PURCHASE ORDER, TERMS AND CONDITIONS  

CONTOUR AEROSPACE CORPORATION

Ø       ALL MATERIAL, PARTS AND OR ASSEMBLIES ORDERED HEREIN SHALL BE TO THE LATEST APPLICABLE ENGINEERING, DRAWINGS AND/OR SPECIFICATIONS UNLESS SPECIFIC REVISION NUMBERS OR DRAWING ISSUES ARE SHOWN IN THE TEXT OF THIS PURCHASE ORDER.  BY ACCEPTING THIS PURCHASE ORDER, SELLER VERIFIES MATERIAL OR PROCESS PRODUCER IS AUTHORIZED PER THE LATEST QUALIFIED PRODUCER LIST (QPL) TO PRODUCE OR PROVIDE MATERIAL AND/OR PROCESSES PER NOTED SPECIFICATION.

Ø     MATERIAL CERTIFICATION AND CERTIFICATION OF INSPECTION OPERATIONS ARE REQUIRED WITH EACH SHIPMENT.  IN ADDITION MILL CERTIFICATIONS ARE REQUIRED WITH EACH SHIPMENT OF RAW MATERIAL.

Ø     BUYER RETAINS THE RIGHT OF ENTRY TO SELLERS FACILITY FOR PURPOSES OF ADMINISTERING THIS PURCHASE ORDER OR ANY ACTIVITY REQUIRED IN CONNECTION WITH THIS AGREEMENT, WITH ADVANCE NOTICE AT REASONABLE TIMES AND INTERVALS.  THIS RIGHT IS ALSO AFFORDED TO BUYERS CUSTOMER, EVENTUAL OEM AND REGULATORY AUTHORITIES.  THIS STATEMENT WILL BE REQUIRED ON ALL SUBCONTRACTED OPERATIONS.

Ø     SHIPMENTS EARLIER THAN SEVEN (7) DAYS TO PURCHASE ORDER DUE DATE WILL NOT BE ACCEPTED WITHOUT WRITTEN AUTHORIZATION FROM BUYER.  PAYMENT WILL BE MADE 30 DAYS FROM RECEIPT OF PURCHASE ORDER OR PURCHASE ORDER DUE DATE WHICHEVER IS LATER UNLESS PREVIOUSLY AGREED TO IN WRITING BETWEEN BUYER AND SELLER.

Ø     ALL INFORMATION PROVIDED WITH THIS PURCHASE ORDER IS PROPRIETARY AND CONFIDIENTIAL INFORMATION.  NO PART OF THIS INFORMATION SHALL BE USED FOR ANY PURPOSE OTHER THAN ACCOMPLISHING ORDER REQUIREMENTS WITHOUT BUYERS WRITTEN AUTHORIZATION.

Ø     SHIPMENTS OR DELIVERIES SHALL BE STRICTLY IN ACCORDANCE WITH QUANTITIES AND SCHEDULES SPECIFIED ON THIS ORDER.  SELLER IS REQUIRED TO NOTIFY BUYER IN WRITING AT EARLIEST TIME IT APPEARS SELLER SHALL NOT MEET SCHEDULE.

Ø     PARTS WITH ALUMINUM IDENTIFICATION TAGS ATTACHED IN ANY MANNER TO PART SHALL NOT HAVE THIS TAG REMOVED UNLESS REQUIRED FOR PROCESSING.  SHOULD TAG BE REMOVED, PARTS MUST BE IDENTIFIED IN A SUITABLE MANNER AS TO NOT LOSE TRACIBILITY.  TAGS SHALL BE REATTACHED PRIOR TO RETURN TO BUYER.

Ø     SELLER SHALL PROCURE NO MACHINED OR PROCESSED PART FROM A THIRD PARTY IN COMPLETED OR SUBSTANTIALLY COMPLETED FORM WITHOUT BUYER'S PRIOR WRITTEN AUTHORIZATION.

Ø     SELLER AGREES TO RETAIN ALL PRODUCTION AND QUALITY CONTROL RECORDS FOR A PERIOD SEVEN (7) YEARS AFTER FINAL PAYMENT UNDER THIS AGREEMENT AT WHICH TIME SELLER SHALL REQUEST DISPOSITION INSTRUCTIONS FROM BUYER AND SHALL TRANSFER SUCH RECORDS AS BUYER MAY REASONABLY REQUEST.

Ø     BUYER MAY AT ANY TIME, BY WRITTEN ORDER MAKE CHANGES IN ANY ONE OR MORE OF THE FOLLOWING: 1) DRAWINGS, DESIGN OR SPECIFICATION, 2) METHOD OF SHIPMENT OR PACKING, 3) PLACE OF INSPECTION, DELIVERY OR ACCEPTANCE, 4) REASONABLE INCREASES OR DECREASES IN QUANTITIES, 5) REASONABLE CHANGES IN DELIVERY SCHEDULES, AND 6) CHANGES IN THE QUANTITES OF BUYER FURNISHED MATERIALS, TOOLING, ET.AL, SELLER SHALL PROCEED IMMEDIATELY TO PERFORM THE ORDER AS CHANGED.  IF ANY SUCH CHANGE CAUSES ANY INCREASE OR DECREASE IN THE COST OR IN THE TIME REQUIRED IN THE PERFORMANCE OF ANY PART OF THE WORK UNDER THIS AGREEMENT, WHETHER CHANGED OR NOT CHANGED BY ANY SUCH ORDER, AN EQUITABLE ADJUSTMENT WILL BE MADE IN THE PURCHASE PRICE OR DELIVERY SCHEDULE, OR BOTH AND THE ORDER (S) WILL BE MODIFIED ACCORDINGLY.  ALL CLAIMS FOR ADJUSTMENTS IN PRICES RESULTING FROM SUCH CHANGES MUST BE MADE BY SELLER WITHIN THIRTY (30) DAYS FROM NOTICE OF THE CHANGE.  EXPEDITE CHARGES, IF ANY, WILL BE NEGOTIATED BASED ON ACTUAL COSTS INCURRED.  IF SELLER FAILS TO MEET AGREED UPON DELIVERY DATE, BUYER WILL NOT BE REQUIRED TO PAY ANY EXPEDITE CHARGES.

Ø     THE PERFORMANCE OF WORK UNDER THIS PURCHASE ORDER WHICH HAS NOT BEEN DELIVERED IN ACCORDANCE THEREWITH MAY BE TERMINATED, WITHOUT CAUSE, IN WHOLE OR IN PART, BY BUYER UPON WRITTEN NOTICE.  BUYER SHALL NOT BE LIABLE FOR ANTICIPATED PROFIT.

Ø     TERMS OF THIS PURCHASE ORDER MAY ONLY BE AMENDED OR SUPERSEDED BY SERVICE AGREEMENTS SIGNED BY BUYER.

Ø      ALL FIRST ARTICLE REPORTS SHALL BE TO THE REQUIREMENTS OF AS9100 8.2.4.2 AND BE COMPLETED IN COMPLIANCE TO THE AS9102 REV. B AS REQUIRED BY AS9100 AND TOP LEVEL CUSTOMERS.

DATED: MAY 18, 2005