MATROX (Includes Matrox Electronic Systems Ltd., Matrox Graphics Inc and Matrox Europe Ltd.) TERMS AND CONDITIONS OF PURCHASE ORDERS, PURCHASE AGREEMENTS AND SUBCONTRACTS

1. AGREEMENT DOCUMENTS: This Purchase Order ("Order") and any attachment, constitute the complete agreement between buyer (hereinafter described as Matrox) and Seller ("Agreement") and supersedes all prior oral and written agreements and understanding between the parties, including but not limited to, quotations, Seller's General Terms and Conditions, Seller acknowledgments and other Purchase Orders. No additional or different provisions proposed by Seller shall apply, unless expressly agreed to in writing by a duly Authorized representative of Matrox.

2. TERMS OF PAYMENT: Terms of payment agreed upon must appear on the face of this Order. Calculations shall be from the date Matrox receives an acceptable invoice.

3. DELIVERY: Time is of the essence of this Order, and if delivery of goods or rendering of services is not completed by the time promised, Matrox reserves the right, without liability and in addition to all its other rights and remedies to (1) terminate this Order by notice effective when received by Seller as to goods not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and at Matrox' option charge Seller with any loss incurred, or (2) request that Seller, at its expense, ship by expedited means. Acceptance of late deliveries shall not be deemed a waiver of Matrox's right to hold Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of Seller's obligation to make future shipments in accordance with the Shipment schedules set forth in this Order. If Seller makes a shipment in advance of the scheduled ship date, Matrox may either return such product at Seller's risk and expense for subsequent shipment on the specified date or retain such material and make payment when it would have been due based on the specified shipment date. Seller shall notify Matrox in writing immediately if Seller has knowledge of any impending material shortage, labor dispute, or other event which could result in any change to the agreed shipment or completion plan. In no event shall such notification absolve Seller from any recourse or liabilities or prevent Matrox from executing any or all actions outlined in these terms and conditions.

4. INSPECTION AND ACCEPTANCE: Payment for the goods or services delivered under this Order shall not constitute acceptance of such goods or services. Goods or services shall only be deemed accepted when they actually been counted, inspected, and tested by Matrox. Matrox reserves the right to reject goods which do not conform to the specifications, drawings, samples or other descriptions specified. Goods or Services required by Matrox to be corrected or replaced shall be subject to the same inspection and warranty provisions of the Order. However, failure to inspect or test by Matrox shall not relieve Seller of any responsibilities hereunder. Matrox reserves the right to charge Seller for expenses of inspection for goods which do not conform to this Order. If the Matrox opts for replacement, Seller will issue a "Return Material Authorization" within twenty-four (24) hours of receipt of notice. Seller shall bear all costs involved in shipment of product involved. Inspection and acceptance by Matrox do not relieve Seller of liability for latent defects. Seller agrees to provide failure analysis of rejected material within a commercially reasonable time period after receipt. Seller will also provide a written corrective action report addressing the steps that will be taken to eliminate the cause of the problems.

5. PACKING AND SHIPMENT: (a) All goods shall be packed in accordance with sound commercial practices to obtain the lowest transportation rates, unless otherwise specified in the order. (b) Seller shall provide a complete packing list attached to the outside of each container for shipments hereunder. (c) Goods shipped to Matrox more than one (1) day in advance of the schedule set forth on the Order may be returned at Seller's expense. (d) Any over-shipment of goods (other than those pre-approved in writing) will be treated as gratuitous goods for which Seller will not be paid.

6. END OF LIFE: Seller shall provide Matrox with a written three month notice of its intent to discontinue the sale of goods, and allow the Matrox to make an end of life buy.

7. CHANGES: Unless otherwise stated on the Order, Matrox shall have the right at any time to make changes in drawing, designs, specifications, materials, packaging, time, date, and place of delivery as well as method of transportation. ("Changes"). If any Changes cause an increase or decrease in the cost, time required or performance, an equitable adjustment shall be agreed upon in advance, by written modification. Seller agrees to accept such changes. Seller shall not have the right to make any changes in drawings, designs, specifications, materials, packaging, time, date and place of delivery and method of transportation without Matrox's prior written consent. In any event, Seller shall not make any changes in form fit or function without Matroxs prior written approval. Seller's failure to comply could result in compensatory damages being awarded to Matrox.

8. INSURANCE AND STATUTORY OBLIGATIONS: If Seller's work under this purchase order requires access by Seller to any of Matrox's premises or the premises of any of Matrox's customers or any location where Matrox conducts business, or with material or equipment furnished by Matrox, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or property during the progress of such work and except to the extent that such injury is due solely and directly to Matrox's act of negligence. Seller shall indemnify Matrox against all loss which may result in any way from any act or negligence of Seller, its employees, servants, agents or subcontractors, and Seller shall maintain such insurance as shall protect Matrox from said risks and from any statutory liabilities whatsoever arising there from and shall provide evidence of such insurance to Matrox.

9. TERMINATION: Matrox may terminate this Order for cause in the event of a default by Seller. In such event, Matrox shall not be liable to Seller for any amounts due under the Order or the Agreement and Seller shall be liable for and shall hold Matrox harmless from, any damages occasioned by Seller's breach or default. Matrox may also terminate this Order for its convenience. In such event upon notice by Matrox, Seller shall immediately stop all work hereunder and observe any instructions from Matrox as to work in process. Seller shall be paid an equitable adjustment for work performed as of the notification date. If it should be determined by a court of law that Matrox has improperly terminated this Order for default, such termination shall be deemed to be for Matrox's convenience.

10. WARRANTIES: Seller warrants that title to all Products delivered or Services rendered, shall be free and clear of all liens, encumbrances, security interests or other claims. Seller also warrants that for minimum period of three (3) years from date of acceptance of material, or completion of Service, that all product or work, shall be free from defects in material, workmanship and design. (except in the case where detailed designs were provided by Matrox.) Products shall conform to applicable specifications, drawings, samples and published descriptions, and shall be of merchantable quality, per the relevant specifications. Seller agrees that in case of epidemic failure, (including but not limited to latent defects) Seller shall indemnify and defend Matrox to the fullest extent allowable by Law. In addition to any other rights Matrox may have, goods or services delivered pursuant to this Order, Matrox, at its option, may return such goods for credit or replacement at the Seller's expense. In the case of a Service rendered, Matrox at its option, may request compensation or correction of defect. In addition to any other expenses, Seller shall bear all costs of rework, inspection and packaging.

11. INTELLECTUAL PROPERTY INFRINGEMENT: Seller shall indemnify, defend and hold Matrox harmless from all claims that the goods and/or Matrox utilization of the goods and/or the equipment and/or processes used to manufacture and/or assemble them, infringe a third party's patent, copyright, trade secret, or any other form of intellectual property ("Intellectual Property"). Seller agrees upon receipt of notification from Matrox to provide and to promptly assume responsibility for defense of any claim, suit or proceeding which may be alleged or brought against Matrox or its agents, customers, or other vendors for alleged infringement, of any third party's Intellectual Property, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder. Seller further agrees to indemnify Matrox, its agents and customers against any and all expenses, losses, royalties, profits and damages (including court costs and attorney's fees) resulting from any such claim, suit or proceeding, including any compromise and settlement. At its' option, Matrox may be represented by and actively participate though it's own counsel in such claim, suit or proceeding, and the reasonable costs of such representation shall be paid by Seller.

12. INDEMNIFICATION: Seller shall defend, indemnify and hold harmless Matrox against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any act or omission of Seller, its agents, employees or subcontractors in connection with this Order. This indemnification shall be in addition to the warranty obligations of Seller.

13. LIABILITY: IN NO EVENT SHALL MATROX BE LIABLE TO SELLER OR A THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, INFRINGMETN OF INTELLECTUAL PROPERTY, TORT OR ANY OTHER LEGAL THEORY (INCLUDING WITHOUT LIMITATION LOST PROFITS AND OPPORTUNITY).

14. ASSIGNMENTS AND SUBCONTRACTING: No part of this Order may be assigned or subcontracted without prior written approval of Matrox.

15. STATUTORY COMPLIANCE: Seller shall comply with all applicable Federal, Provincial and local laws and ordinances and all lawful orders, rules and regulation there under and the goods, equipment and services furnished by Seller under this Order shall fully comply with such laws and regulations.

16. SET-OFF: Matrox shall be entitled at all times to set-off any amount owing from Seller to Matrox or any of its affiliated companies, against any amount payable by Matrox or any of its affiliated companies, to Seller.

17. WAIVER AND REMEDIES: No waiver of any breach of this Order or the terms and conditions thereof by Matrox shall be held to be a waiver of any other or subsequent breach. All rights and remedies afforded Matrox in this Order shall be taken and construed as cumulative, that is, in addition to every other right and remedy provided under the Order by law.

18. JURISDICTION: The laws of the Province of Quebec shall govern this Order. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Order.

19. AGREEMENT: Shipment of Goods or commencement of Services signifies agreement and compliance with the Terms and Conditions listed above.