Article 13 Termination

13.1 Term - This Agreement shall take effect as of the date first above written.

13.2 Termination - If all or part of the work is terminated prior to its completion, such work shall be deemed to have been executed to the extent of the state progress which the Seller has reached as of the date of termination, and the Buyer shall pay termination charges determined in accordance with the Seller’s standard accounting practices upon submission of the Seller’s invoices thereof. Except as specifically agreed in writing, termination shall not relieve either Party of any obligation arising out of work performed prior to termination. Charges for the terminated portion of contracts are payable by the Buyer to the Seller upon submission of its invoices for the Purchased Goods.

13.3 Termination - Notwithstanding the provisions of Section 13.1 above, this Agreement may be terminated in accordance with the following provisions:

(a) Either Party hereto may terminate this Agreement at any time by giving notice in writing to the other Party, which notice shall be effective upon dispatch, should the other Party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other Party or a substantial part of its business come under the control of a third party;

(b) Either Party may terminate this Agreement by giving notice in writing to the other Party, should an event of Force Majeure continue for more than * (*) months as provided in Article 12; and

(c) Either Party may terminate this Agreement by giving notice in writing to the other Party in the event the other Party is in material breach of this Agreement and shall have failed to cure such breach within 30 (thirty) days of receipt of written notice thereof from the first Party.

Article 14 General Conditions

14.1 Third Parties - Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.2 Severability - If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances.

14.3 Modification or Waiver - No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power hereunder. No modification or waiver of any provision of this Agreement nor consent to any departure by any Party therefrom shall in any event be effective until the same shall be in writing and then such waiver or consent be effective only in the specific instance and for the specific purpose for which given, it being recognized, however, that any provision of this Agreement may be modified or waived by the written agreement of the parties hereto. No notice to or demand on any Party in any case shall entitle such Party to any other or further notice or demand in similar or other circumstances except as specifically provided herein.

14.4 Benefit of the Agreement - This Agreement shall endure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Parties hereto.

14.5 Assignment - Neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without the written consent of each of the Parties.

14.6 English Language - The Parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and shall be drawn up in English only.

14.7 Counterparts - This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

14.8 Notices - Notices permitted or required to be given hereunder shall be deemed sufficient if given by registered or certified air mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties as first above written or at such other addresses as the respective parties may designate by like notice from time to time. Notices so given shall be effective upon (a) receipt by the party to which notice is given, or (b) on the tenth (10th) day following the date such notice was posted, whichever occurs first.

[Note that this may not be that efficient when dealing with parties from some of the lesser developed countries; in that case you would want to insert a provision requiring notice by some other medium such as telex.]

IN WITNESS WHEREOF the Parties hereto duly executed this Agreement.

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By:_________________________

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By:_________________________