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MASTER EQUIPMENT PURCHASE AND SERVICES AGREEMENT 4. DEMONSTRATION AND INSPECTION. Customer acknowledges and agrees that the Equipment shall be purchased with full reliance on Customer's own inspection and investigation, and that Customer shall not rely upon any representation of C3, either oral or written, in purchasing Equipment. If Customer refuses or fails to actually inspect the Equipment, Customer shall nevertheless be deemed to have inspected the Equipment upon delivery of the Equipment by C3 to Customer or to a carrier for delivery to Customer. 5. PAYMENT TERMS. C3 will prepare and mail invoices with the terms of payment to Customer concurrent with or as soon as practical after the shipment of Equipment from the shipping point. Unless otherwise specified, payment terms are net 30 days, measured from the date of Customer's receipt of C3's invoice. All past due accounts shall bear interest at the lesser of 1-1/2 percent compounded daily or the maximum rate allowed by law. 6. RETURNS. Equipment or parts may not be returned to C3 after shipment to Customer by C3 absent C3's written authorization and shipping instructions. Items returned for credit shall be subject to a restocking charge, which restocking charge shall not exceed 25% of the original invoiced price. 7. TITLE AND SECURITY INTEREST. Title to all Equipment ordered by Customer and shipped by C3 (or by the manufacturer of the Equipment) shall pass to Customer F.G.B. the shipping point (i.e., the point from which the manufacturer of the Equipment ships the Equipment). Customer hereby grants C3, as security for all sums owing and to be owing by Customer to C3, a security interest in all Equipment purchased pursuant to this Agreement and in all proceeds thereof. Customer agrees that in the event of any default in the payment of any sums owing or to be owing by Customer to C3, C3 shall have and is hereby granted (without limitation of the other rights and remedies to which C3 may be entitled) all the rights and remedies of a secured party under the laws of the state in which the Equipment is to be located. Customer appoints C3 as its agent to execute any fmancing statements, drafts or other documents on behalf of Customer which C3 believes to be necessary or appropriate to perfect, maintain or realize upon such security interest. 8. CONFIDENTIALITY. Customer hereby agrees that any and all data, documents, manuals, drawings or specifications furnished to Customer by C3 in connection with the sale of the Equipment or the providing of any Services are the proprietary data or material of C3 or the manufacturer (as the case may be), and Customer accepts the same under the restriction that Customer shall not use or disclose any such proprietary data or material except as is necessary for the testing, resale, installation and operation of the Equipment. Except as permitted under this Agreement, Customer shall use its best efforts to prevent the disclosure or dissemination of any such proprietary data or material to any person or entity other than Customer and its authorized employees. Customer understands and agrees that the confidential treatment required by this paragraph is a condition precedent to Customer receiving the Equipment and any such proprietary data or material. 9. SUSPENSION AND CANCELLATION. Either party may terminate this Agreement by written notice to the other party if such other party shall become insolvent or bankrupt or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors, or cease to function as a going concern or to conduct its operation in the normal course of business. C3 has the right to delay, suspend or stop shipment of Equipment to Customer, without notice, until such time as Customer remedies any deficiencies for sums due C3. Customer may only cancel purchase orders upon prior thirty (30) day written notice to C3. Upon such cancellation, Customer agrees to pay C3 for all costs incurred by C3 arising out of or related to the cancellation. Such costs may include, but are not limited to, the difference between the market price for the Equipment as determined in good faith by C3, and the C3 price charged Customer for the Equipment, in addition to any incidental and consequential damages incurred by C3 as a result of Customer's cancellation, but less expenses saved because of such cancellation. Page 2 of 4