TERMS AND CONDITIONS

Advanced Business Technology, Inc.

ALL SALES BY ADVANCED BUSINESS TECHNOLOGY, INC. (ABT) ARE EXPRESSLY LIMITED BY, CONDITIONED ON AND MADE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND NO OTHER TERMS OR CONDITIONS CONTAINED IN ANY DOCUMENTS OF BUYER SHALL LIMIT, ALTER OR QUALIFY THE TERMS AND CONDITIONS CONTAINED HEREIN UNLESS OTHERWISE  PROVIDED FOR  IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ABT.

THIS AGREEMENT, THE RETURN MERCHANDISE POLICY OF ABT THE CREDIT APPLICATION AND THE INVOICE, IF APPLICABLE, AND ANY OTHER DOCUMENT APPROVED IN WRITING BY ABT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN ABT  AND BUYER.  ACCEPTANCE BY BUYER OF ANY PART OF THE MERCHANDISE DESCRIBED BELOW SHALL CONSTITUTE ACCEPTANCE OF ALL THE TERMS AND CONDITIONS DESCRIBED HEREIN, REGARDLESS OF ANY CONTRARY TERMS OR CONDITIONS CONTAINED IN ANY OF BUYER'S DOCUMENTS.

1.   PAYMENT TERMS   All merchandise shall remain the sole property of ABT until said merchandise is paid in full. ABT reserves the right to collect all merchandise, at the Buyer’s cost, if said merchandise is not paid in full per the Terms and Conditions of this contract. In addition to the payment terms listed on each invoice, the following shall apply to the payment of all invoices.  Unless otherwise provided herein, all payments must be made in good funds.  If payments are made by personal or company check, the date of payment shall be deemed to be the date that ABT financial institution declares the check to be of good and sufficient funds.  Any payment received may be applied by ABT against any obligation owing by Buyer to ABT Inc., regardless of any statement appearing on or referring to such payment, without discharging Buyer's liability or any additional amounts owing by Buyer to ABT.  The acceptance by ABT of any payment or partial payment shall not constitute a waiver of ABT’s  right to pursue any remaining balance owed to ABT Inc.  Should Buyer fail to make any payment required, ABT may, without notice, declare all obligations of Buyer to ABT immediately due and payable.  There shall be a $25.00 handling fee for all returned checks.  Should any dispute arise with respect to any merchandise delivered by ABT to Buyer, Buyer shall nevertheless pay all invoices covering merchandise not in dispute, without any right of set off, defense or counterclaim.  ABT reserves the right, in its sole discretion, to require that all or a portion of the purchase price relating thereto be prepaid to ABT in good funds prior to any shipments.  Unless ABT is responsible for the payment of the transportation of the merchandise to Buyer, ABT shall not be responsible for providing Buyer with proof of delivery of said merchandise.  Notwithstanding any provision to the contrary contained in this invoice, absence of proof of delivery shall not affect or delay the payment terms herein and Buyer must comply with same.

2.   Quotes   Prices quoted are not binding and do not constitute a contract between ABT and Buyer. Prices may be changed by ABT to reflect cost adjustments at the time of shipment and any increases in transportation, labor, materials or other costs.  The merchandise is sold at the price in effect on the date of order, and Purchaser agrees to pay said price for the merchandise.  All prices quoted are exclusive of duties, taxes or charges, which may be imposed against the merchandise by any governmental entity, for which Purchaser is solely responsible.

3.   Purchase Orders  ABT shall attempt to comply with any requirements for the receipt of purchase orders prior to the shipment of merchandise.  However, ABT shall not be responsible for complying with this requirement if Buyer requests, either orally or in writing, that any merchandise be delivered prior to the issuance of a purchase order, Buyer being responsible for the payment of all amounts owed in connection with any shipments.

4.   Risk of Loss  Subject to ABT's right of stoppage in transit, delivery of merchandise to a carrier shall constitute delivery to Buyer, and risk of loss thereon shall pass to Buyer.  ABT is not responsible for any damages to the merchandise caused during the shipment thereof.  Notwithstanding any loss of the merchandise, Buyer shall be obligated to pay any and all amounts owing to ABT for said merchandise.

5.    Shipments   ABT reserves the right to make partial deliveries of any merchandise.  Should delivery of all or any part of any merchandise ordered by Buyer be delayed by any Force Majeure Event (as hereinafter defined), ABT time for performance shall be extended by the period of delay or ABT may, at its option, cancel any obligation for any amounts of merchandise not yet shipped, Buyer remaining liable to ship after receipt of an order and its production schedules.  ABT shall in no event be liable for any damages incurred by Buyer as a result of deliveries sent after an estimated delivery date.  Unless otherwise specified by ABT Inc., Buyer is responsible for any and all freight fees incurred by Buyer's selection of any freight method.  If the shipment is sent on a C.O.D. basis, Buyer is responsible for any and all C.O.D. fees associated with said shipment.

6.   Acceptance of Merchandise   Unless Buyer formally rejects any merchandise by providing notice of same in writing to ABT, Buyer shall be deemed to have accepted same within fifteen (15) days from the date of receipt by Buyer of same.

7.     Limitations of Warranties and Damages  All used and refurbished items carry a 30-day warranty from date of shipment from our site (depot warranty). New items carry the standard manufacturer’s warranty. Warranty does not cover user-installed parts nor mishandling or misuse of products. Except those expressly made in writing, executed by an authorized representative of ABT, ABT makes no warranties, either expressed or implied, to any matters whatsoever, including without limitation, the design or condition of the merchandise, its merchantability or its fitness for any particular purpose or the quality of the material or workmanship of the merchandise. ABT has made no affirmation of fact or promise relating to the merchandise that has become any basis of the bargain or that has created or amounted to any express warranty that the merchandise would conform to any such affirmation or promise.  Any description of the merchandise given to buyer is for the sole purpose of identifying the merchandise, and has not been made part of the bargain or created a warranty that the merchandise would conform to any such description.  No representative of ABT is authorized to waive or alter any terms or conditions contained herein, except in writing.

8.   Force  Majeure   ABT shall not be liable for any loss or damage caused by factors beyond its ability to control, including without limitation, changes in government regulations, acts of God, Buyers acts or admissions, fires, strikes, floods, quarantines, wars, insurrections or riots, acts of civil or military authorities, transportation embargoes, shortages, wrecks, severe weather, and delays in the delivery of components or materials by ABT suppliers ('Force Majeure Events").  

9.   Cancellation  After ABT 's acceptance of said order, Buyer cannot cancel said order without the written consent of ABT Inc.  Buyer risks the loss of all deposits, in full,  placed prior to shipment of said merchandise.

10. Seller's Remedies   Upon Buyer default under any agreement with ABT, including without limitation default in the payment of any amount due to ABT Inc., ABT Inc. shall be entitled to exercise any and all remedies available to it, either at law or in equity, including but not limited to those remedies provided in article 2 of the UNIFORM COMMERCIAL CODE (as enacted in the State of California).  In the event of Buyer's default, ABT may, at its option, and without precluding the pursuit of other remedies, take possession of any or all other merchandise of Buyer and for such purpose, enter upon any premises without liability for so doing.  If, in ABT 's judgment, reasonable doubt exists as to Buyer's financial responsibility, or if Buyer is past due in the payment of any amount owing to ABT Inc., ABT reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit until ABT receives payment of all amounts, whether or not due or owing to ABT Inc., or receives adequate assurance of such payment.

11. Buyer's Remedies   The exclusive remedy of Buyer for breach of contract as to any goods, and ABT 's only liability for any breach shall be that which is provided in and conditioned by ABT Return Merchandise Policy.  By way of illustration and not limitation, ABT shall under no circumstances be liable for incidental or consequential damages.

12. ABT Return Merchandise Policy  Purchaser is to obtain a Return Material Authorization (RMA) before returning goods. All unauthorized returns will not be honored. ABT reserves it's right to refuse RMA request for parts ordered in advertently or in error for non-stocked,  i.e. special order products that we cannot return back to our vendors / suppliers. Returns of product, other than for exchange or replacement will be subject to a 20% restocking fee. Shipping fees and return shipping costs are NON-REFUNDABLE.  A  RMA must be requested within 48 hours of receipt. Should a replacement for a defective item not be available, a credit/refund or substituted item will be given. The items being returned should be shipped in the unopened and original packaging (antistatic bags and seals un-broken) and inclusive of all accessories, software and documentation. Failure to do so may invalidate the return and warranty. Software Licenses are NON-RETURNABLE !

13. Indemnity   Buyer agrees to indemnify, defend and hold harmless ABT from any and all liability, loss or damage incurred by Buyer or any third party as a result of the misuse or misapplication of the merchandise or the transformation of the merchandise into a state that is different from any condition originally delivered to Buyer.

14. No Waiver   No failure to exercise and no delay in exercising any right, power or remedy under any agreement between ABT and Buyer shall impair any right, power of remedy which ABT may have, nor shall Buyer construe it to be waiver of or acquiescence in any breach or default under any agreement between Buyer and ABT Inc.

15. Choice of Law, Choice of Forum and Limitation   The agreement evidenced by these Terms and Conditions and any and all transactions by and between Buyer and ABT shall be governed by and construed in accordance with the laws of the State of California. In all cases, ABT and Buyer explicitly specifies and agrees that all disputes will be resolved by binding arbitration in the state of California. Buyer and ABT agree that any action brought by either party against the other in any court shall be brought within Ventura County, California and hereby waive all questions of personal jurisdiction or venue for the purposes of carrying out this provision.  Buyer agrees that mailing a copy of the summons may make service of process and complaint to Buyer at its address as set forth in ABT records or in the manner prescribed by California law.  Any action for breach of contract must be commenced within one (1) year after the cause of action shall accrue, and no such action may be maintained which is not commenced within such period.

16.  Enforcement of 0bligation  Buyer agrees to pay any and all costs and expenses incurred by ABT Inc., including, but not limited to, all collection costs and reasonable attorney's fees incurred (whether or not in connection with judicial proceedings) by ABT in connection with the enforcement of any obligations of Buyer to ABT Inc.

August 10, 2000