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             1.     PRICES & MINIMUM ORDER QUANTITIES:  The prices of the products supplied by Pyramid are as stated in the

                     Order.  Prices may be adjusted to the prices in effect at the time of delivery.  All pricing is FOB (as described in UCC

                     Sec. 2-319) Pyramid’s dock for shipments within the United States and Ex Works (Incoterms 2000) Pyramid’s dock

                     for international shipments.  Buyer acknowledges that the prices for certain products offered by Pyramid are based

                     on Buyer purchasing a minimum quantity of those products. Where Buyer orders a product that is subject to a

                     minimum order quantity and the quantity ordered does not meet that minimum order quantity, Pyramid reserves the

                     right to adjust the price or ship the minimum order quantity at its discretion.

             2.     PAYMENT: Unless otherwise expressly agreed in writing by Pyramid, Buyer will pay any invoice issued by Pyramid

                     in U.S. Dollars.  No discounts are authorized.  Pyramid may, at its sole discretion, require payment by bank transfer,

                     cash, certified check, C.O.D., or credit card.  All trading accounts are subject to prior approval of Pyramid’s credit

                     department, in accordance with Pyramid’s credit policies and practices in effect from time to time.  The amount of

                     credit or terms of payment may be changed by Pyramid at any time for any reason.  If Buyer fails to make payment

                     when due or defaults in any other way, Pyramid may, at its option, without limiting any of its other rights or remedies

                     available under these Terms or applicable law, and until Buyer’s account is current: (1) withdraw credit and

                     suspend or cancel performance under any or all Orders; and/or (2) reschedule shipment.  Each shipment will be

                     separately invoiced and paid for without regard to other shipments.

             3.     TAXES: All prices are exclusive of sales, use, excise, customs, export, import, commodity or any other taxes. 

                     Buyer will pay all such taxes and any licence fees or other charges incidental to the sale of products.  Buyer will, at

                     Pyramid’s request, provide to Pyramid reasonable proof of payment by Buyer of such taxes, fees, and

                     assessments. If Pyramid is required to prepay any taxes on behalf of Buyer, Buyer will reimburse Pyramid for all

                     such taxes paid.

             4.     SHIPMENTS: All shipments will be made in accordance with the delivery terms designated in the relevant Order or, if

                     no delivery terms are expressed, FOB (as described in UCC Sec. 2-319) Pyramid’s dock for shipments within the

                     United States and Ex Works (Incoterms 2000) Pyramid’s dock for international shipments.  Any claims against

                     Pyramid for shortages or non-conformance that could, with due diligence, be discovered by inspection upon receipt,

                     must be made within 10 days after receipt.  Prices include packaging in accordance with Pyramid's standard

                     practice. Pyramid may make deliveries in installments with appropriate partial invoicing issued for each such

                     installment.  Any shipping date or delivery date stated represents Pyramid's best estimate of when the products will

                     be shipped or delivered. Pyramid is not liable for losses or added costs due to delivery delays.  Each shipment of

                     products to be delivered is to be considered a separate sale and Buyer will pay the agreed price for each shipment

                     without regard for any failure to deliver any subsequent shipment of such products.  Pyramid’s breach or default in

                     the delivery of any shipment will not give Buyer the right to refuse to receive any other shipment.  Any back-ordered

                     products will be considered a separate shipment.  Any failure by Buyer to pay for any shipment within the time for

                     payment is an anticipatory material breach with regard to other shipments.

             5.     FORCE MAJEURE: Pyramid will not be liable for failure to deliver, or for delay in delivery of, the products arising out

                     of causes beyond its reasonable control, including acts of God or of the public enemy, acts of any Governmental

                     authority, fires, floods, unusually severe weather, epidemics, quarantine restrictions, strikes, labor disputes or

                     shortages of labour, freight embargoes, or inability to secure necessary parts and materials.  In no event will

                     Pyramid be liable for any loss or damage, including in particular, direct, incidental, indirect, special, punitive or

                     consequential damages (including loss of profits) delayy in delivery.

             6.     CANCELLATION/RESCHEDULING

                     A.    TERMINATION FOR DEFAULT: Either party may terminate an Order by written notice, without prejudice to its

                     other rights or remedies if: (1) the other party files a petition in bankruptcy or assignment for the benefit of creditors,

                     becomes insolvent, becomes, or admits that it is, unable to pay its debts generally as they become due, or has a

                     manager or receiver appointed over any of its assets; (2) the other party defaults under these Terms and does not

                     remedy the default within 30 days (10 days in the case of payment defaults) following written notice requiring the

                     breach to be remedied.

                     B.    TERMINATION FOR CONVENIENCE: At Pyramid’s sole discretion, Orders may be cancelled on receipt of written

                     request from Buyer requesting cancellation, except that Orders or Order line items for products designated non-

                     cancellable or non-returnable (“NCNR” or other designation to that effect), or for custom products cannot be

                     cancelled under any circumstances. Buyer will accept delivery and pay 100% of the purchase price of such Order

                     line item(s). 

                     C.    ADEQUATE ASSURANCE OF PERFORMANCE:  In any circumstance where Pyramid has the right to demand

                     adequate assurance of Buyer’s performance (such as under Section 2-609 of the Uniform Commercial Code, where

                     applicable), Buyer will provide such assurance within five days after demand by Pyramid.

             7.     PRODUCT CHANGES: Pyramid may, at any time and without notice to Buyer, change the product(s) in any way that

                     does not adversely affect the form, fit or function of the product(s) in any material respect.

             8.     TECHNICAL ASSISTANCE: Pyramid will not be liable in any respect to provide technical advice, facilities or service

                     in connection with any Order or the products supplied.  Any such assistance must be the subject of a separate

                     written agreement.

             9.     RISK, TITLE AND SECURITY INTEREST: Risk of damage to or loss of any products supplied by Pyramid will pass to

                     Buyer at the time specified in the Order or, if not specified, FOB (as described in UCC Sec. 2-319) Pyramid’s dock for

                     shipments within the United States and Ex Works (Incoterms 2000) Pyramid’s dock for international shipments.  No

                     delivery terms other than FOB Pyramid’s dock or Ex Works Pyramid’s dock will apply unless Pyramid has separately

                     acknowledged in writing any such delivery term.  Unless otherwise specified by Pyramid in an order, title to any

                     products supplied by Pyramid will pass to Buyer at the same time as risk passes in accordance with the preceding

                     portion of this Section 9.  Buyer grants to Pyramid a security interest in the products supplied under these Terms and

                     any proceeds thereof and accessions thereto as security for Buyer’s obligations (payment and otherwise) to

                     Pyramid.  Pyramid may register and/or file a financing statement in the Personal Property Securities Register or other

                     appropriate repository of records to perfect its security interest in the products in accordance with the Personal

                     Property Securities Act 1999, the Uniform Commercial Code, or other applicable law.

             10.   WARRANTY: Pyramid warrants solely to Buyer that each product supplied under these Terms will, until the date that

                     is 12 months after shipment by Pyramid to Buyer (the “Warranty Period”), conform to Pyramid's written

                     specifications.  Pyramid’s sole and exclusive obligation, and Buyer’s sole remedy for failure of any product to

                     conform to the above warranty, is, at the option of Pyramid, that Pyramid will repair or replace the non-conforming

                     product or refund to Buyer the monies paid by Buyer for the non-conforming product.  Buyer must notify Pyramid of

                     any nonconformity during the Warranty Period.  In the case of replacement of a non-conforming product, the

                     Warranty Period will be tolled beginning on the date upon which Pyramid receives the non-conforming product and

                     will begin to run again when Buyer receives the repaired or replacement product.  The warranty will not apply if the

                     product: (1) fails, malfunctions or is damaged as a result of handling, installation, maintenance, removal, modification

                     or repair other than as specified in Pyramid’s then-current user manual or similar documentation; (2) suffers a

                     casualty or is subjected to abuse (including electrostatic discharge) or improper use;  (3) is altered or damaged so

                     that Pyramid is unable to verify the defect with its normal test equipment; or (4) is not returned in the same or

                     equivalent container in which it was shipped.

             11.   PRODUCT RETURNS:  Pyramid will have no obligation to accept any return unless Pyramid has approved in writing

                     the return.  All return documentation must contain Pyramid's Returned Materials Authorization (“RMA”) number. 

                     Pyramid may refuse returned shipments not approved by Pyramid or not properly identified.  The request for return

                     approval must include serial number, part number, lot number, and date code (each as applicable), and full

                     identification of products to be returned.  Proper handling procedures must be used in the packing and shipping of all

                     returns.  Products must be returned in the same or equivalent container in which they were shipped with the RMA

                     number clearly visible on the package.  Buyer retains title and assumes all risk of loss relating to products returned

                     for repair.

             12.   DISCLAIMERS AND LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY WARRANTED IN SECTION 10, THE

                     PRODUCTS ARE SUPPLIED "AS IS" AND WITH ALL FAULTS.  PYRAMID MAKES NO OTHER REPRESENTATIONS

                     OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND PYRAMID

                     EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THEIR QUALITY, PERFORMANCE, MERCHANTABILITY,

                     NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

                     BUYER’S REMEDIES ARE EXPRESSLY LIMITED TO THE EXCLUSIVE REMEDIES STATED IN THESE TERMS. 

                     NEITHER PYRAMID NOR ANY DIRECT OR INDIRECT SUPPLIER TO PYRAMID WILL BE LIABLE FOR ANY

                     INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED

                     TO, LOSS OF REVENUE OR PROFITS) ARISING OUT OF, RELATED TO, OR CAUSED, DIRECTLY OR INDIRECTLY,

                     BY THE USE OR TRANSFER OF ANY PRODUCT BY BUYER OR ANY CUSTOMER OR SUCCESSOR HOLDER OF

                     ANY PRODUCT, BY THE PERFORMANCE OR FAILURE TO PERFORM OF PYRAMID OR ANY DIRECT OR INDIRECT

                     SUPPLIER TO PYRAMID UNDER THESE TERMS OR IN ANY OTHER RESPECT, BY ANY OTHER ACT OR OMISSION

                     OF PYRAMID OR ANY DIRECT OR INDIRECT SUPPLIER TO PYRAMID, OR BY ANY OTHER CAUSE.  IN NO EVENT

                     WILL PYRAMID’S OR ITS SUPPLIERS’ TOTAL LIABILITY TO BUYER FOR ANY CLAIM EXCEED THE SUM PAID

                     TO PYRAMID BY BUYER FOR THE PRODUCT(S) GIVING RISE TO THE LIABILITY.

                     THESE LIMITATIONS APPLY REGARDLESS OF WHETHER PYRAMID OR ITS SUPPLIER(S) IS (ARE) OR WAS

                     (WERE) AWARE OF THE POSSIBILITY OF ANY PARTICULAR DAMAGES AND REGARDLESS OF WHETHER ANY

                     LIMITATION CAUSES A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.

                     NO ACTION MAY BE BROUGHT BY BUYER FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR

                     AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.

             13.   INDEMNIFICATION: Buyer shall indemnify, defend, and hold harmless Pyramid and its managers, directors, officers,

                     employees, agents, affiliates, successors, and assigns from and against any and all claims, suits, actions, demands,

                     damages, losses, liabilities, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’

                     fees) whatsoever that are incurred by or made against any indemnitee and that arise out of, or are related to: (i) any

                     act, omission, negligence, or misconduct of Buyer; (ii) any breach of these Terms or any Order by Buyer; or (iii) any

                     claim by Buyer, any customer of Buyer, any successor holder of any of the products, or any other person, related

                     to the products or the purchase, installation, or use of such products, or any undertakings, acts, or omissions

                     relating to such products, to the extent such claim is not based upon a product defect proven to have been caused

                     solely by Pyramid’s gross negligence.

             14.   FAIL-SAFE OR CRITICAL OPERATIONS: Pyramid’s products are not designed, intended, authorized, or warranted

                     to be suitable for use or resale as control equipment in, or for other applications related to, hazardous or potentially-

                     hazardous environments or applications requiring high-availability or fail-safe performance, such as in the operation

                     of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, public works,

                     weapons systems, or any other application in which the failure of a product could lead to property damage, death,

                     personal injury, or environmental damage.  Buyer will not use, or permit to be used, the products for such high-

                     availability, fail-safe, or critical applications and further agrees to indemnify, defend, and hold harmless Pyramid and

                     its managers, directors, officers, employees, agents, affiliates, successors, and assigns from and against any

                     action, suit, proceeding, cost, expense, damages, and liability (including , but not limited to, reasonable attorneys’

                     fees) arising out of, or related to, the breach of Buyer’s obligations in this Section 14.

             15.   SOFTWARE OWNERSHIP AND LICENCE: If any product supplied by Pyramid contains software, firmware, or

                     databases (“Licensed Software”), then the following terms will apply.

                     A.  SEPARATE AGREEMENT:  Where Pyramid and Buyer have entered into a separate agreement providing for

                     licenses for software, firmware, or databases, that agreement will govern the Licensed Software to the extent

                     covered by the terms of that agreement.

                     B.  NO SEPARATE AGREEMENT:  Where, and to the extent that, Pyramid and Buyer have not entered into a

                     separate agreement providing for licenses for software, firmware, or databases associated with the products.  The

                     following terms will apply.  As between Pyramid and Buyer or Buyer’s permitted assignees and transferees, except

                     as otherwise expressly stated in these Terms, Pyramid will retain ownership of all intellectual property rights in the

                     Licensed Software.  Buyer acknowledges that it is granted a perpetual, non-exclusive, non-transferable (except in

                     connection with transfer of the physical product upon which the Licensed Software resides as permitted by these

                     Terms) licence to load, run, and store the Licensed Software in machine-readable form only for Buyer’s or a

                     successor purchaser’s internal use and only for use with the product (the “Intended Use”).  Buyer will strictly

                     adhere to the Intended Use of the Licensed Software and will not translate, adapt, arrange, reverse compile or

                     otherwise alter or perform error corrections, nor disclose, sell, assign, rent, lend, sub-license, or otherwise transfer

                     the Licensed Software.  Buyer may transfer such license, but only in connection with the sale of a product upon

                     which such Licensed Software is installed and Buyer may not continue to use or operate any Licensed Software

                     after the specific product with which the Licensed Software is associated has been transferred.  Nothing in these

                     Terms will be interpreted as conveying or granting a licence to Buyer of any Licensed Software in source code

                     form.  Any licence of software in source code form will be covered by a separate agreement, if at all.

             16.   CONFIDENTIALITY: Buyer will, notwithstanding that any Order may have terminated, keep in confidence and

                     prevent the disclosure to any person all information and data disclosed to it by Pyramid that is marked confidential or

                     by its nature ought to be considered confidential, including business plans, technological techniques, inventions, and

                     research and development.  Notwithstanding the foregoing, Buyer will not be liable for disclosure of any confidential

                     information if the same: (i) was readily ascertainable by proper means by the public at the time at which it was

                     disclosed or later becomes so, in either case without breach of these Terms by Buyer or any agent of Buyer; (ii) is

                     disclosed with the prior written approval of Pyramid; or (iii) becomes known to Buyer from a source other than

                     Pyramid without breach of these Terms by Buyer or breach by the source of any obligation of confidentiality.

             17.   EXPORT CONTROLS: Unless an appropriate license, exemption or similar authorization has been duly obtained,

                     Buyer shall not, nor shall Buyer authorize or permit its employees, agents, successors or assigns to, export or re-

                     export any products to any country identified as a prohibited destination by any applicable laws or regulations. 

                     Furthermore, Buyer hereby agrees to undertake and perform all “denied party screening” or similar obligations

                     imposed by or arising under applicable laws or regulations.  Buyer agrees and acknowledges that, to the extent

                     applicable,  these commodities, technology and/or software will be/were exported from the United States or other

                     country of origin in accordance with the United States Export Administration Regulations or other export regulations

                     applicable in the jurisdiction of origin.  Any diversion contrary to U.S. or other applicable law is prohibited.  Buyer

                     agrees to indemnify and hold harmless Pyramid from and against any and all claims, losses, expenses, suits,

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