C O R P O R A T E P U R C H A S E A G R E E M E N T

And:

SELLER agrees to provide BUYER with the Products, Services, Spares and/or other materials specifically identified in properly executed Schedules of Deliverables at the applicable Effective Prices and in accordance with the terms and conditions of this Corporate Purchasing Agreement (the "Agreement") between the parties, which Agreement consists of (i) this signature page; (ii) the General Terms for Purchasing, including any amendments thereto; (iii) any Supplemental Terms of Agreement; and (iv) all Attachments.

PRODUCTS & SERVICES: The Products purchased under the Agreement shall be more fully described in a Schedule of Product Deliverables (containing Product part numbers, descriptions, initial unit prices, and lead-times) as updated from time to time in the most currently executed Pricing Schedule. The Spares purchased under the Agreement shall be more fully described in a Schedule of Spares. The Services acquired under this Agreement shall be more fully described in a Schedule of Service Deliverables. Any other materials acquired under this Agreement shall be more fully described in a Schedule of Other Deliverables. Whereas the parties may agree to purchase other products, spares, and/or services, additional Schedules of Deliverables may be added from time to time during the term of the Agreement.

PRICES / CHARGES: The prices, fees, charges, and discounts ("Prices") for Deliverables shall be initially set forth in a Schedule of Deliverables. Whereas the parties may agree, from time to time, to update Prices for any Deliverable, such updated Prices shall be set forth in properly executed Pricing Schedules and shall be the price at which Buyer is entitled to purchase such Deliverables from Seller ("Effective Price") for the period of time specified therein ("Pricing Period"). The Effective Price for any Deliverable, shall be that which is contained in the most recently executed Pricing Schedule or, if none exists, in the applicable Schedule of Deliverables.

AGREEMENT TERM: Effective Date: 10-01-2001 End Date (of Initial Term): _09-30-2004

Notwithstanding anything to the contrary, the Agreement is not a requirements contract and does not obligate Buyer to purchase any minimum quantity of Deliverables but only establishes the terms and conditions for such purchases if and when Buyer submits Orders in accordance with the Agreement. Capitalized terms used on this signature page that are defined elsewhere in the Agreement and shall have the meaning as there defined.

The following general terms and conditions ("General Terms") and any amendments hereto form part of the Corporate Purchase Agreement (the "Agreement") between Buyer and Seller (collectively, the "parties") as identified on the signature page of the Agreement. Subject to the provisions of these General Terms, Buyer may elect to purchase goods, materials, and/or services (individually or collectively referred to as "Deliverables") from Seller. The Effective Date and the End Date of the Agreement together with the contact persons of the parties and their respective addresses for notice, are also identified on the signature page of the Agreement.

It is intended by the parties that the provisions of the Agreement, including these General Terms, shall govern any purchase and sale of the Deliverables including, as applicable, the Products, Spares, Services or other materials set forth in a Schedule of Deliverables forming part of the Agreement.