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3. Payment/Financing. Topspin will determine Customer's credit terms on a per-order basis and such

terms are subject to a credit review and approval by Topspin in its sole discretion. The amount of

credit may be changed or credit withdrawn by Topspin at anytime in its sole discretion. All

payments shall be made in U.S. Dollars net thirty (30) days from the date of invoice unless

otherwise stated by Topspin in writing. Any amounts not paid when due will accrue interest at the

rate of 1 1/2% per month, or the maximum amount allowed by law, if lower. In the event that any

payment is more than thirty (30) days late, Topspin shall have the right to suspend performance

until all payments are made current. Customer shall pay for all costs (including reasonable

attorneys' fees) incurred by Topspin in connection with the collection of late payments. Each

accepted purchase order is a separate, independent transaction, and Customer has no right of set-off

against other purchase orders or other transactions with Topspin. Customer hereby grants Topspin a

security interest in the Products in the amount of the unpaid balance of the purchase price until paid

in full. Topspin may file a financing statement for such security interest and Customer shall sign

any such statements or other documentation necessary to perfect Topspin's security interest.

4. Software License. (a) “Software” means Topspin's computer programs Products, in object code

format, including without limitation firmware, delivered hereunder, whether incorporated in the

hardware Products or delivered separately, and whether or not there is a separate charge therefor.

The term “Software” shall also include any other new features, functionality or enhancements to

the Software provided to Customer. All references to the “purchase,” “sale” of or “selling”

Software shall mean the granting of a license to use such Software. (b) Subject to the terms and

conditions of this Agreement, Topspin hereby grants Customer a non-exclusive, non-transferable,

non-sublicensable license to use the Software (in object code form only) solely in accordance with

the accompanying documentation for the internal business purposes of Customer. (c) Except as

expressly provided in this Agreement, The license set forth above does not include any rights to

and Customer shall not (i) reproduce, modify, translate or create any derivative work of all or any

portion of the Products, (ii) sell, rent, lease, loan, provide, distribute or otherwise transfer all or any

portion of the Software, (iii) reverse engineer, reverse assemble or otherwise attempt to gain access

to the source code of all or any portion of the Products, (iv) use the Software for third-party

training, commercial time-sharing or service bureau use, (v) remove, alter, cover or obfuscate any

the Products, (vi) unbundle any component of the Products, or (vii) cause or permit any third party

to do any of the foregoing. (d) If Customer is a European Union resident, Customer acknowledges

that information necessary to achieve interoperability of the Software with other programs is

available upon request. (e) Customer may make a single copy of standalone Software solely for its

back-up purposes; provided that any such copy is the exclusive property of Topspin and its

suppliers and includes all copyright and other intellectual property right notices that appear on the

original. (f) Customer shall have the right to transfer the Software that is embedded in hardware

Products in connection with a transfer of all of Customer's right, title and interest in such hardware

Products to a third party; provided, that, Customer transfers the such Software and any copies

thereof subject to, and such third party agrees in writing to be bound by, all the terms and

conditions of this Agreement. (g) Customer acknowledges that the Software contains or is provided

with copyrighted software of Topspin's suppliers as identified in associated documentation or other

printed or electronic materials (“Third Party Software”) which are obtained under a license from

such suppliers. Customer's use of any Third Party Software shall be subject to and Customer shall

comply with the applicable restrictions and other terms and conditions set forth in the such

documentation or materials.

5. Title/Risk of Loss/Acceptance. All sales are made F.O.B. point of shipment at Topspin's

designated manufacturing facility, and Topspin's title to the Products (except for Software) and the

risk of loss of or damage to the Products ordered by the Customer will pass to Customer at time of

Topspin's delivery of Products to the carrier. The carrier shall be deemed Customer's agent, and any

claims for damages in shipment must be filed with the carrier. Topspin is authorized to designate a

carrier pursuant to Topspin's standard shipping practices unless otherwise specified in writing by

Customer. All Products shall automatically be deemed accepted upon receipt by Customer.

Customer must provide written notice to Topspin within thirty (30) days of delivery in the event

that Products do not conform to the quotation made by Topspin.