EXHIBIT 10(ai)
                                                                  --------------

Confidential Treatment Requested as to certain information contained in this
Exhibit and filed separately with the Securities and Exchange Commission.

                           PURCHASE AND SALE AGREEMENT

                        60 MW Solar Cell Production Line,
                     for 156mm Multi Crystalline Solar Cells

                                 August 26, 2009

  1.    The Parties:

        Spire Corporation (the "Seller"), a business incorporated in the
        Commonwealth of Massachusetts, with its principal place of business at
        One Patriots Park, Bedford, Massachusetts, 01730-2396, U.S.A.;

        Uni-CHEM Co., Ltd. (the "Buyer"), a business established in Republic of
        Korea, with its principle place of business at 7 Floor, SAMWOO Building,
        50-12 Bangpo-Dong, Seocho-Gu, Seoul, Korea

  2.    Terms of Agreement:

        Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
        Products described in Article 3 below, pursuant to the provisions of the
        Purchase and Sale Agreement hereinafter set forth. Such provisions shall
        prevail and no other article, condition, clause or term shall have any
        effect unless specifically admitted by this document.

  3.    The Products bought by Buyer and sold by Seller are set forth in this
        Article below and will be shipped to Buyer on or before June 20, 2010.
        The capacity of the line is based on twenty-four hours per-day, seven
        days per-week, fifty weeks per-year operation. Partial shipments are
        allowed as needed and any shipment may be transshipped as may be
        appropriate. The specifications of the Products are delineated in
        Attachment B hereto.

        ***







*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>


                     ***
        b. PROCESS AND QUALITY CONTROL EQUIPMENT
                     ***

        NOTE: Shipments schedule are contingent upon receipt by Seller of
        Buyer's non-refundable down payment on or before October 20, 2009 as
        well as the fulfillment of certain other conditions that, if applicable,
        are stated elsewhere below. Any failure by Buyer to adhere to the
        payment plan as outlined in Article 4 may cause Seller to revise the
        shipment schedule.

  4.    Price and Terms of Payment:

        a.  Price:

            The price for the Products, including technical documents, technical
            services, and training in their operation and maintenance, as set
            forth above, is a total of U.S. Dollars $21,750,000.00 (Twenty one
            Million Seven Hundred Fifty Thousand US Dollars), Ex-Works loaded
            USA and Europe ports. Seller will advise Buyer three (3) months in
            advance of shipments of all shipping ports.

                       60MW Automated Cell Production Line
                       -----------------------------------

            Item Description                                            Quantity
            --------------------------------------------------------------------
                 Process Equipment                                         1
                ***






*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

           ***

        Process & Quality Control Equipment
        ***
                Total Equipment
                Installation, Training, Process training
                Facility design, Purchasing
                Total (excluding crating and packing)              $21,750.000

        b.  Payment:

            Buyer shall make payments to Seller in accordance with the schedule
            outlined below:

                Buyer shall send non-refundable Down Payment, on or before
                October 20, 2009 based upon Seller's invoice, in the amount of
                ***

                Such payment shall be effected by Buyer via telegraphic transfer
                to Seller's bank as below:

                      ***


            ii. Buyer subsequently shall establish irrevocable, transferable,
                and divisible Letter of Credit advised by advising bank for the
                remaining balance price of the Products of each shipment:

                A Letter of Credit of *** shall be established.



*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>


                Such Letter of Credit shall be established within 90 days prior
                to first shipment of the Cell Line Equipment. The expiration
                date for the Letter of Credit described in this Article shall
                not be earlier than sixteen months from the date of the last
                scheduled shipment. Such Letter of Credit shall be drawable by
                Seller in one (1) sequence: a draw of *** on an individual
                equipment piece basis, upon presentation of commercial invoice
                and applicable Ready to Ship Equipment Certificates issued by
                Seller. In case individual equipment(s) is/are ready to ship,
                such commercial invoices shall be valued at the equipment price
                plus the pro-rata value of the installation, training,
                purchasing, and like services. Other terms and conditions of
                this Letter of Credit shall be in accordance with the document
                entitled "Letters of Credit Requirements" and attached hereto as
                Attachment A. Buyer agrees to amend this Letter of Credit
                promptly upon Seller's request provided that Seller furnishes a
                satisfactory and reasonable explanation for such amendment, and
                that the terms of the amendment are mutually agreed upon by
                Buyer and Seller.

  5.    Performance and Performance Period:

        a.  Conditions precedent for Seller to begin performance:

            i.  Purchase and Sale Agreement signed by both Parties;

            ii. Down Payment received by Seller on or before October 20, 2009.

        b.  Performance:

            A Design Review Meeting ("DRM") shall be convened within the first
            six (6) weeks of the period of performance. The DRM shall establish
            all appropriate design specifications of the Products, such that the
            Seller's procurement process can be initiated. Seller and Buyer
            shall agree to the designed specifications outlined in the DRM in
            writing. Seller shall make delivery in full of the DRM product,
            including all Product components, installation at the Buyer's site
            in accordance with standard industry practices as well as equipment
            training (use and maintenance), using its best efforts in accordance
            with the shipment schedule in Article 3 (and outlined in greater and
            more definitive detail in the Attachments hereto). As a result of
            any changes to the Seller's proposed Cell Line design, and the
            Products, as a result of the mutually agreed DRM, Seller has the
            right to modify its price accordingly. Installation shall be defined
            as the mechanical set-up of all applicable Product (sometimes called
            equipment), and the mechanical operation such that the equipment
            performs the mechanical functions it was designed for as outlined in
            Attachment B.

            Seller shall provide all training services, equipment manuals, and
            the like, to Buyer within one (1) month of the Installation.
            Training shall be conducted in accordance with the agenda and
            schedule (Attachment E), LINE ACCEPTANCE, PERFORMANCE AND TRAINING
            SCHEDULE To be established in writing by Seller and Buyer.

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

Training will begin immediately upon installation of individual process and
material-handling equipment. One or more original-equipment-manufacturer
installation technicians and/or Seller personnel will conduct operational,
safety and maintenance training during installation. This start-up period will
be most useful for process engineering, electro-mechanical engineering,
electro-mechanical technicians, and senior-machine operators. Individual
training will repeat as additional equipment is installed and routed to
facilities

            Process training required to match individual equipment into an
            integrated solar-cell line will begin immediately after all process
            equipment is installed. Management training will be performed in
            conjunction with process training to make certain the buyer can
            staff, control, and operate the line on a day-to-day basis. The
            Seller will provide expert consultation for the process, operation,
            and staffing needs from installation through final acceptance. The
            Seller will not provide expert consultation for electro-mechanical
            troubleshooting and maintenance of equipment. During the ramp up
            period the Seller or its authorized local representative ("Support
            Team") will provide on-site support to the Buyer. It is expected the
            Seller's Support Team will be on-site for a period of up to six
            months and will also provide maintenance, troubleshooting and
            operational support. (Assumption is single shift operation with all
            other support as needed on "on call service" basis.) This support,
            by the Seller's Support Team does not relieve the Buyer from having
            fully trained and skilled electo-mechanical engineers and
            technicians to troubleshoot routine electro-mechanical problems and
            provide day-to-day operational support

            Every deliverable component shall be new; shall evidence
            high-quality workmanship, and be free of any defects in design,
            assembly and installation that may inhibit the smooth operation; and
            which satisfies the purpose of this Agreement. Each unit of
            deliverable equipment, where applicable, shall correspond to the
            specifications attached as Attachment B; be accompanied by a
            standard spare parts package which shall be defined by Seller prior
            to the shipment; and be subject to a limited warranty as specified
            elsewhere in Article 8 of this Agreement.

            All of the Product components delivered by the Seller shall be
            packed using new and strong packaging appropriate for shipping,
            transportation, loading and unloading. According to the requirements
            of each unit of equipment and any other items included with them,
            the Seller shall, consistent with accepted industry practices,
            supply any protection necessary to protect such equipment and other
            items from humidity, water, rust, erosion, or any other
            environmental factor which may damage the equipment or other items,
            and to insure that the Products arrive at the Buyer's site safe and
            intact.

            Each package, box or crate shall include the following documents:

                 1. Two (2) copies of a detailed packing list;
                 2. Operation, service and repair manuals, written in English;
                 3. Spare parts list;
                 4. Two (2) copies of assembly drawing as required for routine
                    repair and maintenance.
<PAGE>

        c.  Performance Period:

            The period of performance shall commence when the conditions
            precedent as described above are met and shall conclude with the
            delivery of the Products, the installation of the same at a site
            specified by the Buyer, completion of such training as is specified
            herein, and the qualification of the Products as agreed herein by
            the Parties.

        d.  Acceptance Criteria

            The acceptance criteria for accepting the Product(s) will be
            mutually defined during the first DRM held between the Buyer and the
            Seller.

  6.    Alterations to Product:

        The Products specified in Article 4 above and as described in detail in
        Attachment B hereto are standard Products manufactured and assembled by
        Seller. Any requirement by Buyer to have Seller modify specifications
        and features of the Products may affect the price, even if such
        modification eliminates a feature or relaxes a specification, as all
        changes require an engineering charge. Other charges may apply. Buyer
        will submit all such requirements to Seller as soon as they become
        known. Seller will advise Buyer as soon as practical the effect all such
        requirements are estimated to have on price, delivery schedule,
        performance, and warranties as herein stated. In particular, Buyer
        agrees that any subsequent requirement other than addressed above
        thereafter agreed upon by the Parties will constitute a change in
        Seller's performance requirements and may further affect the delivery
        schedule cited above. In the event of any changes required by Buyer, in
        requesting such change, Buyer thereby releases Seller from strict
        adherence to this schedule, although Seller is expected to use its best
        efforts to minimize or eliminate any delay that may result from changes
        required by Buyer. Seller reserves the right to make changes to the type
        or source of parts used to manufacture the components of the Products to
        eliminate any procurement problems or to improve quality of operations.
        Such changes will be made without notice to Buyer, but Seller's
        responsibility to furnish Products of equal or improved in quality shall
        not be altered.

  7.    Certain Responsibilities of Buyer:

        a.  Installation Site Preparation:

            Buyer will have an installation site, including utility/facility
            (power, water, compressed air, factory floor space) requirements,
            prepared for Seller to install the Products at the time of its
            arrival at the location/address specified by Buyer, but in any case
            not later than thirty (30) days after the arrival of the last
            Product at such location/address. Failure by Buyer to make such a
            site, including all required utility/facility items available at or
            before the expiration of the thirty day period will allow Seller, at
            its sole discretion, to consider itself absolved of any further
            performance with regard to training and installation except at
            Seller's convenience thereafter. Any delay for any reason (save for
            Force Majeure) arising with the Buyer
<PAGE>

            that delays the completion of installation beyond ninety (90) days
            after the arrival of the Products at Buyer's site will cause the
            full amount of the outstanding balance at that time to become due
            and payable by Buyer, at Seller's sole discretion, and the Project
            deemed complete. Buyer will promptly make the required change to the
            Letter of Credit to facilitate this collection upon application of
            Seller. Seller shall, in such instance adjust its installation
            schedule for its own convenience but with consideration to Buyer's
            schedule to the maximum extent possible. In addition, any direct
            added costs incurred by Seller by reason of Buyer's failure to
            proceed with installation of the Product and training of its
            personnel shall be charged to Buyer, invoiced separately, and
            payable thirty (30) days from invoice date. The site shall possess
            all the utility/facility requirements as agreed by both parties. If
            the Seller's technical staff is not able to arrive at the site at a
            time mutually convenient, the Buyer may start inspection and
            installation at its own risk.

        b.  Inspection:

            The Buyer shall inform the Seller of the inspection date twenty (20)
            days prior to the scheduled date for inspection. Seller may send its
            representative(s) to join in the inspection at its expense. If any
            part is missing, defective, damaged, or there is any other
            non-conformity present, Buyer shall notify Seller immediately in
            writing with appropriate documentation. Buyer shall correct such
            non-conformities in accordance with the warranty attached to the
            Agreement as Attachment C. Seller's adherence to the terms of the
            warranty prior to the completion of installation does not in any way
            shorten the ordinary warranty period. Seller has the right to
            photograph or videotape the container opening and inspection
            process.

        c.  Supplemental Training:

            Seller will provide supplemental training during the course of the
            installation process for up to four (4) operators (training of
            additional operators may result in additional cost). All such
            training is understood to be supplemental to the training conducted
            at Seller's facility, and constitutes "on-the-job-training"
            conducted during the Installation process. All such trainees must be
            proficient in spoken and written English, or Buyer must provide at
            its expense a skilled interpreter/translation expert to render
            Seller's trainer/installer's instructions into trainee's native
            language in an effective and efficient manner. Seller will provide
            operation, repair and maintenance manuals to Buyer in English, and
            will attempt to provide them to Buyer sufficiently in advance of the
            installation process to allow Buyer to translate or have them
            translated and copied. Seller does not warrant the content of such
            documents if translated.

        d.  Materials

            Buyer must send a minimum of each type of wafer to be used 8 weeks
            before the scheduled shipment date. The wafer will be used for set
            and test of the equipment prior to shipment. In addition, at the
            time of installation Buyer must have available a minimum six
            thousand (6,000) solar wafers of the type that the system will run
            in the initial production configuration.
<PAGE>


        e.  The Buyer is expected to sign off and accept the Seller cell line
            after successful installation. If the Buyer uses the cell line for
            commercial purposes or is making cells for use on photovoltaic
            modules for a period of more than 30 days then the Buyer's cell line
            considered fully accepted and applicable payments due Seller made.

  8.    Warranty:

        Seller sells the Products set forth herein with a Limited Warranty as
        shown in Attachment C hereto. It is this Limited Warranty and no other
        that shall apply to any claims of defects in parts and/or labor on any
        unit of the Products. Seller expressly disclaims any and all other
        promises or guarantees that may be purported to apply.

        If any defects are found except where limited by the specific terms of
        the Limited Warranty, including but not limited to damaged, missing,
        substandard or malfunctioning parts and components, the Buyer has the
        right to have the Products and/or any of their components repaired
        and/or replaced in accordance with the Limited Warranty terms by the
        Seller.

  9.    Product Qualification; Standard for Equipment Acceptance and Completion:

        Provided that the Buyer has satisfied its obligations as set forth
        herein, Seller will provide performance conditions in accordance with
        Attachment D hereto; the "Acceptance Protocol."

        In the event that the results of the Acceptance Protocol show that the
        Product(s) fail to meet one or more of the performance conditions and
        such failure is demonstrably attributable to the Seller, Seller, at no
        additional charge to Buyer, shall undertake actions to correct such
        defective performance.

        The liabilities expressly assumed by Seller under this Agreement shall
        be Seller's only liability hereunder, at contract and law, and Buyer
        hereby releases Seller from any and all liability and claims of
        liability in excess thereof. Seller's total aggregate maximum total
        liability shall be determined jointly by both Parties pursuant to an
        analysis of the deficiencies giving rise to any claim by Buyer.

  10.   Indemnity:

        Buyer shall indemnify, defend, protect and hold harmless Seller from any
        action, suit, complaint, allegation and controversy of whatever kind
        which originates in Buyer's operation of the installed Products and the
        sale or use of any products that was manufactured using the Products,
        provided that Buyer failed to follow all or some portion of the
        instructions for use provided by Seller, and provided also that no
        portion of the cause has its origin in any act of gross negligence on
        the part of Seller.
<PAGE>

  11.   Confidentiality:

        Certain matters regarding this relationship embodied by this Agreement
        may be considered confidential or sensitive to one or the other Party to
        this Agreement. The Parties agree that all such matters, once
        identified, will be treated in accordance with the Confidential
        Disclosure Agreement attached hereto as Attachment F. This Agreement
        does not confer any right of ownership to any technical data disclosed
        to Buyer for Process Technology development purposes, and Buyer shall
        not release any technical data to any third party without the written
        approval of Seller.

  12.   No License:

        This Agreement does not convey any license to Buyer to use Seller's name
        or any form of its corporate identification in any jurisdiction. Buyer
        is allowed a limited non-exclusive license to use certain technical data
        for the purpose of developing process technology.

  13.   General Provisions:

        a.  No Waiver - Waiver of any provision of this Agreement, in whole or
            in part, in any one instance shall not constitute a waiver of any
            other provision in the same instance, or any waiver of the same
            provision in any other instance, but each provision shall continue
            in full force and effect with respect to any other then-existing or
            subsequent breach.

        b.  Notice - Any notice required or permitted under this Agreement shall
            be given in writing to the Parties at their respective addresses as
            specified above, or at such other address for a Party as that Party
            may specify by notice (i) by delivery in hand or, (ii) registered or
            certified mail, return receipt requested, or courier or some other
            form of expedited delivery service that provides for delivery to the
            sender of a signed receipt. Notice so sent shall be effective upon
            receipt unless otherwise specified herein or in the notice.

        c.  Arbitration of Disputes - All disputes arising out of or in
            connection with this Agreement that cannot be readily or amicably
            solved by the Parties shall be finally settled pursuant to the Rules
            of Arbitration of the International Chamber of Commerce by three
            arbitrators appointed in accordance with said rules. The place of
            arbitration shall be the city of New York USA and the arbitration
            shall be conducted in the English language.

        d.  Force Majeure - Neither Party to this Agreement shall be responsible
            to the other Party for delays or errors in its performance or other
            breach under this Agreement occurring solely by reason of
            circumstances beyond its control, including acts of civil or
            military authority, national emergencies, fire, major mechanical
            breakdown, labor disputes, flood or catastrophe, acts of God,
            insurrection, war, riots, severe weather, delays of suppliers, or
            failure of transportation, communication or power supply.
<PAGE>

        e.  Miscellaneous - This Agreement: (i) may be executed in any number of
            counterparts, each of which, when executed by both Parties to this
            Agreement shall be deemed to be an original, and all of which
            counterparts together shall constitute one in the same instrument;
            (ii) shall be governed by and construed under the laws of The
            Commonwealth of Massachusetts applicable to contracts made,
            accepted, and performed wholly in The Commonwealth, without
            application to the principle of conflict of laws; (iii) except and
            to the extent expressly provided for in Article 11, this Agreement
            constitutes the entire agreement between the Parties with respect to
            its subject matter, superceding all prior oral and written (except
            as previously noted) written communications, proposals,
            negotiations, representations, understandings, courses of dealing,
            agreements, contracts, and the like between the Parties in such
            respect; (iv) may be amended, modified, and any right under this
            Agreement may be waived in whole or in part, only by a writing
            signed by both Parties; (v) contains headings only for convenience,
            which headings do not form part, and shall not be used in
            construction, of this Agreement; (vi) shall bind and inure to the
            benefit of the Parties and their respective legal representatives,
            successors and assigns, including, without limitation, to a Parties
            corporate parents or affiliates, provides that no Party may delegate
            any of its obligations under this Agreement or assign this Agreement
            except to a related entity or successor by sale or merger, without
            prior written consent of the other party. This Agreement is in the
            English language only which language shall be controlling in all
            aspects.

        f.  In the event either Party is in default for sixty (60) days in any
            obligation hereunder, and the other Party has given written notice
            specifying the claimed particulars of such default, which shall
            continue for a period of thirty (30) days after the date of such
            notice, the party giving notice may thereupon terminate this
            Agreement forthwith by giving the other Party ten (10) days written
            notice of termination. Buyer shall nevertheless be obligated to pay
            Seller all payments due pursuant to Seller's costs to date.

  14.   United States Export Regulations:

        Seller is subject to the Export Regulations of the United States
        Department of Commerce and other regulatory agencies that regulate the
        export from the United States of certain technical data and information.
        Because of these regulations, the Parties to this Agreement recognize
        that Seller can furnish such technical data to Buyer only on the
        condition that Buyer not re-export the technical data and/or information
        to any country to which Seller may not, without a validated export
        license, export such data directly. Buyer acknowledges that Buyer is
        knowledgeable of such Export Regulations and agrees not to violate them
        or take any action or fail to take such action that would allow
        technical data and/or information or any product based upon them to be
        shipped either directly or indirectly to any country not permitted by
        said regulations unless prior written authorization is obtained from the
        relevant agencies having jurisdiction over such shipment either directly
        or through Seller.
<PAGE>

  15.   Compliance with Laws Generally:

        indemnifying Party to comply with any relevant law, statute, order or
        administrative regulation. The Parties hereby certify that they are, to
        the best of their knowledge, compliant with all such laws, statutes,
        orders, and administrative regulations.

  16.   Assignment:

        This Agreement shall not be assignable by either party hereto without
        the express prior written consent of the other party, except that it may
        be assigned without such consent to the successors to and assigns of
        substantially the entire assets and business of such party. No
        assignment hereof shall be valid without the assumption in writing by
        such successors or assigns of all obligations under this Agreement. When
        duly assigned in accordance with the foregoing, this Agreement shall be
        binding upon and inure to the benefit of the assignee.


IN WITNESS WHEREOF, the Parties hereto have set their respective hand and seals
signifying their concurrence and endorsement with and of the foregoing, in a
number of counterpart copies, each of which shall be deemed to be an original
for all purposes and deemed effective and binding on the date at the head of
this document.


Uni-Chem Co. Ltd                       Spire Corporation

/s/ Hochan Lee                         /s/ Rodger LaFavre
----------------------------------     ----------------------------------
By:     Hochan Lee                     By:     Rodger LaFavre

Title:  Chairman/CEO                   Title:  Chief Operating Officer




<PAGE>

                                  ATTACHMENT A

                      LETTERS OF CREDIT (L/C) REQUIREMENTS


                                      ***




































*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

                                  ATTACHMENT B

                          DATA SHEETS (REPRESENTATIVE)

                              TO BE SUPPLIED LATER


                                       ***






















*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

                                  ATTACHMENT C

                  STANDARD LIMITED WARRANTY FOR SPIRE EQUIPMENT

                                      ***





















*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

                                  ATTACHMENT D

                              ACCEPTANCE PROTOCOLS

                                       ***

























*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

                                  ATTACHMENT E

               LINE ACCEPTANCE, PERFORMANCE AND TRAINING SCHEDULE

                                      ***


























*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.
<PAGE>

                                  ATTACHMENT F

                        CONFIDENTIAL DISCLOSURE AGREEMENT


                                ATTACH COPY HERE


















<PAGE>


  1.    PASSING OF TITLE AND TRANSFER OF RISK

        a)  Spire Corporation ("Spire") shall retain ownership of the Products
            supplied until full payment has been received. The Customer shall
            take all necessary measures for the protection of the proprietary
            rights of Spire until such time that all title is legally
            transferred to Customer.

        b)  Title of any part of the Work shall pass to the Buyer upon the date
            on which complete (100%) payment for that work has been made by the
            Buyer. Any understanding to the contrary is null and void unless
            expressly admitted in writing by Spire.

        c)  Notwithstanding the clause "Termination for Cause", if no specific
            Incoterms have been defined herein, then the risk of damage to and
            loss and any part of the Work shall pass to the Buyer on the date of
            Certification of Ready to Ship.

  2.    TERMINATION FOR CAUSE

        Without prejudice to any other rights of Spire under applicable law:

        a)  if the Buyer commits a breach of its obligations under this
            Contract, which breach is not remedied within a reasonable time
            period, the term of which shall be solely determined by Spire, or

        b)  if the Buyer becomes insolvent or files a petition in bankruptcy or
            has such petition filed against it

        then Spire may, by written notice, terminate this Contract without
        prejudice or any liability of the Buyer under this Contract prior to
        such termination.

  3.    CANCELLATION

        a)  Prior to shipment, Customer may unilaterally cancel or terminate any
            delivery of Products under the Terms and Conditions of Offer with
            written notice to Spire and upon payment of cancellation penalties
            as follows: if Spire receives Customer's written cancellation notice

            i.    within 60 days of the scheduled shipment date, cancellation
                  charges shall be 80% of the applicable order amount, or
                  applicable fraction thereof.

            ii.   more than 60 days, but less than 90 days of the scheduled
                  shipment date, cancellation charges shall be 60% of the
                  applicable order amount, or applicable fraction thereof.

            iii.  90 days or more, but less than 150 days of the scheduled
                  shipment date, cancellation charges shall be 40% of the
                  applicable order amount, or applicable fraction thereof.

            iv.   150 days or more of the scheduled shipment date, cancellation
                  charges shall be 35% of the applicable order amount, or
                  applicable fraction thereof.
<PAGE>

  4.    DELAY IN ACCEPTANCE

        Costs that are incurred due to a delay in Product acceptance, which are
        not due to any fault or defect in the Spire product itself, must be paid
        by the Buyer. Delays of Product acceptance as described above may
        require a readjustment of the delivery time in accordance with and
        appropriate to the delays of the acceptance of the Product.

  5.    WARRANTY

Unless stated elsewhere in writing and endorsed in writing by Seller, the
Limited Warranty will last 12 (twelve) months from the date upon which it became
effective ("Effective Date"). The term of this Limited Warranty begins with the
earliest occurrence of the following events, which shall define as the Effective
Date of the Limited Warranty:

        a)  the day after the conclusion of the successful Factory Acceptance
            Test (or any equivalent event) of the Product covered by this
            Limited Warranty; or

        b)  sixty-one (61) days after arriving at Buyer's site, if the Factory
            Acceptance Test has not commenced prior to that date as a result of
            Buyer's actions for any reason; or

        c)  sixty-one (61) days from the date of Seller's notice to Buyer of
            "Certificate-Product Ready to Ship", if the failure to ship prior to
            that date is due to Buyer's delay for any reason, or

        d)  the date upon which the Product is first used in commercial
            production.

            i.    "commercial production" shall be defined as the use of Product
                  to manufacture goods for commercial sale.