1. CUSTOMER ORDER.  Customer may accept the attached Confiance IP Solutions, Inc. offer to sell ("Quote") by issuing a purchase order in response to such Quote (each accepted Quote constitutes a "Customer Order").  Customer shall be deemed to unconditionally accept these terms and conditions by issuing such purchase order.  No terms and conditions specified or preprinted on any Customer purchase order or other form of acceptance shall add to or modify these terms and conditions.

2. PRICES AND TAXES.  All Quotes are valid for thirty (30) days unless otherwise specified.  All invoice prices are those specified in the Quote accepted by Customer.  Prices do not include applicable taxes and, unless expressly identified and itemized, do not include freight, handling or insurance.

3. INVOICING AND PAYMENTS.  Confiance IP Solutions, Inc. shall invoice the Customer in full for hardware, software, cabling materials, and maintenance as well as 20% of the labor, travel & shipping upon ordering of the equipment.  30 days after the start of the engagement, 40% of the labor, travel & shipping will be invoiced to the customer.  At the completion of the project, 30% of the labor, travel & shipping will be invoiced to the customer.  The remaining 10% of labor, travel expenses & shipping will be invoiced upon project acceptance.  All invoices will be due NET 30.  In the event Customer fails to make full payment of an undisputed invoiced amount as of the invoice due date, Customer shall, in addition to such amount(s), pay to Confiance IP Solutions, Inc. a late fee in the amount of one and a half percent (1 1/2 %) per month on such amount(s) commencing on the due date of the invoice, or the maximum lawful monthly rate under applicable state law, whichever is less.

4. SHIPPING AND DELIVERY.  Title and risk of loss to Products shall pass to Customer upon delivery by Confiance IP Solutions, Inc. to a common carrier.  Customer is responsible for all freight, handling and insurance charges which shall be in addition to the price of the Products in the Quote.  No carrier is an agent of Confiance IP Solutions, Inc. and in no event shall Confiance IP Solutions, Inc. have any liability for loss or damage during shipment.  Confiance IP Solutions, Inc. shall endeavor to initiate shipment and schedule delivery as close as possible to Customer's requested delivery dates and Customer acknowledges that any delivery dates provided by Confiance IP Solutions, Inc. are estimates only.  Confiance IP Solutions, Inc. shall not be liable for any delay in delivery or for failure to give notice of such delay.  Customer shall accept and pay for partial shipments of Products.

5. CANCELLATION OF ORDERS.  No Customer Order for Products or Maintenance may be cancelled or modified without Confiance IP Solution Inc.'s consent.  If Confiance IP Solutions, Inc. consents to a Customer cancellation or modification request, Customer agrees to pay all actual resulting costs, expenses and fees incurred by Confiance IP Solutions, Inc. from the distributor, manufacturer, the supplier and/or its shippers.  Customer Orders for Services may be cancelled upon fifteen (15) days prior written notice.  Customer will pay for all Services delivered through the date of cancellation.

6. RETURN POLICY.  All sales are final other than for Products that do not meet manufacturer specifications or that are not included in the Customer Order.  Customer must notify Confiance IP Solutions, Inc. of any damaged or defective Products or discrepancy in shipment quantity or type and request a Return Material Authorization ("RMA") consistent with the manufacturer's return policies within ten (10) days after Customer's receipt of same.  All RMA's issued are valid for the period of time allowed by the manufacturer after which time the RMA will be cancelled.  No return of Products will be accepted without an RMA.  A credit for properly returned items less any restocking or other related charges imposed by the applicable third party manufacturer or supplier will be entered against the original invoice for the returned items.  Products returned due to a shipping error or in accordance with warranty terms are not subject to restocking fees.  Customer must ship returned Products prepaid to the specified warehouse location.  Returned Products must be in the original shipping cartons, undamaged, unused and unaltered.  Opened software is not returnable.  Confiance IP Solutions, Inc. shall have the right to reject return of items and/or impose additional charges which Customer agrees to pay for any equipment received without an RMA and/or in a condition other than described.

7. LIMITATION OF LIABILITY.  CONFIANCE IP SOLUTIONS, INC. MAKES NO WARRANTIES IN CONNECTION WITH ANY PRODUCT OR SERVICE.  EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE APPLICABLE QUOTE AND ALL PRODUCTS AND SERVICES ARE PROVIDED BY CONFIANCE IP SOLUTIONS, INC. ON AN "AS IS' "WHERE IS" BASIS.  CONFIANCE IP SOLUTIONS, INC.  HEREBY EXPRESSLY DISCLAIMS (I) ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) ALL WARRANTIES THAT ANY SERVICE WILL BE ERROR-FREE, AND (III) ANY AND ALL WARRANTIES REGARDING THE PRIVACY OF CUSTOMER'S PROJECT(S).  CONFIANCE IP SOLUTIONS, INC. SHALL UNDER NO CIRCUMSTANCES HAVE LIABILITY FOR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE OR PROFIT, SPECIAL DAMAGES, OR EXEMPLARY DAMAGES, EVEN IF CONFIANCE IP SOLUTIONS, INC. HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

8. QUOTATION LIMITATIONS. This quotation does not include local state sales tax or shipping charges unless otherwise noted.