TERMS AND CONDITIONS OF SALE FOR THINK COMPUTER CORPORATION PRODUCTS AND SERVICES

http://www.thinkcomputer.com visitor ("Purchaser") offers and agrees to purchase the goods and/or services described from Think Computer Corporation ("Think") on the following terms and conditions.

1. Approval. This offer is subject to approval and acceptance by the Purchaser's authorized officers. Such approval will cover materials and services specified in writing on the "Project Proposal" ("Products").

2. Firm Offer. This is a firm offer. It will be held open and will not be revoked for thirty (30) days.

3. Acceptance. This offer may be accepted by confirmation, by performance or the making of arrangements preparatory to performance, or in any other appropriate manner. Think need not give the Purchaser notice of acceptance. After acceptance, this agreement cannot be modified, rescinded, waived or changed, except by a writing signed by the party to be bound thereby. Any request for cancellation prior to final delivery of Products must be submitted in writing to Think and Purchaser agrees to pay for any expenses incurred by Think prior to such request for cancellation in addition to an Early Termination Fee equal to 20% of the pre-tax value of the Products.

4. Payment. The Purchaser shall pay the purchase price set forth in the Project Proposal to Think within thirty (30) days after date of invoice unless the due date is otherwise stated on the face of the invoice. If the Purchaser fails to pay the purchase price, or any part thereof, when due, the Purchaser will further pay a service charge (i) at the rate of 20% per annum applied to the unpaid balance of the purchase price, if the Purchaser is a corporation; and (ii) at the highest lawful contract rate permitted under the laws of the Commonwealth of Massachusetts, applied to the unpaid balance of the purchase price, in all other cases. In addition the Purchaser agrees to pay a 30% collection fee should it become necessary for Think to engage outside professional services in the collection of this obligation due to the Purchaser's failure to duly and punctually pay the price due and/or reasonable attorney's fees with court costs.

5. Indemnification. The Purchaser will indemnify Think, and hold Think harmless from and against all claims, demands, liabilities and expenses, including (without limitation) claims of infringement of patent, trade mark, copyright or other proprietary right, invasion of privacy, or any other matter, arising from the use of any picture, advertising copy, specifications or material furnished to Think by the Purchaser or prepared by Think at Purchaser's request including reasonable attorney's fees with court costs.

6. Taxes. The Purchaser will pay all sales, use and other taxes and impositions, except net and income taxes, due or arising in connection with this sale or applicable to the goods after delivery.

7. Solvency. If the Purchaser shall fail to pay any indebtedness owed to Think, shall become insolvent, shall cease to carry on business substantially as now conducted, shall suffer the appointment of a receiver of the commencement of any proceeding under any bankruptcy or insolvency law, or if Think shall at any time in good faith believe that any such event has occurred or that, for any other reason, the prospect of due and punctual payment of the Purchaser's obligations is impaired, then Think may immediately suspend its performance under this agreement and may demand immediate payment of all amounts due or to become due to Think from the Purchaser with respect to this transaction.

8. LIMITED WARRANTY. Think warrants to the Purchaser that the Products will perform in accordance with any accompanying documentation following receipt of the Products only when used with the recommended software and hardware platform. Minor deviations from the documentation in performance or functionality of the Products do not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO THE FOLLOWING TYPES OF SOFTWARE: BETA, TRYOUT, EVALUATION, NOT FOR RESALE (NFR), AND PATCHES. To make a warranty claim, you must contact Think within seven (7) days of discovering a malfunction and present proof of the malfunction. If the Products do not perform in accordance with accompanying documentation, the entire liability of Think and your exclusive remedy shall be limited to either, at Think's option, the replacement of the Products or the refund of the pre-tax amount you paid for the Products. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

9. DISCLAIMER. THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES FOR THINK'S BREACH OF WARRANTY. THINK WILL NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING ITS PRODUCTS. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THINK MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL THINK BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF THINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of section 8 and section 9 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Products after termination of this Agreement.

10. General Provisions. This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Massachusetts excluding its conflicts or choice of law provisions and Purchaser agrees to submit to jurisdiction in the Commonwealth of Massachusetts. This Agreement sets forth the entire agreement of the parties with respect to the subject matter covered. It supersedes all prior offers and agreements. The provisions of this Agreement shall govern and displace any inconsistent provisions which may be set forth in any purchase order form or other document heretofore or hereafter to Think by the Purchaser. Think specifically objects to the inclusion of any terms or conditions proposed by the Purchaser which are different from or additional to the terms and conditions set forth herein.