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                                                                    EXHIBIT 10.8








                    GENERAL PURCHASE AGREEMENT (GPA)


                                  between


                    ONLINE POWER SUPPLY, INC., a company incorporated in the
                    State of Nevada and having its registered office at 8100
                    South Akron Street, Suite #308, Englewood, Colorado 80112,
                    hereinafter called "SELLER"


                                  and


                    ERICSSON WIRELESS COMMUNICATIONS INC., a company
                    incorporated in the State of Delaware and having its
                    registered office at 6455 Luck Boulevard, San Diego,
                    California 92121, hereinafter called "ERICSSON"


                    Seller and Ericsson, hereinafter also referred to s the
                    "Party" or collectively the "Parties" have entered into this
                    General Purchase Agreement (GPA) on the place and date set
                    forth below.



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            TABLE OF CONTENTS
            -----------------

            PREAMBLE                                                          3
            1        DEFINITIONS                                              3
            2        SCOPE OF AGREEMENT                                       4
            3        ORDERING PROCEDURES                                      4
            4        PRICES AND TERMS OF PAYMENT                              5
            5        TERMS OF DELIVERY                                        5
            6        PACKING AND LABELLING                                    5
            7        QUALITY                                                  5
            8        ACCEPTANCE                                               6
            9        WARRANTY, SERVICING AND RMA PROCESS                      6
            10       DELAYS                                                   7
            11       PRODUCT LIABILITY                                        7
            12       CONTINUITY OF SUPPLY                                     7
            13       RESERVED                                                 8
            14       INFRINGEMENT                                             8
            15       DOCUMENTATION AND TOOLS                                  9
            16       EXPORT AND IMPORT                                        9
            17       CONFIDENTIALITY, PRESS RELEASE,
                     PROMOTIONAL MATERIALS                                    9
            18       FORCE MAJEURE                                           10
            19       TERMINATION                                             10
            20       ASSIGNMENT                                              10
            21       DISPUTES AND GOVERNING LAW                              11
            22       INSURANCE                                               12
            23       GENERAL PROVISIONS                                      14
            24       CONTACT PERSONS, NOTICES                                15
            25       TERM OF AGREEMENT                                       16



            NOTE: Table of Contents pagination corresponds to the
            original document and may not be the same as the Edgarized
            document.

            Appendices and Exhibits which include pricing information not filed.


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PREAMBLE

Whereas,      Ericsson develops, produces sells and provides telecommunication
              systems, products and services; and

Whereas,      Seller sells, distributes and markets the Goods specified in this
              Agreement

Whereas,      Ericsson wishes to purchase the goods specified in this Agreement.

Whereas,      Seller is willing to sell the goods to Ericsson.


NOW, therefore, in consideration of the mutual promises and covenants contained
herein the Seller and Ericsson agree as follows.


1.   DEFINITIONS

     For the purpose of this Agreement the following terms shall have the
     meaning hereby assigned to them unless the context would obviously require
     otherwise.

     "AGREEMENT", means the General Purchase Agreement.

     "ERICSSON", means the Ericsson Company party to the Agreement and/or any
     Ericsson Company which has issued an Order under this Agreement and the
     relevant SPA;

     "ERICSSON COMPANY", means any company whose votes and/or capital are to
     fifty per cent (50%) or more controlled directly or indirectly by
     Telefonaktiebolaget LM Ericsson;

     "ERICSSON DOCUMENTATION", means any drawings, technical documents, software
     programs or other documents in whatever medium or format submitted to the
     Seller by Ericsson or any documents related to any Ericsson Tools;

     "ERICSSON TOOLS", means any tool, model, fixture, measuring instrument,
     equipment or equivalents, made available by Ericsson, or purchased or
     produced by Seller at Ericsson's expense;

     "GOODS", means any components, equipment, parts or other merchandise
     purchased under this Agreement;

     "LEAD TIME", means a mutually agreed period of time immediately preceding
     the delivery date;

     "ORDER", means a binding agreement between the Parties, concluded in
     accordance with Article 3 below;

     "PARTY(-IES)", means Ericsson and/or the Seller;



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     "RULES", means the Expedited Procedures of the commercial Arbitration rules
     of the American Arbitration Association (AAA).

     "SELLER", means a Seller company which has acknowledged an Order under this
     Agreement and the relevant SPA;

     "SELLER COMPANY", means the executing seller company to this Agreement or
     any company whose votes are to more than fifty per cent (50%) controlled
     directly or indirectly by such seller company;

     "SPECIFICATION", means the mutually agreed specification of the goods; and

Other capitalised expressions used in this Agreement shall have the meanings
respectively assigned to them.

2    SCOPE OF AGREEMENT

2.1  This Agreement comprises the general terms and conditions under which any
     Ericsson company may purchase Goods from any Seller company.

2.2  The SPA comprises the specific terms and conditions mutually agreed between
     the Parties regarding the purchase of Goods. Unless otherwise stated in the
     SPA, the quantities listed in the SPA are estimates and do not constitute a
     commitment by Ericsson.

2.3  Any Ericsson Company may conclude SPAs with any Seller Company on terms and
     conditions mutually agreed upon. All Ericsson Companies that are entitled
     to place orders under a SPA shall be listed in the same. All Seller
     Companies that are willing to accept orders under a SPA shall be listed in
     the same.

2.4  This Agreement shall supersede all previous agreements between the Parties
     relating to the subject matter hereof and may only be amended through a
     written document, duly signed by the Parties.

3    ORDERING PROCEDURES

3.1  An Order between the Seller and Ericsson shall be considered concluded when
     the Seller has received a purchase order, provided that the purchase order
     is in accordance with the terms and conditions of this Agreement and the
     applicable SPA. If the purchase order is not in accordance with the terms
     and conditions of this Agreement or the applicable SPA, an Order shall be
     considered concluded when the Seller has acknowledged and agreed to fulfil
     such a purchase order.

3.2  Ericsson may issue purchase orders in writing, by telefax or, if
     applicable, by means of EDI.



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3.3  An Order shall consist of the following documents and shall prevail in the
     order listed below:

     a)   the purchase order, excluding Ericsson's General Purchasing
          Conditions, if such have been enclosed with the purchase order

     b)   this General Purchase Agreement, and

     c)   the SPA

4    PRICES AND TERMS OF PAYMENT

4.1  Prices are set out in the SPA. Unless otherwise agreed in the SPA, such
     prices are firm and fixed and shall include the cost of packing and
     packages.

4.2  Invoices shall refer to the purchase order number and Ericsson's product
     numbers of the Goods.

4.3  Unless otherwise set out in the S PA, Invoices shall be paid within
     FORTH-FIVE (45) DAYS from the date of invoice or from the delivery date,
     whichever comes later. In the event that Seller does not, on average,
     receive payment for properly tendered invoices within this forty-five (45)
     day period, Seller will notify Ericsson in writing and Ericsson will use
     commercially reasonable efforts to determine and resolve any issues which
     are preventing payment to terms.

5.   TERMS OF DELIVERY

5.1  The Seller understands and acknowledges that proper delivery at the agreed
     upon times, are important to Ericsson. Unless otherwise set out in this
     Agreement or the SPA, the goods shall be delivered on the date(s) set out
     in the Order. Prior to the commencement of the agreed upon Lead time
     specified in the Spa, Ericsson may free of charge cancel or change such an
     Order, in whole or in part.

5.2  The terms of delivery shall be interpreted in accordance with INCOTERMS
     2000. Unless otherwise agreed in the SPA, the terms of delivery shall be
     FCA, Seller's place of business.

5.3  When shipping with in the United States, the Seller shall be responsible
     for and pay any and all taxes, dues and levies imposed before the Goods are
     delivered to Ericsson.

6.   PACKING AND LABELLING

6.1      The Goods shall be packed and marked in accordance with Ericsson's
         instructions. The purchase order number and Ericsson's product numbers
         shall be set out in the shipping documents.



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6.2  The Seller shall introduce and maintain a system of bar code labelling.

7.   QUALITY

7.1  Seller undertakes to comply with the applicable requirements in the ISO
     9000 quality system standards and ISO 14001 environmental system standards,
     or such equivalent standards as are specified by Seller and agreed with
     Ericsson.

         If Seller does not comply to the ISO 14001 or equivalent environmental
         standards, Seller shall on or before the execution of this Agreement
         provide Ericsson with a plan for implementation of the said standard.

7.2  Upon reasonable notice to the Seller, Ericsson shall be entitled, at no
     charge by the Seller, to inspect the Seller's premises during normal
     business hours with respect to the verification of processes and quality
     systems, quality control of Goods and carrying out sampling and conducting
     other necessary investigations of quality and delivery performance. The
     Seller shall use this best endeavours to provide for a similar inspection
     by Ericsson on the premises of the Seller's subcontractors. In the event
     that such an inspection does not meet with Ericsson's quality demands, the
     Seller shall, without delay or cost to Ericsson, take the appropriate
     remedial measures in order to achieve the necessary quality level.

7.3  The seller shall issue all documents reasonably requested by Ericsson, in a
     format specified by Ericsson, regarding the quality of the Goods.

8    ACCEPTANCE

8.1  The technical performance and specifications of the Goods shall be set out
     in the Specification.

8.2  The Goods shall meet all requirements imposed by the law (whether
     statutory, regulatory or otherwise) of any governmental entity, having
     jurisdiction over the production, transport and/or sale of the Goods. The
     Goods shall also meet the technical standards and the environmental and
     special market requirements, as set out in the Specification. The Seller
     shall upon request furnish documentation for delivered Goods stating that
     the Goods conform to all requirements mentioned in the Specification.

8.3  If Ericsson deems delivered Goods to be defective with respect to the
     requirements set out in the Specification an can provide documentation to
     that effect and gain concurrence from Seller, Ericsson may reject the Goods
     and cancel the Order concerned or part thereof. In such case the provisions
     set forth in Article 9 of this GPA shall apply.

8.4  If Ericsson deems delivered Goods to be defective with respect to the
     requirements set out in the Specification, and the Seller is able to
     validate the defective condition, then the provision set forth in Article 9
     of this GPA shall apply.


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8.5  Goods returned under this Article 8 will e delivered to the Seller at the
     Seller's expense and risk.

9.   WARRANTY, SERVICING AND RMA PROCESS

9.1  The Seller warrants that the Goods will perform in accordance with the
     Specification and will be free from defects in design, materials and
     workmanship, provided

     a)   that the Goods have not been subject to misuse or neglect by Ericsson
          or its customer, or

      b)  that the Goods have not been altered or repaired otherwise than by
          the Seller or with his approval.

9.2  The Seller shall, at his own option and cost, repair or replace any Goods
     found to be faulty by reason of defective design, materials or workmanship
     during a warranty period of TWELVE (12) MONTHS starting from the delivery
     of the respective Goods, unless otherwise set out in the SPA. Appendix (a)
     to this Agreement pertains to the availability of replacement units of each
     Goods ro Seller, defines any charges which may be payable by Ericsson for
     returned units of each Goods and defines Ericsson's requirement for
     Seller's Return Material Authorization (RMA) process regarding Goods
     returned to Seller. Notwithstanding any termination or expiration of this
     Agreement, Seller shall maintain the capability and capacity for repairing
     and maintaining each Goods (including but not limited to the provision of
     spare parts for each Goods) for a period of three (3) years after the date
     of expiration or termination of this Agreement.

9.3  The warranty for repaired or replaced Goods shall be treated as set out in
     Appendix (1).

     In addition to the warranty above, the Seller agrees to discuss and
     cooperate with Ericsson to resolve any systematic defect if and when they
     might arise. A systematic defect is a defect that appears in more than five
     per cent (5%) of the respective Goods delivered.

9.4  Goods returned under this Article 9 will be delivered to the Seller at the
     Seller's expense and risk.

10.  DELAYS

10.1 Should the Seller discover that the delivery date set out in an Order
     cannot be met, and that the Order has been properly executed to provide for
     agreed upon Lead Times, the Seller shall immediately notify Ericsson in
     writing, stating the cause of the delay and his best estimate of when
     delivery can be made. Such a notification shall not limit the Seller's
     liability according to such an Order or the applicable law.



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10.2 If set out in the applicable SPA, Ericsson may claim liquidated damages,
     for delayed delivery in accordance with the terms set out therein.

11.  PRODUCT LIABILITY

11.1 Should the Goods have a defect which causes damage to persons or to
     property other than such Goods, the Seller shall indemnify and hold
     Ericsson harmless for any such damage.

12.  CONTINUITY OF SUPPLY

12.1 The Seller shall inform Ericsson as soon as possible in writing if any of
     the Goods are to be changed technically which would effect form, fit, or
     function of the Goods or of any plans to suspend or close down
     manufacturing of Goods, in order to permit Ericsson to place consolidated
     purchase orders for future demands.

12.2 Ericsson shall be entitled to place consolidated purchase orders for Goods
     within six (6) months of such notice, for delivery within twelve 912)
     months of the date of such a purchase order.

12.3 Should there not exist a valid SPA between the Parties at the date of such
     a purchase order, the regulations of the applicable SPA valid between the
     Parties at the date of the receipt by Ericsson of such a notice shall
     regulate such a purchase order.

13   RESERVED

14   INFRINGEMENT

14.1 The Seller shall defend, indemnify and hold harmless Ericsson and any
     Ericsson Company, distributor and any customer (purchaser and user) from
     and against any and all damage suffered and costs and expenses (including
     reasonable attorneys' fees) incurred as a result of any claim, suit or
     proceeding brought against any of them based on the allegation that the
     use, sale, distribution or other disposal of any Goods furnished the Seller
     under this Agreement constitutes and infringement of any intellectual
     property rights or applications thereof (including but not limited to
     patents, utility models, mask work protections, industrial designs,
     copyrights and trade marks) or an unauthorized use of trade secret;
     provided that the Seller has been notified without undue delay in writing
     of such claim, suit or proceeding and given authority, information and
     assistance (at the Seller's expense) to settle the claim or control the
     defense of any suit or proceeding.

14.2 In the event that the Goods or any part hereof are ins such suit or
     proceeding held to constitute an infringement or their further use, sale,
     distribution or other disposal is enjoined, the Seller shall promptly, at
     its own expense and at its option, either



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     a)   procure for Ericsson and any Ericsson Company, distributor and any
          customer (purchaser and users) the right to continue the use, sale,
          distribution or other disposal of such Goods;

     b)   replace the same with non-infringing goods of equivalent function and
          performance; or

     c)   modify such Goods so that they become non-infringing without
          detracting from function or performance.

14.3 This Article 14 shall survive the termination of this Agreement or whatever
     cause.

15   DOCUMENTATION AND TOOLS

15.1 Any Ericsson Documentation and any Ericsson Tools are the exclusive
     property of Ericsson and may be sued by the Seller only for the manufacture
     of Goods for Ericsson.

15.2 The Seller shall keep Ericsson Tools stored separately. Ericsson tools
     shall be registered and marked with Ericsson's name, and the product number
     or a mutually agreed identification number. A copy of this register shall
     be submitted to Ericsson upon request. Ericsson Tools shall be maintained
     and insured by the Seller, and may not be used, changed, scrapped, sold or
     disposed otherwise than as directed by Ericsson.

15.3 Upon the termination of this Agreement or upon Ericsson's request, the
     Seller shall return to Ericsson any Ericsson Tools and any Ericsson
     Documentation.

16   EXPORT AND IMPORT

16.1 The Seller is responsible for obtaining and maintaining any export
     license(s) required for delivery of the Goods to Ericsson under this
     Agreement.

16.2 If the Seller is unable to obtain or maintain the export license(s),
     Ericsson may terminate the respective SPA and any related Order or party
     thereof, which may be affected by the aforesaid license.

16.3 The Seller shall inform of and issue all documentation which may be
     required by law, regulation or reasonably requested by Ericsson regarding
     the export, import or re-export of the Goods.

17.  CONFIDENTIALITY, PRESS RELEASES, PROMOTIONAL MATERIALS

17.1 The Seller and Ericsson shall maintain strict confidentiality and not,
     without the other Party's prior consent, disclose to any third party any
     documentation and any information designated by the furnishing Party as
     confidential, whether of a commercial or a technical nature, furnished
     pursuant to this Agreement, i.e. the


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     receiving Party shall use the information only for the purpose of this
     Agreement. Such documentation and information may, however, be disclosed by
     either Party to a customer under similar conditions of confidentiality. In
     the event of any inconsistency between this Article 17 and the
     confidentiality or non-disclosure provisions of any other agreement
     heretofore or hereafter entered into between the Parties, the agreement
     that provides either Party with the most protective terms for
     confidentiality shall prevail.

17.2 The Seller shall ensure that neither he nor any of his subcontractors
     advertise, publish or otherwise disclose the appointment of the Seller, or
     his subcontracts of the terms of this Agreement, any Spa or any Order
     concluded hereunder without Ericsson's prior written approval. All copies
     of material relating thereto which are intended for publication in any form
     by the Seller or any subcontractor must first be submitted to Ericsson for
     approval. Seller shall not, without Ericsson's prior written approval, use
     Ericsson's name and/or corporate logo in informational, promotional,
     advertising or any other materials. Seller does not intend to, and will not
     use, such disclosures to improperly disseminate information about the
     Seller in relation to stock market activities, however, this Article 17
     does not prevent Seller from providing details of the Agreement to
     financial institutions and other government-related bodies.

17.3 Neither Party shall be liable for disclosing any confidential information
     if:

     a)   It was public knowledge at the time of disclosure or thereafter
          becomes generally know other than through an act of negligence by the
          receiving Party.

     b)   it was already know to the other Party as a result of his own
          activities, or

     c)   it is rightfully obtained by a Party from other unrestricted sources.

17.4 This Article 17 shall for five (5) years, survive the termination of this
     Agreement.

18   FORCE MAJEURE

18.1 The performance of either Party, required by this Agreement, any SPA or any
     Order, shall be extended by a reasonable period of time if such performance
     of the respective Party is impeded by an unforeseeable event beyond such
     Party's control, which shall include but not be limited to acts of God,
     industrial actions, riots, wars, accidents, embargo or requisition (acts of
     government), but which shall not include the acts or delays caused by other
     subcontractors or suppliers, hereinafter referred to as "Force Majeure".

18.2 In case of Force Majeure, each Party shall promptly notify and furnish the
     other Party in writing with all relevant information thereto.

18.3 Should an event of force Majeure continue for more than three (3) months,
     Ericsson shall have the right to terminate this Agreement, any SPA or
     Order. In such a case


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     Ericsson shall pay to the Seller the price of goods delivered up to the
     date of termination.

19.  TERMINATION

19.1 Either Party may at any time terminate this Agreement, any SPA or any Order
     with immediate effect and without compensation to the other Party if the
     other Party shall pass a resolution, or any court shall make an order, that
     the other Party shall be wound up or if a trustee in bankruptcy,
     liquidator, receiver, or manager on behalf of a creditor shall be appointed
     or if circumstances shall arise which would entitle the court or a creditor
     to issue a winding-up order.

19.2 Either Party may terminate this Agreement, any Spa or any Order, with
     immediate effect if the other Party has committed a material breach of this
     Agreement, any SPA or any Order concluded hereunder, and not rectified the
     same within thirty (30) days after receiving written notice of termination
     specifying the breach.

20.  ASSIGNMENT

20.1 Neither Party shall have the right to, and each Party covenants that it
     shall not, assign, delegate, mortgage, charge or encumber this Agreement,
     any SPA or any Order (or parts thereof) or any of its rights, duties or
     obligations under this Agreement, or any monies payable or to become
     payable under this Agreement, to any party without the prior written
     consent of the other Party. Such consent shall not be unreasonably
     withheld. Any attempted assignment without such consent or that is not
     expressly permitted by this Agreement shall be null and void. This
     Agreement may not be assigned involuntarily or assigned by operation of
     law.

21   DISPUTES AND GOVERNING LAW

21.1 This Agreement, any SPA and any Orders concluded under this Agreement shall
     be governed and construed by and under the laws of California without
     regard to the application of the principles of conflict of laws.

21.2 The Parties shall make every effort to settle by amicable negotiations any
     difference which may occur between them in connection with this Agreement,
     any Spa or any Order. If the Parties fail to reach such an amicable
     settlement, either Party may refer such differences to arbitration as
     provided below in Article 21.3

21.3 All disputes, differences or questions with respect to any matter arising
     out of or relating to this Agreement, any SPA or Order there under shall be
     finally settled via binding arbitration pursuant to the rules. The
     arbitration will take place in San Diego, California at the office of the
     AAA. The language of the arbitration will be English. The dispute will be
     resolved by a single arbitrator appointed by the AAA in accordance with the
     list procedure described in Paragraph 13 of the rules. The Parties
     expressly agree that prior to the selection of the arbitrator, nothing in
     this Agreement will prevent the Parties from applying to a court that would
     otherwise


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     have jurisdiction for provisional or interim relief. After the arbitrator
     is selected, he will have sole jurisdiction to hear such applications,
     except that the Parties agree that any relief ordered by the arbitrator may
     be immediately and specifically enforced by a court otherwise having
     jurisdiction over the Parties. All fees and cost will be allocated to the
     Parties to the arbitration as determined by the arbitrator, except that the
     prevailing Party shall be entitled to reasonable attorneys' fees and costs.
     To the extent that state or Federal Law under which a Party's claim arises
     provides for the award of attorneys' fees to the prevailing Party, the
     arbitrator is empowered to award such fees. The Parties submit to the
     exclusive jurisdiction of the United States District Court for the Southern
     District of California for the resolution of any dispute or enforcement of
     any right arising out of or relating to this agreement to arbitrate,
     including enforcement of this agreement to arbitrate, application for the
     provisional or interim remedies provided for herein, and confirmation of
     any award rendered by the arbitrator pursuant to this agreement to
     arbitrate and waive any objection to the venue or personal jurisdiction of
     said courts. The decision of the arbitrator shall be final and binding on
     the Parties and enforceable in accordance with the New York Convention on
     the Recognition and Enforcement of Arbitral Awards (9 U.S.C. ss.1 et seq.).

22   INSURANCE

22.1 Seller shall maintain at its sole expense the insurance listed below ad
     name Ericsson as an additional insured on the commercial general liability,
     commercial automobile liability and umbrella liability policies. All
     policies are to include a waiver of subrogation in favor of Ericsson. All
     policies shall have a thirty (30) days' notice of cancellation provision.
     Insurance carriers issuing the below policies must be rated "AVII" or
     better in A.M. Best.

     Commercial General Liability Insurance:

          Aggregate Limit                                 $2,000,000

          Per Occurrence Limit                            $1,000,000

          Products/Completed Operations                   $1,000,000

          Personal & Advertising Limit                    $1,000,000'

     Commercial Automobile Liability Insurance:

          Combined Single Limit                           $1,000,000

              Bodily Injury & property Damaged Combined

              Covering all Owned, Non-owned and Hired Vehicles



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     Worker's Compensation Insurance:

          Employers' Liability                            $500,000

              Statutory benefits

     Commercial umbrella Liability Insurance:

          Per Occurrence                                  $3,000,000

          Aggregate                                       $3,000,000

23.  GENERAL PROVISIONS

23.1 RESERVED.

23.2 WAIVER OF BREACH OF CONTRACT. A waiver of any breach of a provision of this
     Agreement will not be binding on either Party unless the waiver is in
     writing, signed by a duly authorized representative of the Party, as
     applicable, and such waiver will not affect the rights of the Party not in
     breach with respect to any other or future breach.

23.2 MUTUAL INJUNCTIVE RELIEF. The Parties hereby acknowledge and agree that
     Ericsson and Seller will be entitled to mutual injunctive relief as well as
     such other and further relief as may be appropriate for any breach by the
     Parties of any provisions of this Agreement.

23.4 SEVERABILITY. If the application of any provision of this Agreement to any
     particular facts or circumstances shall for any reason be held to be
     invalid, illegal or unenforceable by a court, arbitration panel or other
     tribunal of competent jurisdiction, then: (i) the validity, legality and
     enforceability of any other provisions of this Agreement, shall not in any
     way be affected or impaired thereby; and (ii) such provision shall be
     enforced to the maximum extent possible so as to effect the intent of the
     Parties. If, moreover, any provision contained in this Agreement shall for
     any reason be held to be excessively broad as to the duration, geographical
     scope, activity or subject, then it shall be construe by limiting or
     reducing it so as to be enforceable to the extent compatible with
     applicable law.

23.5 AMENDMENT. All agreements to purchase the Goods, whether electronic, by
     exchange of forms or by conduct of the Parties, shall be governed by the
     terms and conditions of this Agreement. Except as otherwise expressly set
     forth in this Agreement, no provision of this Agreement shall be deemed
     waived, amended or modified by either Party, unless such waiver, amendment
     or modification is in writing, specifically references this Agreement and
     is signed by the authorized representative of the Party against whom it is
     sought to enforce such a waiver, amendment or modification. The terms and
     conditions of this Agreement shall supersede any conflicting terms and
     conditions set forth in any applicable Order.


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23.6 COMPLIANCE WITH LAWS. Seller shall comply at its own expense with all
     applicable laws, ordinances, regulations and codes (including any
     pertaining to the environment, safety and health) of any applicable
     governmental authority, including the identification and procurement of
     required permits, certificates, licenses, insurance, approvals and
     inspections in performance of this Agreement.

23.7 COUNTERPARTS. This Agreement may be executed in two (2) or more identical
     counterparts, each of which shall be deemed to be an original and all of
     which taken together shall be deemed to constitute this Agreement when a
     duly authorized representative of each Party has signed a counterpart. The
     Parties intend to sign and deliver this Agreement by facsimile
     transmission. Each Party agrees that the delivery of this Agreement by
     facsimile shall have the same force and effect as delivery of an original
     signature, and that each Party may use such facsimile signature as evidence
     of the execution and delivery of this Agreement by the Parties to the same
     extent that an original could be used.

24   CONTACT PERSONS, NOTICES

24.1 Ericsson's and the Seller's contact persons regarding this Agreement shall
     be set out below. The contact persons for this Agreement are:

     ERICSSON WIRELESS COMMUNICATIONS             ONLINE POWER SUPPLY, INC.
     INC.
     Eric Taubenberger                            Eli Reed
     5751 Pacific Center Boulevard                8100 South Akron Street, #308
     San Diego, CA 92121                          Englewood, CO 80112
     e-mail: e.taugenberger@eericsson.com         e-mail: ereed@onln.net
     Tel: 858-332-5794                            Tel: 303-741-5641
     Fax: 858-332-8088                            Fax: 303-741-5679

     All notices issued under this Agreement shall be in writing and
     addressed as follows, either party may change its designated addressee
     for purposes of giving notices under this Agreement by written notice
     pursuant to this Article 24:

     If to Ericsson:       Ericsson Wireless Communications Inc.
                           6455 Lusk Boulevard
                           San Diego, CA 92121-2779
                           Attention: Sourcing Director
                           Telephone Number: 858-332-5000
                           Facsimile Number: 858-332-8088

     With a copy to:       Ericsson Wireless Communications Inc.
                           6455 Lusk Boulevard
                           San Diego, CA 92121-2779
                           Attention: Legal Department
                           Telephone Number: 858-332-5000
                           Facsimile Number: 858-332-7189


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                                                                 Page 15 of (17)

      If to Seller:         OnLine Power Supply Inc.
                            8100 South Akron Street, Suite #308
                            Englewood, CO 80112
                            Attention:  Eli Reed
                            Telephone Number: 303-741-5641
                            Facsimile Number: 303-741-5679

25   TERM OF AGREEMENT

     This Agreement shall become effective upon signature by both parties and
     shall remain in effect for one (1) year. The term of this Agreement may be
     extended for a single, one (1) year period provided the Parties mutually
     agree in writing to such an extension no less than forty-five (45) days
     prior to the expiration of the original term.

                           ***************************

     This Agreement has been duly signed in two (2) identical copies of which
     the Parties have taken one (1) each.


     Place:    San Diego, CA                    Place:   Englewood, CO
            --------------------------------           -------------------------

     Date:     May 7, 2002                      Date:
           ---------------------------------          --------------------------

     ERICSSON WIRELESS                          ONLINE POWER SUPPLY, INC.
     COMMUNICATIONS INC.

     By   /s/ Eric Taubenberger                 By   /s/  Kris M. Budinger
        ------------------------------------       -----------------------------

     Name  Eric Taubenberger                    Name   Kris M. Budinger
          ----------------------------------         ---------------------------

     Title   Sr. Subcontracts Administrator     Title   Chief Executive Officer
           ---------------------------------          --------------------------



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