Communication Corp., 19609 Vega Way, Rowland Heights, CA 91748.  Payment terms/amounts are listed on the Sales Agreement, Installation Change Authorization, Service Agreement or Work Order.  System price does not include applicable taxes.  Payments are in U.S. dollars only.

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 1.5 percent per month, or the maximum percentage allowed under applicable laws, whichever is less.  Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees and costs.  Buyer may elect to negotiate a third-party lease, in lieu of cash payment (subject to credit approval).  Lease rates quoted are subject to third-party lessor approval.  Seller is not responsible for guaranteeing lease rates or lease approval.  In the event that Buyer cannot obtain leasing, cash payment shall be required pursuant to the above stated terms.  If the Buyer arranges to lease the system, and Seller provides the services/equipment in accordance to this agreement, the Buyer agrees to have the leasing company pay Seller cash payment terms of 50% of purchase price upon contract execution, and 50% upon installation and acceptance of the Goods by Buyer.  Buyer shall sign leasing company Delivery and Acceptance documents immediately upon completion of work, which is defined as 1) the Goods were delivered according to a Scope of Work agreed upon by the Buyer prior to Delivery and 2) the Goods have been installed according to manufacturer's specifications.  In addition to any other right or remedy provided by law, if the Buyer fails to pay for the Goods and/or Services delivered when due, the Seller at its option may treat such failure to pay as a material breach of this Contract, and may terminate this Contract and/or seek legal remedies available, including but not limited to injunctive relief.

5.  WARRANTIES.  Seller warrants that the Goods shall be free of substantive defects in material and workmanship.

The Seller makes no warranties, expressed or implied, except as specifically stated herein.  SUCH WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.  DEFAULT.  The occurrence of any of the following shall constitute a material default under this Contract:

a.  The failure to make a required payment when due.
b.  The failure of the Buyer or Seller to fulfill the obligations within this agreement.

7.  REMEDIES ON DEFAULT.   In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may elect to terminate this Contract if the default is not cured within 10 days after providing written notice to the defaulting party.  The notice shall describe with sufficient detail the nature of the default. 

8.  FORCE MAJEURE.  If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ('Force Majeure'), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.  The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures.

The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.  An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

9.  NON-SOLICITATION COVENANT.  During the period of this agreement and for a period of 2 years after termination of this agreement, Buyer will not directly or indirectly solicit, induce or attempt to induce any employee or subcontractor of Seller, to terminate his or her employment or relationship with Seller.  Seller agrees that it shall not directly or indirectly solicit, induce or attempt to induce any employee of Buyer to terminate his or her employment with Buyer.  This provision shall survive the termination of this agreement for the period stated herein.  A violation by the Buyer of this paragraph shall be deemed a material violation of this Agreement and will justify legal and/or equitable relief specifically including injunctive relief; it being recognized by the parties that damage will be incurred by Seller for which there is no adequate legal remedy by law.  If such a violation occurs and Seller seeks legal remedy resulting in an injunction or judgment in the favor of Seller, the Buyer shall be responsible for reimbursing Seller for all reasonable legal expenses incurred.

10.  CONFIDENTIALITY.  Both parties acknowledge that during the course of this Contract, each may obtain confidential information regarding the other party's business.  Both parties agree to treat all such information and the terms of this Contract as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Contract.  Buyer grants Seller permission to use its name in proposals or on its web site for marketing purposes only.

11.  NOTICES.  Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing.  The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for by the addressee.

12.  ASSIGNMENT.  Neither party may assign or transfer this Contract without prior written consent of the other party, which consent shall not be unreasonably withheld.

13.  ENTIRE CONTRACT.  This Contract contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written which have not merged into this agreement.

14.  AMENDMENT.  This Contract may be modified or amended if the amendment is made in writing and signed by both parties.  All services/equipment provided shall be listed on documents named as Sales Agreements, Amendments, Attachments, Installation Change Authorization forms or Work Order Forms.

15.  SEVERABILITY.  If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16.  WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

17.  TOLL FRAUD.  Seller shall install the Goods according to manufacturer's specifications to ensure that the Buyer is reasonably protected from toll fraud.  The Buyer understands, however, that toll fraud may still occur.  In the event that toll fraud occurs and the Seller can demonstrate that it took reasonable measures to prevent such events from happening, the Buyer shall hold the Seller harmless and if necessary, defend the Seller in any legal action resulting from such events.

18.  APPLICABLE LAW.  This Contract shall be governed by the laws of the State of California and the parties agree that venue for any action arising from or based upon this agreement shall be brought in San Bernardino County, California.