**Zonatherm Products, Inc.\
251 Holbrook Drive**

**Wheeling, IL 60090**

FAX: (847) 541-1750\
PH: (847) 541-1129

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  **COMPANY:**   FERMI NATIONAL ACCELERATOR     **PROPOSAL    Q00713895
                 LABORATORY                     #:**          

  **ATTN:**      Dave Richey                    **PAGES:**    6

  **FAX:**                                      **DATE:**     Mar 4, 2005

  **FROM:**      Michael Bordenet                             

  **PROJECT:**   FERMI-SHUTDOWN                               
  -------------- ------------------------------ ------------- --------------

We are pleased to provide our quotation for the following Liebert
System:

**Open Wire Solution**

-   **One (1) MLADV,** MultiLink 3.5 Advanced Shutdown and MultiLink 1.5
    Shutdown software on CDROM. Software application designed to monitor
    battery status of Liebert UPS powering the computer system on which
    it is installed. Provides graceful, unattended shutdown of computer
    operating system in the event of extended utility power failures.

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-   **One (1) MLLKB,** MultiLink^TM^ network shutdown license, 5
    computers on CDROM. Allows you to efficiently manage power
    protection on a UPS by running MultiLink^TM^ on one computer and
    using that computer to notify other computers throughout the network
    of UPS conditions.

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-   **One (1) IRACKMLADPT**, adapter hood kit to build custom length
    MultiLink cable for On-Battery and Low-Battery monitoring of the
    UPS. Requires an customer supplied straight through RJ45 cable.

Total Price NOT Including Freight OR TAX \$ 500.00

**SNMP Solution**

-   **One (1) MLADV,** MultiLink 3.5 Advanced Shutdown and MultiLink 1.5
    Shutdown software on CDROM. Software application designed to monitor
    battery status of Liebert UPS powering the computer system on which
    it is installed. Provides graceful, unattended shutdown of computer
    operating system in the event of extended utility power failures.

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-   **One (1) MLLKB,** MultiLink^TM^ network shutdown license, 5
    computers on CDROM. Allows you to efficiently manage power
    protection on a UPS by running MultiLink^TM^ on one computer and
    using that computer to notify other computers throughout the network
    of UPS conditions.

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-   **One (1) SNMP kit for UPS,** includes installation by Liebert
    Global Services

Total Price NOT Including Freight OR TAX \$4,150.00

**[Terms & Conditions:]{.underline}**

**- Quotation Valid for 30 days**

**- Price does not include tax**

**- Terms are Net 30 Days, subject to manufacturer's approval**

\- Liebert standard Terms & Conditions apply (see attached)

**- Please address Purchase Orders to:**

> **Liebert Corporation c/o Zonatherm Products, Inc.**
>
> **251 Holbrook Drive**
>
> **Wheeling, IL 60090**

Michael Bordenet

Seller Terms and Conditions of Sale

Liebert Corporation is herein referred to as \"Seller\". The person or
entity purchasing goods (\"Goods\") and/or licensing software or
firmware, which is preloaded or to be loaded into Goods (\"Software\"),
is herein referred to as \"Buyer.\"

1\. ORDER ACCEPTANCE: No order issued by Buyer to Seller shall be
binding on Seller unless Seller manifests its acceptance of such order
either in writing or by commencement of performance hereunder. Seller
reserves the right, at its sole discretion, to refuse orders. Seller\'s
acceptance of Buyer\'s order shall constitute a binding agreement
between Buyer and Seller and is expressly conditioned on Buyer consent
to the terms and conditions set forth herein as being the complete and
exclusive statement of terms governing the sale/license of Goods and
Software. Changes or additions stated by Buyer in its order or otherwise
are specifically rejected by Seller and shall be binding upon Seller
only if expressly agreed to in writing signed by Seller. Buyer
acceptance of the Goods and/or Software will further manifest Buyer\'s
consent to Seller Terms and Conditions of Sale.

2\. ITEMS PURCHASED: Goods and/or Software purchased and to be provided
hereunder, unless otherwise agreed in writing by Seller, will be
Seller\'s standard Goods and/or Software as specified in Seller\'s
quotation or acknowledgment. Goods provided to Buyer may include
Software incorporated in or provided separately for use with the Goods.
Software title is reserved in Seller and Seller grants Buyer a
non-exclusive, royalty free license solely for Buyer\'s use of the
Software with the Goods provided.

3\. TOOLING: Tool, die and pattern charges, if any, are in addition to
the price of the Goods and are due and payable upon completion of the
tooling. All tools, dies and patterns shall be and remain the property
of Seller. Charges for tools, dies and patterns do not convey to Buyer,
title, ownership interests in, or rights to possession or removal, nor
prevent their use by Seller for other purchasers, except as otherwise
expressly provided by Seller and Buyer in writing.

4\. INSPECTION/TESTING/ACCEPTANCE: Buyer, at its expense, may observe
the inspection and testing of the Goods upon agreement with Seller. All
inspection and testing shall be in accordance with seller\'s
specifications and standards and shall be conducted at Seller\'s plant
before shipment of the Goods. Any claim of non-conforming Goods must be
made promptly before shipment. If Buyer does not inspect the Goods at
Seller\'s plant as provided herein, Buyer shall have ten (10) days from
the date of delivery to verify receipt of conforming Goods and Software.
Buyer must give written notice to Seller within ten (10) days of
delivery of the Goods and Software stating why the Goods and Software
are not conforming or such basis for rejection shall be deemed waived
and Buyer shall be deemed to have unqualifiedly accepted the Goods.

5\. RETURNED GOODS: Except as may be otherwise provided with respect to
warranty returns, advance written permission to return rejected Goods
must be obtained from Seller. Such Goods must be new, unused, of current
manufacture and free of all liens or other claims. Goods must be shipped
freight prepaid to Seller. Goods returned without the prior written
permission of Seller will not be accepted by Seller. Seller reserves the
right to inspect Goods prior to authorizing their return. Upon receipt
of the returned Goods, Seller will issue credit to Buyer in an amount
equal to the billing price or current price of the Goods, whichever is
lower, from which will be deducted an inspection and repacking charge
and the cost of any reconditioning.

6\. SHIPMENT/DELIVERY: Buyer acknowledges that Seller\'s shipping dates
are estimates and are subject to change by Seller upon written notice to
Buyer. Unless otherwise agreed to in writing by Seller, delivery terms
shall be F.O.B. Seller\'s shipping point. Seller reserves the right to
make partial shipments. Risk of loss or damage and responsibility to
insure shall pass from Seller to Buyer upon delivery to a carrier for
shipment to Buyer. Any claims for shortages or damages suffered in
transit are the responsibility of Buyer and shall be submitted by Buyer
directly to the carrier. Shortages and/or damages must be acknowledged
and signed for at the time of delivery. If Goods are held by Seller for
Buyer at Buyer\'s request, or due to Buyer\'s failure to supply shipping
instructions, Seller may invoice Buyer for the full purchase price of
the Goods and Buyer agrees to make payment. Goods held for Buyer by
Seller, for whatever reason, are held at Buyer\'s risk and Buyer shall
reimburse Seller for any insurance, storage or other costs incurred by
Seller.

7\. PRICES: Unless otherwise agreed in writing by Seller, prices for
Goods are F.O.B. Seller\'s shipping point with no discount. Prices
quoted by Seller shall remain in effect for the period stated in
Seller\'s quotation or acknowledgment, or, if none stated, thirty (30)
days after the date of same. If Seller does not receive, within such
time period, an unconditional authorization from Buyer to ship Goods,
Seller shall have the option to change the price for such Goods to that
prevailing at the time of shipment. Prices and license fees do not
include installation, freight, handling, hoisting, rigging, insurance or
storage charges, unless otherwise agreed by Seller in writing. Prices
and license fees also do not include taxes or duties imposed on the
manufacture, sale, delivery or use of the Goods; such assessments are
for Buyer\'s account and Seller will add such assessments to the price
stated absent Seller receipt of Buyer\'s proper exemption certificate.

8\. PAYMENT/SECURITY INTEREST: Payment is due in U.S. currency net
thirty (30) days from date of Seller invoice, time being of the essence.
Any payment not made when due shall be subject to an interest charge at
the maximum rate permitted by Statute. Partial shipments of Goods will
be invoiced and are payable as they occur in accordance with these
terms. Buyer hereby grants Seller a security interest in the Goods,
Software, and products, additions, replacement, proceeds and receivables
therefrom and agrees to execute a financing statement confirming such
interest upon Seller request. Seller may preserve its interests in
payment by enforcing any applicable mechanic\'s, construction or similar
lien rights, or demanding different terms of payment including, but not
limited to, advance cash payment, whenever it appears to Seller that
circumstances require such measures. Buyer agrees to take all measures
necessary to comply with any new payment terms imposed by Seller. If
Buyer fails to comply with payment terms, Seller may elect to terminate
this Agreement or suspend performance under this or other agreements
with Buyer and: (a) with or without legal process and using such force
as may be lawful and necessary, enter into or upon the premises where
the Goods are located and take possession of them (b) cancel all
warranties herein and (c) pursue any additional remedies provided by
law. Buyer shall be liable to Seller for all expenses, including
reasonable attorney\'s fees, relating to the collection of past due
amounts.

9\. DELAYS: Seller shall not be liable or responsible for cost, expense
or damage due to non-performance or a delay in performance where such
non-performance or delay is due to causes beyond its reasonable control,
including, but not limited to, natural disasters, acts of government,
power failure, fire, flood, acts of God, labor disputes, riots, acts of
war, epidemics, or material and transportation shortages. Deliveries of
Goods and/or Software or other Seller performance may be suspended for
an appropriate period of time or canceled by Seller upon notice to Buyer
of the foregoing, but other Buyer and Seller performance hereunder shall
otherwise remain unaffected.

If Seller determines that its ability to supply the total demand of
Goods or to obtain material used in the manufacture of Goods is
hindered, limited or made impracticable due to causes set forth in the
preceding paragraph, Seller may allocate its available supply of Goods
or material among its buyers on such basis as Seller determines to be
equitable without liability to Buyer for any failure of performance
which may result therefrom.

10\. LIMITED WARRANTY: Seller\'s standard warranty applicable to the
Goods purchased provided to Buyer at the time of purchase of Goods, is
the only warranty applicable to the sale of Seller\'s Goods and its
terms, conditions and limitations are incorporated by reference herein.
Seller\'s warranty may be modified only by a writing signed by a duly
authorized officer of Seller. Buyer assumes all other responsibility for
any loss, damage or injury to persons or property arising out of,
connected with, or resulting from the installation or use of Goods,
either alone or in combination with other goods whether supplied by
Seller or otherwise. Buyer acknowledges that any technical advice
furnished by Seller with respect to the use of the Goods is given
without charge and Seller assumes no obligation or liability to Buyer
for the advice given or results obtained; all such advice is given by
Seller and accepted by Buyer at Buyer\'s risk.

SELLER\'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR INDUSTRIAL OR
COMMERCIAL USE.

SELLER\'S WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE OR USE OF
THE GOODS HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS, OR
OTHERWISE AND WHETHER OR NOT THE GOODS ARE SPECIFICALLY DESIGNED AND/OR
MANUFACTURED BY SELLER FOR BUYER\'S USE OR PURPOSE.

SAFM-8540-13

Revision 9; 01/28//03 Page 1 of 1

G:\\standard\\sellerte-11-15-02

Seller\'s warranty obligations are conditioned upon timely receipt of
all payments in accordance with the payment terms specified herein.
During the period any amounts are overdue from Buyer, Seller shall have
no obligations under this warranty. The warranty expiration date shall
not be extended upon payment of the overdue amount. To the extent that
Seller has relied upon any Buyer specifications, information,
representations, or other data in the selection or design of Goods for
Buyer, or the preparation of Seller\'s quotation, and conditions arise
that are at variance with Buyer\'s representations, Seller\'s warranty
and other provisions herein which are affected by such conditions shall
be null and void.

11\. PATENTS AND COPYRIGHTS: Seller warrants that any Goods provided
hereunder do not infringe upon any valid U.S. patent or copyright in
existence on the date of shipment. Seller will defend at its expense any
action brought against Buyer to the extent it is based on a claim the
Goods supplied by Seller infringe a valid United States patent or
copyright. Seller will pay those costs and damages finally awarded
against Buyer in any such claim, but such defense and payments are
conditioned upon the following:

\(a\) Seller shall be notified promptly in writing by Buyer of any
notice of such claim ; and (b) Seller shall have the sole control of the
defense of any action on such claim and all negotiations for its
settlement or compromise; and (c) should the Goods or the operation
thereof become or, in Seller\'s opinion be likely to become, the subject
of a claim of infringement of a valid United States patent or copyright,
Buyer shall permit Seller, at Seller\'s option and expense to: (i)
procure for Buyer the right to continue using the Goods, (ii) replace or
modify the Goods so they become non-infringing, or (iii) grant Buyer a
credit for such Goods, as depreciated, and accept return of same.
Depreciation shall be calculated by Seller as an equal amount per year
over the life of the Goods. (iv) cancel future deliveries of Goods
without liability to Buyer.

Seller shall have no liability to Buyer with respect to any claim of
patent and/or copyright infringement based upon: (a) Combination or
utilization of Goods or Software furnished under this Agreement with
equipment, devices, or Software not manufactured by Seller; or (b) the
modification by Buyer of Goods or Software furnished under this
Agreement; or (c) Seller compliance with Buyer\'s design specifications.

The foregoing states the entire liability of Seller with respect to
infringement of patents or copyrights.

12\. LIMITATION OF LIABILITY/CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL
SELLER HAVE ANY LIABILITY FOR (A) DAMAGES IN EXCESS OF THE PURCHASE
PRICE PAID FOR THE GOODS OR (B) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
OR ECONOMIC CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING
WITHOUT LIMITATION, LOSS OF USE, DATA, PROFIT, OR REVENUE, OR LOSS OR
DAMAGE TO PROPERTY OR EQUIPMENT, OR OTHER ECONOMIC LOSS INCURRED BY
BUYER AS A RESULT OF SELLER\'S PERFORMANCE OR CANCELLATION OF THIS
AGREEMENT, WHETHER ANY CLAIM IS BASED UPON THEORIES OF INFRINGEMENT,
WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE,
EVEN IF SELLER HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

13\. LIMITATION OF REMEDY: SECTION 10 (WARRANTY), SECTION 11 (PATENTS
AND COPYRIGHTS) AND SECTION 12 (LIMITATION OF LIABILITY/CONSEQUENTIAL
DAMAGES) PROVIDE BUYER\'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF
WARRANTIES.

14\. CHANGES: Seller reserves the right to make any changes in the model
and design of its Goods and/or Software without obligation to similarly
alter Goods and/or Software previously sold. Buyer may, in writing,
within the scope of the accepted order, request changes in the
established specifications or delivery schedules. If Seller agrees to
such changes and these changes alter the amount due under the purchase
order or the time required for performance hereunder, the price of Goods
ordered, any license fees and/or the time for performance shall be
equitably adjusted.

15\. CANCELLATION: This Agreement or any part of it is subject to
cancellation by Seller if the conditions specified herein are not met by
Buyer or if Buyer becomes insolvent or bankrupt. In the event of
cancellation for this reason Seller is under no obligation to pay Buyer
for any expenses, costs, claims, or liabilities incurred and Seller may
retain any portion of the purchase price pre-paid by Buyer as liquidated
damages. Seller retains all rights to any other legal remedies it may
have against Buyer. Buyer may cancel orders herein only upon reasonable
advance written notice to Seller and upon payment to Seller of Seller\'s
cancellation charges, which include all costs and expenses incurred by
Seller in the course of performance herein and amounts adequate to cover
any commitments made by Seller and Seller\'s anticipated profit on the
sale of the Goods.

16\. DRAWINGS/DOCUMENTATION: Seller\'s prints or drawings (and the
technology depicted) which are furnished to Buyer in connection with
this Agreement are the property of Seller and Seller retains all patent,
copyright and other rights, including, without limitation, exclusive
rights of use, license, or sale. Buyer\'s possession of such prints or
drawings does not grant Buyer any rights or license, express or implied
therein and Buyer shall, upon Seller request, return immediately all
copies of such prints or drawings to Seller.

17\. EXPORT: Each party hereby agrees to comply with all export laws and
restrictions and regulations of the Department of Commerce or other
United States or foreign agency or authority and not to export or allow
the export or re-export of any Goods to be supplied hereunder in
violation of any such restrictions, laws or regulations, or without all
required licenses and authorizations. Buyer acknowledges that Seller\'s
quote on Goods ordered hereunder is subject to Buyer obtaining any
required license or authorization at time of shipment and Buyer agrees
that Seller shall incur no liability to Buyer if such license or
authorization is unavailable.

18\. NUCLEAR/MEDICAL AND DENTAL: GOODS SOLD HEREUNDER ARE NOT FOR USE IN
ANY NUCLEAR AND RELATED APPLICATIONS. GOODS SOLD HEREUNDER ARE ALSO NOT
FOR USE IN ANY LIFE SUPPORT, PATIENT-CONNECTED, OR APPLIED MEDICAL AND
DENTAL APPLICATIONS. Buyer accepts Goods with the foregoing
understanding, agrees to communicate the same in writing to any
subsequent purchasers or user and to defend, indemnify, and hold
harmless Seller from any claims, losses, suits, judgements and damages,
including incidental and consequential damages, arising from such use,
whether the cause of action be based in tort, contract or otherwise,
including allegations that the Seller\'s liability is based on
negligence or strict liability.

19\. APPLICABLE LAW/VENUE: This Agreement shall be governed by and
performance construed in accordance with the domestic laws and Uniform
Commercial Code as adopted in the State of Ohio, without reference to
its choice or conflict of laws principles. The parties agree that the
proper venue for all actions arising in connection herewith shall be
only in Ohio and the parties agree to submit to such jurisdiction. For
non-domestic sales, the parties mutually agree that the rights and
obligations of the parties herein shall be determined without reference
to the provisions of the 1980 U.N. Convention on Contracts for the
International Sale of Goods, as amended.

20\. SEVERABILITY: If any section or part of this Agreement is or
becomes illegal, unenforceable or invalid then the aforementioned part
or section shall be struck from this Agreement and shall not affect the
remaining parts or sections except to the extent necessary to prevent a
clearly inequitable result.

21\. ASSIGNMENT/DELEGATION: Buyer shall not assign any rights or
delegate any duties hereunder without the prior written permission of
Seller. Any assignment or delegation without such permission shall be
void.

22\. MODIFICATIONS/WAIVER: No proposed conditions, usage of trade,
course of dealing or performance, or agreement asserted or purported to
modify, change, waive, or supplement this Agreement's provisions or the
Seller\'s quotes, acknowledgements, or documents referenced herein shall
be applicable to this Agreement unless in writing and signed by a duly
authorized associate of Seller. No other Seller associate or
representative is authorized to alter the terms of this Agreement.

23\. FINAL AND COMPLETE AGREEMENT: These terms and conditions, any
software licensing agreement and other documents referenced herein, and
any Seller quotation or acknowledgment and documents specifically
referenced therein, represent the final and complete Agreement between
the parties with respect to the sale of Goods and/or license of Software
and supersede all prior or contemporaneous oral or written
communications, representations, understandings or agreements relating
to this subject matter.

LIMITED WARRANTY

This Warranty is given ONLY to purchasers who buy for commercial or
industrial use in the ordinary course of each purchaser\'s business.

General:

Liebert Corporation (\"Liebert\") manufactures, in our opinion, the
finest products and systems available. We take pride in our products and
are pleased that you have chosen them. Under certain circumstances we
offer with our products the following Two-Year Warranty Against Defects
in Material and Workmanship.

Please read your Warranty carefully. This Warranty sets forth our
responsibilities in the unlikely event of defect and tells you how to
obtain performance under this Warranty.

TWO YEAR LIMITED WARRANTY

AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP

LIEBERT PRODUCTS COVERED:

The covered products are: PowerSure® Surge II, PowerSure® PST,
PowerSure® PSA, PowerSure® PSP, PowerSure® PSI, UPStation® GXT (mini
tower models), UPStation® GXT 2U (up to and including 3 kVA models),
GXT2-6000RT208, and MicroPOD 2U.

Terms of Warranty:

The Liebert product is warranted to be free of defects in material and
workmanship for a period of two (2) years from date of product purchase,
but in no case to exceed twenty-seven months (27) from date of shipment
of the product by Liebert. If any part or portion of the Liebert product
fails to conform to the Warranty within the Warranty period, Liebert, at
its option, will furnish new or factory remanufactured products or parts
for repair or replacement.

Additionally, if the Liebert product should fail to operate upon initial
start-up or should cease to operate within ten (10) days of start-up,
Liebert will provide User a new replacement product, subject to the
limitations below, but at no cost to User for Liebert labor or
transportation charges arising from the replacement of the product, if
Liebert determines the failure of the product was due to a defect in
material or workmanship.

Warranty Extends to First Purchaser for Use, Non-transferable:

This Warranty is extended to the first person, firm, association or
corporation for whom the Liebert product specified herein is originally
installed for use (the \"User\") in the fifty United States or Canada.
This Warranty is not transferable or assignable without the prior
written permission of Liebert.

Assignment of Warranties:

Liebert assigns to User any warranties which are made by manufacturers
and suppliers of components of, or accessories for, the Liebert product
and which are assignable, but Liebert makes NO REPRESENTATIONS as to the
effectiveness or extent of such warranties, assumes NO RESPONSIBILITY
for any matters which may be warranted by such manufacturers or
suppliers and extends no coverage under this Warranty to such components
or accessories.

Drawings, Descriptions:

Liebert warrants for the period and on the terms of the Warranty set
forth herein that the Liebert product will conform to the descriptions
contained in applicable certified drawings, if any, Liebert\'s final
invoices, and to applicable Liebert product brochures and manuals
current as of the date of product shipment ("Descriptions"). Liebert
does not control the installation and use of any Liebert product.
Accordingly, it is understood that the Descriptions are NOT WARRANTIES
OF PERFORMANCE and NOT WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

Warranty Claims Procedure:

Within a reasonable time, but in no case to exceed thirty (30) days,
after User\'s discovery of a defect, User shall contact Liebert at (800)
222-5877 and request a return authorization number. User shall ship the
defective product to Liebert. Liebert products shipped to Liebert
without a return authorization number will be refused and returned
freight collect to User at User\'s expense. Products shipped by User to
Liebert which have incurred freight damage due to User\'s improper
packaging of the product will not be covered by this Warranty and any
repairs or replacement parts, components or products needed will be
invoiced in the full current price amount and returned freight collect
to User.

Subject to the limitations specified herein, Liebert will repair or
replace, at its option, without charge for materials, subsequent to its
inspection and F.O.B. Liebert\'s facility, the product shipped to
Liebert that does not conform to this Warranty. Replacement products
shipped to User prior to User\'s shipment of the claimed defective
product to Liebert shall be invoiced in the full current price amount
should User fail to return the claimed defective product to Liebert
within thirty days of receipt of the replacement product. Warranty
coverage will be extended only after Liebert\'s inspection discloses the
claimed defect and shows no signs of treatment or use that would void
the coverage of this Warranty. All defective products and component
parts replaced under this warranty become the property of Liebert.

Warranty Performance of Component Manufacturers:

It is Liebert\'s practice, consistent with its desire to remedy Warranty
defects in the most prompt and effective manner possible, to cooperate
with and utilize the services of component manufacturers and their
authorized representatives in the performance of work to correct defects
in the product components. Accordingly, Liebert may utilize third
parties in the performance of Warranty work, including repair or
replacement hereunder, where, in Liebert\'s opinion, such work can be
performed in less time, with less expense or in closer proximity to the
Liebert product.

Items Not Covered By Warranty:

THIS WARRANTY DOES NOT COVER DAMAGE OR DEFECT CAUSED BY misuse, failure
to recharge batteries, improper application, wrong or inadequate
electrical current or connection, negligence, inappropriate on-site
operating conditions, corrosive atmosphere, repair by non-Liebert
designated personnel, accident in transit, tampering, alterations,
exposure to the elements, Acts of God, theft, installation contrary to
Liebert\'s recommendations, or in any event if the Liebert serial number
has been altered, defaced, or removed.

Warranty is void if the battery is allowed to discharge below the
minimum battery voltage cutoff point.

TO PREVENT SUCH DISCHARGE -

DO NOT leave the unit POWER switch ON for more than 2 days without AC
power being supplied to the UPS.

The battery must be recharged every 6 months if not in use.

THIS WARRANTY DOES NOT COVER installation costs, fuse replacement,
circuit breaker resetting or maintenance or service items and further,
except as may be provided herein, does NOT include labor costs or any
part thereof or charges to remove or reinstall the same at any premises
of User.

THE PRODUCTS LISTED IN THIS WARRANTY ARE NOT DESIGNED FOR USE IN THE
FOLLOWING APPLICATIONS: (i) ANY NUCLEAR OR RELATED APPLICATIONS; AND
(ii) LIFE SUPPORT AND PATIENT-CONNECTED AND APPLIED MEDICAL AND DENTAL
APPLICATIONS.

REPAIR OR REPLACEMENT OF A DEFECTIVE PRODUCT OR PART THEREOF DOES NOT
EXTEND THE ORIGINAL WARRANTY PERIOD.

Limitations:

. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

. USER\'S SOLE AND EXCLUSIVE REMEDY IS REPAIR OR REPLACEMENT OF THE
LIEBERT PRODUCT AS SET FORTH HEREIN.

. IF USER\'S REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE BY A
COURT OF COMPETENT JURISDICTION, LIEBERT\'S RESPONSIBILITY FOR PROPERTY
LOSS OR DAMAGE SHALL NOT EXCEED THE NET PRODUCT PURCHASE PRICE

. IN NO EVENT SHALL LIEBERT ASSUME ANY LIABILITY FOR INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER,
INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS
OF DATA, WHETHER ANY CLAIM IS BASED UPON THEORIES OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHERWISE.

Miscellaneous:

. NO SALESPERSON, EMPLOYEE OR AGENT OF LIEBERT IS AUTHORIZED TO ADD TO
OR VARY THE TERMS OF THIS WARRANTY. Warranty terms may be modified, if
at all, only by a writing signed by a Liebert Officer.

. Liebert obligations under this warranty are conditioned upon Liebert
timely receipt of full payment of the product purchase price and any
other amounts due. Liebert reserves the right to supplement or change
the terms of this Warranty in any subsequent warranty offering to User
or others.

. In the event that any provision of this Warranty should be or becomes
invalid and/or unenforceable during the warranty period, the remaining
terms and provisions shall continue in full force and effect.

. This Warranty shall be governed by, and construed under, the laws of
the State of Ohio, without reference to the conflict of laws principles
thereof.

. This Warranty represents the entire agreement between Liebert and User
with respect to the subject matter herein and supersedes all prior or
contemporaneous oral or written communications, representations,
understandings or agreements relating to this subject.