Exhibit
10.54  Fleet
Services Agreement  20080125.046.C  Between  BachmanNGV, Inc. dba BAF Technologies  And  AT&T
Services, Inc.


20080125.046.C
TABLE OF CONTENTS  1.0
  Preamble
  51.1 Preamble and Effective Date
  51.2 Scope of Agreement
  52.0
  Definitions
  52.1 Accept or Acceptance
  52.2 Acceptance Date
  62.3 Acceptance Letter
  62.4 Acceptance Test Period or Trial Period
  62.5 Affiliate
  62.6 Agreement
  62.7 Authorized Driver
  62.8 Cancel or Cancellation
  62.9 Deliver or Delivery
  62.10 Delivery Date
  72.11 Documentation or Program Material
  72.12 Fleet Central
  72.13 Information
  72.14 Material
  72.15 Notice of Completion
  72.16 Order
  72.17 Schedule of Services Requested
  72.18 Services
  82.19 Specifications
  82.20 Suppliers Rate Schedule
  82.21 Task Code
  82.22 Terminate or Termination
  82.23 Vehicles
  82.24 Work
  82.25 Zone Manager
  83.0
  General Terms
  93.1 Affiliate
  93.2 Amendments and Waivers
  93.3 Anticipated Delays in Delivery and Performance
  93.4 Assignment and Delegation
  103.5 Cancellation and Termination
  103.6 Compliance with Laws
  123.7 Conflict of Interest
  123.8 Construction and Interpretation
  123.9 Cumulative Remedies
  133.10 Delivery, Performance and Acceptance
  133.11 Duration of Agreement
  14  Proprietary
and Confidential This Agreement and information contained therein is not foruseor disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting Parties.  2


20080125.046.C TABLE
OF CONTENTS  3.12 Entire Agreement
  143.13 Force Majeure
  153.14 Governing Law
  163.15 Government Contract Provisions
  163.16 Indemnity
  173.17 Information
  183.18 Infringement
  193.19 Insurance
  193.20 Invoicing and Payment
  223.21 Licenses and Patents
  223.22 Limitation-of Damages
  233.23 Most Favored Customer
  233.24 Non-Exclusive Market
  233.25 Notices
  233.26 Order of Precedence
  243.29 Orders
  253.2k Price
  253.29 Publicity
  253.30 Quality Assurance
  263.31 Records and Audits
  273.32 Severability
  273.33 Survival of Obligations
  283.34 Taxes
  283.35 Third Party Administrative Services
  293.36 Title and Risk
  303.37 Transaction Costs
  303.38 Utilization of, Minority, Women, and Disabled
  Veteran Owned Business Enterprises
  303.39 Warranty
  313.40 Work Done By Others
  334.0
  Special Terms
  334.1 Access
  334.2 Background Checks
  344.3 Driving Record Requirements for Suppliers
  Employees
  354.4 Electronic Data Interchange (EDI)
  364.5 Entry on AT&T Property
  374.6 Hazardous Material and Regulated Substances
  384.7 Independent Contractor
  404.8 Order Process
  404.9 Parts and Supplies
  404.10 Responsibility for Fines or Other Penalties
  404.11 Security
  404.12 Technical Support
  41  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party representatives,
and Supplier except under written agreement by the contracting Parties.  3


20080125.046.C
TABLE OF CONTENTS  Appendices
  43Appendix A - Description of Material,
  Services & Deliverables
  43Appendix C - Specifications
  47Appendix G - Prime Supplier MBE/WBE/DVBE Participation
  Plan
  48Appendix H -MBE/WBE/DVBEResults
  Report
  55Appendix J - Order/Statement of Services
  57Appendix O - Task Codes
  59  Proprietary and Confidential This Agreement andinformationcontained therein is not for
use or disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  4


1.0 Preamble  1.1 Preamble and Effective Date  This
Agreement, effective on the date whensignedby the last
Party (Effective Date), is between Bachman NGV, Inc.dba BAF Technologies, a Kentucky
corporation (hereinafter referred to as Supplier), and AT&T
Services, Inc., a Delaware Corporation (hereinafter referred to as AT&T),
each of which may be referred to in the singular as Party or in the plural as
Parties.  1.2 Scope of Agreement  a.Supplier shall provideto AT&T the Material and Services described in
Appendix A, subject to the terms and conditions of this Agreement and pursuant
to and in conformance with Orders submitted by AT&T. The applicable price
for the Material and Services is specified in Appendix B. Supplier shall not
reject any Order for Material or Services described in AppendixAunless the
Order includes:  1.Delivery Dates
to which Supplier has not agreed, prior to the placement of the Order, and
which Supplier is unable to meet;  2.Special Terms
and Conditions to which Supplier has not agreed, prior to placement of the
Order, and which are objectionable to Supplier; or  3.prices contrary
to those established under this Agreement.  b.If Supplier
rejects an Order, Supplier shall give AT&T written notice stating
Suppliers reasons for rejecting the Order and the modifications, if any, that
would make the Order acceptable to Supplier. Supplier shall furnish Materials
that conform strictly to the Specifications established under this Agreement.
If Supplier is unable to tender conforming Material, Supplier shall not tender non-conforming Material; the Parties
agree non-conforming tenders are not an accommodation to AT&T. All Delivery
Dates are firm, and time is of the
essence.  2.0 Definitions  2.1 Accept or Acceptance  Accept or Acceptancemeans AT&Ts acceptance
of the Material or Services ordered by AT&T and provided by Supplier as
specified in Section, Delivery, Performance, and Acceptance. AT&Ts
Acceptance shall occur no
earlierthanSuppliers Delivery of Material and/or Services in
strict compliance with the Specifications.  Proprietary
and Confidential This Agreement and information contained therein isnotfor use or
disclosure outside ofAT&T, its Affiliates,and third partyrepresentatives,and Supplier except under written agreement by thecontracting
Parties.  5


2.2 Acceptance Date  Acceptance
Datemeans the date on which AT&TAccepts Material or
Services.  2.3 Acceptance Letter  Acceptance
Lettermeans a document signed by AT&T substantially in the form of
Appendix D indicating its Acceptance of the Material and/or Services.  2.4 Acceptance Test Period or Trial Period  Acceptance
Test Period or Trial Periodmeans the length of time
specified in an Order, or, if not so specified, a period of no less than sixty
(60) working days, during which the Acceptance Tests are performed.  2.5 Affiliate  Affiliatemeans a
business association thathas legal capacity to contract onits own behalf,
to sue in its own name, and to be sued, if and only if either (a) such
business association owns, directly or indirectly, a majority interest in
AT&T (its parent company), or (b) a thirty percent (30%) or greater
interest in such business association is owned, either directly or indirectly,
by AT&T or its parent company.  2.6 Agreement  Agreementmeans the
written agreement between the Parties as set forth in this document and the
attached appendices and shall include the terms of such other documents as they
are incorporated by express referenceinthis document
and the attached appendices.  2.7 Authorized Driver  Authorized
Drivermeans an employee ofAT&T that is authorized
to operate fleet vehicles under this Agreement.  2.8 Cancel or Cancellation  Cancelmeans to put
an end to this Agreement or any Order for breach by the other Party. Cancellation means an exercise of a remedy of a Party
entitled to Cancel.  2.9 Deliver or Delivery  Deliver
or Deliveryoccurs (a) forMaterial,upon
(1) AT&Ts possession of Material at the destination specified in the
Order, if Supplier is not required to provide additional Services (such as
installation, configuration, or modification, for example) at the destination,
in connection with providing Material, or (2) Suppliers completion of
such additional Services, if Supplier is required to provide such additional
Services at the destination in connection with providing Material, and
(b) for Services, upon complete provision of the Services.  Proprietary
and Confidential This Agreement and information contained
therein is not for use or disclosure outside of AT&T, its Affiliates, and
third party representatives, and Supplier except under written agreement by the
contracting Parties.  6


2.10 Delivery Date  Delivery Datemeans
the dateon which
Supplier is scheduled to complete its Delivery, as established in an Order or this Agreement.  2.11 Documentation or Program Material  Documentation or Program Materialmeans all
documentation, including, but not limited to, user instructions, training
materials and, if applicable, the source code for Software.  2.12 Fleet Central  Fleet Centralmeans AT&Ts control
center that receives and approves requests for fleet vehicle repairs.  2.13 Information  Informationmeans
all ideas,discoveries, concepts, know-how, trade secrets, techniques, designs,
specifications, drawings, sketches, models,
manuals, samples, tools, computer programs, technical information, and other confidential business, customer or
personnel information or data, whether provided orally, in writing, or through
electronic or other means.  2.14 Material  Materialmeans a unit of equipment,
apparatus, components, tools, supplies, material, Documentation, Hardware, or
firmware thereto, or Software purchased or licensed hereunder by AT&T from
Supplier and includes third party Material provided or furnished by Supplier.
Material shall be deemed to include any replacement parts..  2.15 Notice of Completion  Notice of Completionmeans
awritten document provided by
Supplier substantially in the form of Appendix E, which is provided after
Supplier has completed the Delivery of the Materials or Services ordered by
AT&T, and states that
Supplier has completed such Delivery. Suppliers provision of the Notice of
Completion is a representation and warranty that the Material and Services have
been tested to assure compliance and are in strict compliance with the
Specifications.  2.16 Order  Ordermeans such paper or
electronic records as AT&T may send to Supplier for the purpose of ordering
Material and Services hereunder.  2.17 Schedule of Services Requested  Schedule of Services Requestedmeans alist of
preventive maintenance repairs and mass car washes work performed by Supplier.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  7


2.18Services  Service(s)means any and
all labor or service provided in connection with this Agreement or an
applicable Order, including, but not limited to, consultation, engineering,
installation, removal, maintenance, training, technical support, and repair.
The term Service shall also include any Material, including any
documentation, provided by Supplier in connection with providing the Services.  2.19 Specifications  Specificationsmeans (i) Suppliers
applicable specifications and descriptions, including any warranty statements, and
(ii) AT&Ts requirements, specifications, and descriptions specified in, or
attached to, this Agreement or an applicable Order, which shall control over an
inconsistency with Suppliers specifications and descriptions.  2.20 Suppliers Rate Schedule  Suppliers Rate Schedulemeans Suppliers prices and
rates as shown in Appendix B, less
any discounts, applicable thereto.  2.21 Task Code  Task Codemeans AT&Ts code used
to identify Services to be performed by Supplier as described in Appendix O.  2.22 Terminate or Termination  Terminatemeans to put an end to this
Agreement or any Order, either (a) by one Party, pursuant to law or a
provision of this Agreement, otherwise than for a breach of the other Party, or
(b) by both Parties, by mutual consent. Terminationmeans an exercise of a power to Terminate  2.23 Vehicles  Vehiclesmeans AT&Ts vehicles.  2.24 Work  Workmeans all Material and Services,
collectively, that Supplier is supplying pursuant to Orders placed under this
Agreement.  2.25 Zone Manager  Zone Managermeans a manager designated
by AT&T to sign all time sheets and any other documents required by
AT&T, approve additional work hours, approve additional repairs not
previously authorized by Fleet Central and schedule or reschedule vehicle
repair Work.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party representatives,
and Supplierexceptunderwritten
agreementby the contracting Parties.  8


3.0 General Terms  3.1 Affiliate  Supplier
agrees that an Affiliate may transact business under this Agreement and place
Orders with Supplier that incorporate the terms and conditions of this
Agreement, and that the name AT&T is deemed to refer to an Affiliate,
when an Affiliate places such an Order with Supplier under this Agreement, or
when AT&T places an Order on behalf of an Affiliate, or when an Affiliate
otherwise transacts business with Supplier under this Agreement. An Affiliate
is solely responsible for its own obligations, including, but not limited to,
all charges incurred in connection with such an Order or transaction. Nothing
in this Agreement is to be construed to require AT&T to indemnify Supplier,
or otherwise assume responsibility, for any acts or omissions of an Affiliate,
nor is anything in this Agreement to be construed to require any Affiliate to
indemnify Supplier, or to otherwise assume any responsibility for the acts or
omissions of AT&T or any other Affiliate.  3.2 Amendments and Waivers  a.The Parties may not amend
this Agreement or an Order except by a written agreement of the Parties that
identifies itselfas an amendment tothisAgreement or
such Order and is signed by both Parties, or as otherwise expressly provided
below in this Section. No waiver of any right or condition for the benefit of a
Party is effective unless given in writing and signed by the Party waiving such
right or condition for its benefit. No failure or delay in exercising any right
or remedy under this Agreement or an Orderoperates as a waiveror estoppel of
any right or remedy; no failure or delay in requiring the satisfaction of any
condition under this Agreement or an Order operates as a waiver or estoppel of
any condition; and no course of dealing between the Parties operates as a
waiver or estoppel of any right, remedy, or condition.Awaiver on oneoccasionis effective
only in that instance, and only for the purpose for which it is given, and is
not to be construed as a waiver on any future occasion or against any Affiliate other than the Affiliate
that makes such waiver.  b.AT&Ts project manager may, atanytime, make
changes to the scope of Work, which shall be confirmed in writing, and Supplier
shall not unreasonably withhold or condition its consent. An equitable
adjustment shall be made to the charges if such change to the scope
substantially affects the time of performance or the cost of the Work to be
performed under this Agreement. Such cost adjustment shall be made on the basis
of the actual cost of the Work, unless otherwise agreed in writing.  3.3 Anticipated Delays in Delivery and Performance  If
Supplier becomes aware of any event or circumstance thatcausesSupplier to anticipate
a reasonably certain delay in its performance of its obligations beyond the
Delivery Date scheduled in the Order, Supplier shall immediately notify
AT&T of the event or circumstance and the length of the anticipated delay.  If the events or circumstances causing the
anticipated delay are not attributable to any failure of AT&T, then
AT&T may Cancel the Order after receipt of such notification. If the events
or circumstances may be attributable to the fault of AT&T, to any extent,
and the notice required by this Section fails to so attribute them, or if
Supplier fails to give such notice, then such failure bars any claim or defense
of Supplier based on the fault of AT&T. If for any reason AT&T does not
Cancel such Order after receipt of a notice under this Section, then AT&T
and Supplier shall negotiate in good faith to modify the Order so as to extend
the Delivery Date. If the Parties fail to reach agreement on an extended
Delivery Date after negotiating for a reasonable time, or if Supplier fails to
meet an extended Delivery Date, AT&T may Cancel the Order.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  9


3.4 Assignment and Delegation  Neither
Party may assign, delegate, or otherwise transfer its rights or obligations
under this Agreement, voluntarily or involuntarily, whether by merger,
consolidation, dissolution, operation of law, or any other manner, without the
prior written consent of the other Party, except as follows: Without securing
the consent of Supplier, AT&T may assign its rights, or delegate its
duties, or both, in whole or in part, to any present or future Affiliate of
AT&T; to any lessor providing financing to AT&T; or to any third party
that assumes the operation of or otherwise acquires any substantial portion of
the business of AT&T affected by this Agreement or an Order; and, subject
to the written approval of AT&T, Supplier may subcontract its performance
in accordance with any subcontracting plan incorporated into this Agreement or
any Order; and, both Parties may assign their respective right to receive money
due hereunder, but any assignment of money will be void if (i) the
assignor fails to give the non-assigning Party at least thirty (30) days prior written notice, or
(ii) the assignment purports to impose
upon the non-assigning Pqrty additional costs or obligations in addition to the
payment of such money, or (iii) the assignment purports to preclude
AT&T from dealing solely and directly with Supplier in all matters
pertaining to this Agreement. Any assignment, delegation or transfer for which
consent is required hereby and which is made without such consent given in writing will be void. This Agreement
binds and benefits both Parties and their permitted successors and assigns.  3.5 Cancellation and Termination  a.Cancellation  Neither
Party shall Cancel this Agreement nor any Order until such Party has first
given the other Party a written notice specifying the breach that justifies
Cancellation. If the breach is one that by its nature could be cured by the Party receiving such
notice (no matter how long it might take), neither Party shall Cancel unless
such notice includes a written demand for cure of such breach and gives the
receiving Party a reasonable period (which need never exceed thirty (30) days)
in which to cure such breach. AT&T is not liable to Supplier for detriment
resulting from AT&Ts Cancellation of any Order.  b.Termination  AT&T
may Terminate this Agreement or any Order at any time, on written notice to
Supplier.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  10


c.Termination Charges  1.If AT&Ts breach or
unilateral Termination of any Order precludes Supplier from completing Delivery
of Materials or Services, then AT&T may discharge any and all liability to
Supplier for detriment resulting from such breach or unilateral Termination by
payment of an amount that does not exceed the lesser of:  ithe price of
such Materials and Services, as derived from the Order, or  iithe positive difference
obtained by subtracting (A) the salvage value of the Materials and Services
from (B) the actual costs Supplier incurred to prepare the Materials or
perform the Services up to the date of Termination or breach, as determined
under Suppliers normal cost accounting methods for inventory and work in
process. For purposes of this Section, salvage value includes the proceeds of
the sale of the Material and Services to another customer and the costs that
Supplier avoids as a result of re-applying Materials and Services to meet other
needs of AT&T, the needs of other customers or Suppliers own internal
needs within ninety (90) days following the Delivery Date scheduled in the
Order. Supplier shall make reasonable efforts to maximize salvage value. All
such costs, avoided costs, and values are subject to substantiation by proof satisfactory
to AT&T before any payment may become due.  2.AT&T is not
liable to Supplier for any detriment resulting from AT&Ts unilateral
Termination of an Order for Materials not specially manufactured for AT&T
when AT&Ts Termination of such Order occurs more than thirty (30) days
before the Delivery Date. If AT&T incurs a Termination charge as provided
in this Section, and AT&T or an Affiliate places an Order for Materials of
Services equivalent to those for which such Termination charge is incurred, within
sixty (60) days after AT&T incurs such Termination charge, then Supplier
shall refund such Termination charge to AT&T. The Termination-charge provided in this Section
constitutes Suppliers sole and exclusive remedy for detriment resulting from
AT&Ts unilateral Termination of, or breach preventing Delivery under, an
Order. AT&T is not liable for any Termination Charges in any case when
Termination results from the mutual agreement of the Parties.  d.Partial Termination and Partial Cancellation  Whenever law or a provision of this Agreement permits AT&T to
Terminate or Cancel any Order, AT&T may, at its option Terminate or Cancel
such Order either in whole or in part. If AT&T Terminates or Cancels an Order
in part, AT&T shall pay only for such Materials and Services as AT&T Accepts
at prices established under this Agreement or, if there are none, at prices
calculated on the basis of such partially Terminated or Canceled Order, and,
unless a Termination Charge applies, AT&T has no obligation to pay for such
Materials or Services as AT&T does not Accept.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  11


e.Cancellation of Related
Orders  Whenever
law or a provision of this Agreement permits AT&T to Cancel any Order,
AT&T may also Cancel such other Orders as related to the same transaction
or series of transactions as the Order in question.  f.Further Remedies and Obligations
upon Cancellation  Upon Cancellation of an Order by AT&T, Supplier shall: (1) refund
any amounts AT&T may have previously paid for Material or Services rejected
or returned by AT&T; and (2) reimburse AT&T for any cost incurred
in (a) returning such Materials to Supplier; and (b) restoring AT&Ts
site to its previous condition. If AT&T returns or rejects any Material to
which title has already passed, title in such Material shall revert to Supplier
when Supplier satisfies its refund and reimbursement obligations under the
preceding sentences. Supplier bears the risk that such Materials may be lost or
damaged in transit.  3.6 Compliance with Laws  Supplier
shall comply with all laws (including all statutes, ordinances, regulations,
orders and codes, whether specifically mentioned elsewhere in this Agreement or
not) attendant upon Suppliers performance under this Agreement and AT&Ts
utilization of the Materials and Services, in every jurisdiction where Supplier
performs or AT&T utilizes the Materials or receives the Services. Supplier
shall procure all approvals, bonds, certificates, insurance, inspections,
licenses, and permits that such laws require for the performance of this
Agreement.  3.7 Conflict of Interest  Supplier
represents and warrants that no officer, director, employee or agent of
AT&T has been or will be employed, retained or paid a fee, or otherwise has
received or will receive, any personal compensation or consideration, by or
from Supplier or any of Suppliers officers, directors, employees or agents inconnection
with the obtaining, arranging or negotiation of this Agreement or other
documents entered into or executed in connection with this Agreement.  3.8 ConstructionandInterpretation  a.This Agreement
has been prepared jointly and has been the subject of arms length and careful
negotiation. Each Party has been given the opportunity to independently review
this Agreement with legal counsel and other consultants, and each Party has the
requisite experience and sophistication to understand, interpret and agree to
the particular language of its provisions. Accordingly, the drafting of this
Agreement is not to be attributed to either Party.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplierexceptunderwritten
agreementby the contracting Parties.  12


b.Article, Section and
paragraph headings contained in this Agreement are for reference purposes only
and are not to affect the meaning or interpretation of this Agreement. The word
include in every form means to include without limitation by virtue of
enumeration. Whenever this Agreement refers to a consent or approval to be
given by either Party, such consent or approval is effective only if given in
writing and signed by the Party giving approval or consent. The singular use of
words includes the plural and vice versa.  3.9 Cumulative Remedies  The
rights and remedies of the Parties set forth in this Agreement are not
exclusive of, but are cumulative to, any rights or remedies now or subsequently
existing at law, in equity, by statute or otherwise, except in those cases
where this Agreement or an Order specifies that a particular remedy is sole or
exclusive, but neither Party may retain the benefit of inconsistent remedies.
No single or partial exercise of any right or remedy with respect to one breach
of this Agreement or any Order precludes the simultaneous or subsequent
exercise of any other right or remedy with respect to the same or a different
breach.  3.10 Delivery, Performance and Acceptance  a.For Orders for
Material, if Supplier is not required to provide additional Services (such as installation,
configuration, or modification) at the destination in connection with providing
the Material, Supplier shall ship Material that strictly conforms to
Specifications as follows:  1.Supplier shall ship freight
collect using the carrier selected by AT&T, unless an Order expressly
provides otherwise. If the Order does not identify the carrier selected by
AT&T, Supplier shall call AT&Ts Supply Chain Service Center at
1-800-366-0418 to ascertain the identity of the carrier to be used;  2.If an Order expressly so
requires, Supplier shall prepay for shipment and ship, based on the lowest
published price, by reliable common carrier. AT&T has the right to
designate the carrier Supplier shall use. If Supplier can arrange
transportation on terms more cost effective than offered by the carrier
designated by AT&T, Supplier shall notify AT&T and, if AT&T agrees,
Supplier shall ship at the agreed terms by that agreed carrier. Supplier shall
charge AT&T for prepaid shipping, net of any discounts Supplier may take,
as a separate line item in its invoice, and
shall not lump shipping charges into the price of Material. AT&T is
not responsible for any shipping charges in excess of those specified above;
and  3.If AT&T incurs
additional costs as a result of Suppliers failure to ship in compliance with
this Section or the Section entitled Shipping and Packing, Supplier
shall reimburse AT&T for such additional costs, upon demand by AT&T.  b.For Orders for
Services only, or for Material with the provision of Services (such as
installation, configuration, or modification) at the destination, Supplier
shall provide AT&T a Notice of Completion after Delivery. AT&Ts Acceptance
Test Period shall commence upon (i) AT&Ts receipt of Suppliers Notice of
Completion, or (ii) upon AT&Ts receipt of Material from the carrier where
Supplier provides no Services at destination.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  13


c.If Material or Services are
not in strict compliance with the Specifications at the time of Delivery,
AT&T shall so notify Supplier and provide Supplier an opportunity to cause
such Material or Service to strictly comply with the Specifications. After
prompt corrective action, Supplier shall notify AT&T and, if a Notice of
Completion was previously provided, Supplier shall provide a new Notice of
Completion, and AT&T has the right to start a new Acceptance Test Period.  d.If the Material and Services
successfully complete the Acceptance Tests during the Acceptance Test Period,
AT&T will Accept the Material, and, if a Notice of Completion was provided,
AT&T shall indicate its Acceptance by signing the Acceptance Letter and
furnishing a copy thereof to Supplier. Acceptance occurs when AT&T
Accepts Material and Services as provided in this clause.  e.If Supplier fails to take
prompt corrective action after having received notice that Materials or
Services are not in strict compliance with Specifications, or if after two (2) or
more Acceptance Test Periods, Supplier has failed to correct the defects, or if
the Material and Services are not in strict compliance with the Specifications,
AT&T has the right, but not the obligation, to Cancel the Order, in whole
or in part, without any liability whatsoever to Supplier. In no event does
AT&Ts use of Material or Service during the Acceptance Test Period
constitute Acceptance, nor is Acceptance to be deemed ever to occur before
Supplier completes its Delivery. Payment for Material or Services does not
constitute Acceptance of such Materials or Services.  3.11 Duration of Agreement  a.This Agreement will continue
in effect for a term expiring on March 1, 2011, unless it is Cancelled or
Terminated before that date. The Parties may extend the term of this Agreement
beyond that date by mutual written agreement.  b.Any Order in effect on the
date when this Agreement expires or is Terminated or Cancelled will continue in
effect until such Order either (i) expires by its own terms or (ii) is
separately Terminated or Cancelled, prior to its own expiration, as provided in
this Agreement. The terms and conditions of this Agreement shall continue to
apply to such Order as if this Agreement were still in effect.  3.12 Entire Agreement  This
Agreement constitutes the final, complete, and exclusive expression of the
Parties agreement on the matters contained in this Agreement. All prior
written and oral negotiations and agreements, and all contemporaneous oral
negotiations and agreements, between the Parties on the matters contained in
this Agreement are expressly merged into and superseded by this Agreement. The
Parties do not intend that the provisions of this Agreement be explained,
supplemented, or qualified through evidence of trade usage or any prior course
of dealings or any course of performance under any prior agreement.Inentering into
this Agreement, neither Party has relied upon any statement, estimate,
forecast,projection,representation, warranty, action or agreement of the
other Party except for those expressly contained in this Agreement. There are
no conditions precedent to the effectiveness of this Agreement other than any
expressly stated in this Agreement.  Proprietary and Confidential This Agreement andinformationcontained
therein is not for use or disclosure outside of AT&T, its Affiliates, and
thirdpartyrepresentatives,
andSupplierexcept
under written agreement by the contracting Parties.  14


3.13 Force Majeure  a.A Party isexcused fromperforming its
obligations under this Agreement or any Order if, to the extent that, and for
so long as:  i.such Partys performance is
prevented or delayed by an act or event (other than economic hardship, changes
in market conditions, insufficiency of funds,or unavailability of
equipmentand supplies) that is beyond its reasonablecontrol andcould not have
been prevented or avoided by its exercise of duediligence; and  ii.such Partygives written notice to the
other Party, as soon as practicable underthe circumstances,of the act or
event that so prevents such Party from performing its obligations.  b.By way of illustration, and
not by limitation, acts or events that may prevent or delay performance(ascontemplated by
this Section) include: acts of God or the public enemy, acts of civil ormilitaryauthority,
terrorists acts, embargoes, epidemics, war, riots, insurrections, fires,
explosions, earthquakes, floods, and labor disputes (even if AT&T is
involved in the labor dispute).  c.If Supplier isthe Party whoseperformance is prevented or delayed, AT&T may elect to:  i.Terminate, in
whole or in part, this Agreement and the affected Order, without any liability
to Supplier, or  ii.suspend this Agreement and the affected Order
or any part thereof for the duration of the delay; and (at AT&Ts option)
obtain Material and Services elsewhere and deduct from any commitment, under
this Agreement or such Order, the quantity of the Material and Services
obtained elsewhere or for which commitments have been made elsewhere; and
resume performance under this Agreement or such Order when Supplier resumes its
performance; and (at AT&Ts option) extend any affected Delivery Date or
performance date up to the length of time Suppliers performance was delayed or
prevented. If AT&T does not give any written notice, within thirty (30)
days after receiving notice under this Section that Suppliers performance
has beendelayed orprevented, this option (ii) will be deemed to
have been selected.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplierexceptunderwrittenagreement by the contracting Parties.  15


3.14 Governing Law  The laws of the State of Texas (excluding any laws that
direct the application of another jurisdictions law) governallmatters arising out of or relating
to this Agreement and all of the transactions it contemplates, including its
validity, interpretation, construction, performance and enforcement.  3.15 Government Contract Provisions  a.To the extent
that Suppliers performance is subject to certain executive orders (including
E.O. 11246 and E.O. 13201) and statutes (including Section 503 of the
Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment
Assistance Act of 1974; and the Jobs for Veterans Act) pertaining to government
contractors, Supplier shall:  1.comply with such executive
orders and statutes, and their implementing regulations, as amended from time
to time; and 2.fulfill the obligations of a
contractor under the clauses incorporated by this Section.  b.This Section incorporates
the following clauses:  1.Affirmative Action For
Workers With Disabilities (at 48 CFR §52.222-36); 2.Employment Reports On
Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible
Veterans (at 48 CFR §52.222-37); 3.Equal Employment
Opportunity (at 48 CFR §52.222-26); 4.Equal Employment
Opportunity Clause  (at 41 CFR §60-1.4(a)); 5.Equal Opportunity For
Special Disabled Veterans And Veterans of the Vietnam Era (at 41 CFR 60-250.5); 6.Equal Opportunity for
Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and ArmedForces
Service Medal Veterans (at 41 CFR Sec. 60-300.5); 7..Equal Opportunity For
Workers With Disabilities (at 41 CFR §60-741.5); 8.Notice Of EmployeeRights
Concerning Payment Of Union Dues Or Fees (at 29 CFR §470.2); 9.Notification of Employee Rights Concerning Payment
Of Union Dues Or Fees (at 48 CFR §52.222-39). 10.Prohibition of Segregated
Facilities (at 48 CFR §52.222-21); 11.Small Business
Subcontracting Plan (at 48 CFR §52.219-9); and 12.Utilization Of Small
Business Concerns (at 48 CFR §52.219-8).  c.If an Order
includes a statement that performance is intended for a government contract and
incorporates additional government contracting provisions, Supplier shall also
fulfill the obligations of a contractor or offeror under those additional
provisions.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T,its Affiliates, and third party
representatives, and Supplier except under written agreement by thecontractingParties.  16


3.16 Indemnity  a.Supplier shall indemnify, hold
harmless, and defend AT&T, its Affiliates, and their agents  and employees, in accordance with this
Section, against any Loss arising from or in connection with, or resulting
from, the Materials or Services furnished by Supplier or Suppliers acts or
omissions with respect to this Agreement. Suppliers duty to indemnify, hold
harmless, and defend against Loss extends to Loss that may be caused or alleged
to be caused in part, by the negligence of AT&T and other persons
indemnified under this Agreement, to the fullest extent  that such indemnification is permitted by
applicable law.  b.Loss includes any liability,
loss, claim, demand, suit, cause of action, settlement payment, cost and
expense, interest, award, judgment, damages (including punitive damages),
diminution in value, liens, fines, fees, penalties, and Litigation Expense. Litigation
Expense means any court filing fee, court cost, arbitration fee, and each
other fee and cost of investigating or defending an indemnified claim or
asserting any claim for indemnification or defense under this Agreement,
including Attorneys Fees, other professionals fees, and  disbursements. Attorneys Fees include a
charge for the service of in-house counsel at the market rate for independent
counsel of similar experience.  c.AT&T shall notify Supplier in
writing, and with reasonable promptness, of any claim, demand, suit, cause of
action or legal proceeding that may give rise to a claim against Supplier for
defense. If AT&T fails to give notice, Supplier is still obligated to
indemnify, hold harmless and defend AT&T, except that Supplier is not
liable for any Litigation Expense that AT&T incurs before the time when
notice is given.  d.At the request of AT&T,
Supplier shall conduct AT&Ts defense (employing counsel  acceptable to AT&T), at Suppliers
expense, against any claim, demand, suit or cause of action  within the scope of paragraph (a) above,
whether or not litigation is actually commenced or the allegations are
meritorious. At its own option, AT&T may employ separate counsel, including
in-house counsel, to conduct AT&Ts defense against such a claim. AT&T
and Supplier shall cooperate in the defense of any such claim. Supplier may
control the defense and settlement of such a claim, but if the settlement of a
claim may have an adverse effect on AT&T, then  Supplier shall not settle such claim without
the consent of AT&T, and AT&T shall not unreasonably withhold or delay
its consent.  e.AT&T has no duty to indemnify,
hold harmless or defend Supplier against any Loss arising from or in connection
with, resulting from, or relating to this Agreement or the performance of any
Party to this Agreement.  f.Supplier
shall bring no claim or action for indemnification, contribution, or
subrogation against AT&T, its Affiliates, or their agents or employees, nor
shall Supplier implead any of them in any action brought by another, based on
injury to the person or death arising out or relating to Suppliers performance
under this Agreement. If, through any such action,Supplier ever acquires a lien on a judgment against AT&T, its
Affiliates, or their agents or employees, then Supplier shall assign such lien
to AT&T. Supplier waives any immunity from indemnification that Supplier
may hold, by virtue of Suppliers compliance with its workers  compensation obligations in any jurisdiction,
even if such immunity arises under the 
constitution or statutes of such jurisdiction (such as, for example,
Section 35, Article II, of the 
Ohio ConstitutionandSections 4123.74 and 4123.741 of the Ohio Revised Code).  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party representatives,
and Supplier except under written agreement by the contracting Parties.  17


3.17 Information  a.In the performance of its
obligations under this Agreement. either Party (Receiving Party) may receive
or have access to Information owned, controlled or disclosed by the other Party
(Disclosing Party), including Information provided under a separate nondisclosure
agreement prior to executing this Agreement. No Information furnished by either
Party to the other Party in connection with this Agreement shall be considered
to be confidential or proprietary unless it is conspicuously marked as such.
Unless such Information was previously known to the Receiving Party free of any
obligation to keep such Information confidential, or has been or is
subsequently made public by the Disclosing Party or a third party, without
violating a confidentiality obligation, such Information shall be kept
confidential by the Receiving Party, shall be used only in performing under
this Agreement, shall be disclosed solely to its employees, officers,
contractors and agents with a need to know such Information for purposes of
this Agreement and may not be used: for other purposes, except as may be agreed
upon between both Parties in writing. Neither Party is granted any rights or
license to the other Partys Information. Each Party shall use the same degree
of care to prevent disclosure to others as used with respect to a Partys own
proprietary or confidential Information. All copies of such Information, in written,
graphic or other tangible form, shall be returned to Disclosing Party upon the
earlier of (i) the Disclosing Partys request or (ii) upon
Termination, Cancellation, or expiration of this Agreement. All copies of such Information in intangible
form, such as electronic records, including electronic mail, shall be destroyed
upon the earlier of (i) the Disclosing Partys request or (ii) upon Termination,
Cancellation, or expiration of this Agreement, and the Receiving Party shall
certify totheDisclosing Party the destruction of all intangible
copies of such Information.  b.Supplier understands and
agrees that any and all field trial results prepared by AT&T are and shall
remain the property of AT&T and are hereby considered AT&Ts
proprietary Information. Therefore, it shall be AT&Ts option, in its sole
discretion, to furnish Supplier copies of such documents or to discuss such
documents with Supplier. Suppliers use of field trial reports furnished by
AT&T shall be governed by the Publicity Section in addition to the
provisions contained in this Information Section.  c.Notwithstanding anything
else in this Agreement, no installation, operation, repair, or maintenance
Information of Supplier that pertain to the Material and Services that are the
subject of this Agreement shall be considered to be proprietary or
confidential, and AT&T may disclose such Information to others for the
purpose of installing, operating, repairing, replacing, removing and
maintaining the Material for which it was initially furnished.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  18


3.18 Infringement  a.Supplier
shall indemnify, hold harmless and defend AT&T, its Affiliates, and their
agents against any Loss arising from or relating to:  1.any infringement of any patent, copyright, trade mark, service mark, mask
work, or other protected intellectual property right resulting from AT&Ts
receipt or normal use of Materials and Services provided by Supplier; and  2.any misappropriation of any trade secret or private information resulting
from AT&Ts receipt or normal use of Materials and Services provided by
Supplier.  b.Loss is
defined in the Section entitled Indemnity and, for purposes of this
Section, also includes statutory damages and enhanced damages for willful
infringement.  c.If an injunction is issued against
AT&Ts use of such Materials or Services, or if, in Suppliers judgment,
such Materials or Services are likely to become the subject of a claim of
infringement, Supplier, at its own expense, shall also:  1.procure for AT&T the right to continue using such Materials, or
Services; or 2.after consultation with AT&T, provide modified or replacement
Materials or Services that are substantially similar and functionally
equivalent but non-infringing Materials or Services; or 3.if it is impracticable for Supplier to perform either of those
obligations in c.1 or c.2, then upon demand from AT&T, Supplier shall  icause the infringing Materials to be removed from AT&Ts location;
and  iirefund all fees and charges previously paid by AT&T for the purchase,
use, or maintenance of the Materials and Services.  d.   AT&T has no
obligation to pay Supplier any charges for the purchase, use, or maintenance of
Materials or Services after the time when AT&T ceases to use them by reason
of actual or claimed infringement.  e.   Supplier shall
defend AT&T against third-party infringement or misappropriation claims, demands,
suits, or causes of action as provided in the Section entitled Indemnity.  3.19 Insurance  a.With respect to
Suppliers performance under this Agreement, and in addition to Suppliers
obligation to indemnify, Supplier shall at its sole cost and expense:  i.maintain the
insurance coverages and limits required by this Section and any additional
insurance and/or bonds required by law:  1.at all times
during the term of this Agreement and until completion of all Work associated
with this Agreement, whichever is later; and  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its
Affiliates, and third party representatives, and Supplier except under written
agreement by the contracting Parties.  19


2.with respect to
any coverage maintained in a claims-made policy, for two (2) years
following the term of this Agreement or completion of all Work associated with
this Agreement, whichever is later. If a claims-made policy is maintained, the
retroactive date must precede the commencement of Work under this Agreement;  ii.require each subcontractor
who may perform Work under this Agreement or enter upon the Work site to
maintain coverages, requirements, and limits at least as broad as those listed
in this Section from the time when the subcontractor begins Work,
throughout the term of the subcontractors Work and, with respect to any
coverage maintained on a claims-made policy, for two (2) years
thereafter;  iii.procure the required
insurance from an insurance company eligible to do business in the state or
states where Work will be performed and having and maintaining a Financial
Strength Rating of A- or better and a Financial Size Category of VII or
better, as rated in the A.M. Best Key Rating Guide for Property and
Casualty Insurance Companies, except that, in the case of Workers Compensationinsurance, Supplier
may procure insurance from the state fund of the state where Work is to be
performed; and  iv.deliver to AT&T
certificates of insurance stating the types of insurance and policy limits.
Supplier shall provide or will endeavor to have the issuing insurance company
provide at least thirty (30) days advance written notice of cancellation,
non-renewal, or reduction in coverage, terms, or limits to AT&T. Supplier shall
deliver such certificates:  1.prior to execution of this
Agreement and prior to commencement of any Work; 2.prior to expiration of any
insurance, policy required in this Section; and 3.for any coverage maintained
on a claims-made policy, for two (2) years following the term of this
Agreement or completion of all Work associated with this Agreement, whichever
is later.  b.The Parties agree that:  i.the failure of AT&T to
demand such certificate of insurance or failure of AT&T to identify a
deficiency will not be construed as a waiver of Suppliers obligation to
maintain the insurance required under this Agreement;  ii.the insurance required under
this Agreement does not represent that coverage and limits will necessarily be
adequate to protect Supplier, nor be deemed as a limitation on Suppliers
liability to AT&T in this Agreement;  iii.Supplier may meet the
required insurance coverages and limits with any combinationofprimary and
Umbrella/Excess liability insurance; and  iv.Supplier is responsible for
any deductible or self-insured retention.  c.The insurance coverage
required by this Section includes:  iWorkersCompensationinsurance with benefits afforded under the laws of
any state in which the Work is to be performed and Employers Liabilityinsurance with limits of at least.  [*****] for Bodily Injury -
each accident  [*****] for Bodily Injury by disease  policy limits  [*****] for Bodily Injury by disease  each employee  To
the fullest extent allowable by Law, the policy must include a waiver of
subrogation in favor of AT&T, its Affiliates, and their directors, officers
and employees.  In states where Workers Compensation
insurance is a monopolistic state-run system, Supplier shall add Stop Gap Employers Liability with limits not less than [*****]
each accident or disease.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside ofAT&T,its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  
 *****    Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.  20


ii.Commercial
General Liabilityinsurance written on Insurance Services Office
(ISO) Form CG 00 01 12 04 or a substitute form providing equivalent
coverage, covering liability arising from premises, operations, personal
injury, products/completed operations, and liability assumed under an insured
contract (including the tort liability of another assumed in a business
contract) with limits of at least:  [*****]
General Aggregate limit  [*****]
each occurrence limit for all bodily injury or property damage incurred in any one
(1) occurrence  [*****]
each occurrence limit for Personal Injury and Advertising Injury  [*****]
Products/Completed Operations Aggregate limit  [*****]
each occurrence limit for Products/Completed Operations  [*****]
Damage to Premises Rented to You (Fire Legal Liability)  The
Commercial General Liability insurance
policy must:  1.include AT&T, its
Affiliates, and their directors, officers, and employees as Additional
Insureds. Supplier shall provide a copy of the Additional Insured endorsement
to AT&T. The Additional Insured endorsement may either be specific to
AT&T or may be blanket or automatic addressing any person or entity as
required by contract. A copy of the Additional Insured endorsement must be provided
within sixty (60) days of execution of this Agreement and within sixty (60)
days of each Commercial General Liability
policy renewal;  2.include a waiver of
subrogation in favor of AT&T, its Affiliates, and their directors, officers
and employees; and  3.be primary and non-contributory
with respect to any insurance or self-insurance that is maintained by AT&T.  iii.Business Automobile Liabilityinsurance with
limits of at least [*****] each accident for bodily injury and property damage,
extending to all owned, hired, and non-owned vehicles.  iv.Umbrella/Excess Liabilityinsurance with
limits of at least [*****] each occurrence with terms and conditions at least
as broad as the underlying Commercial General Liability, Business Auto
Liability, and Employers Liability policies. Umbrella/Excess
Liability limits will be primary and non-contributory with respect
to any insurance or self-insurance that is maintained by AT&T.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third partyrepresentatives,and Supplier except under written
agreement by the contracting Parties.  
 *****    Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.  21


3.20 Invoicing and Payment  a.Supplier shall render a correctinvoice in duplicate
promptly after completing Delivery of
all Material or Services required by the Order (unless the Order or an
Appendix specifies that Supplier may
submit invoices for progress payments prior to Acceptance, as provided
below). The invoice must specify in detail (i) quantities
of each ordered item, (ii) unit prices of each ordered item, (iii) whether the item is taxable and the
amount of tax per item, (iv) item and
commodity codes, (v) total amounts for each item, (vi) total
amount of applicable sales or use taxes,
(vii) discounts, (viii) shipping
charges (if any, unless shipment is FOB Origin), (ix) total amount due, and (x) Software right-to-use
fees as either initial operating system license or other. Except as provided in the provision for progress
payments, AT&T shall pay Supplier within
forty-five (45) days after Acceptance (as determined under the Section entitled
Delivery, Performance and Acceptance).
If AT&T disputes any invoice rendered or amount paid, AT&T shall so notify Supplier. The Parties shall
use their best efforts to resolve invoicing and payment disputes expeditiously, and AT&T is not obligated to make any
payment against a disputed or incorrect
invoice until the dispute isresolved
or the error corrected. Invoices received by AT&T more than one(1)year
after theDelivery of Material or Services are untimely and AT&T has no
obligation to pay such invoices.  b.Invoices for or including freightcharges must be accompanied
by legible copies of prepaid freight bills, express receipts or bills of lading supporting the invoice
amounts. Such invoices must include (i) carriers name, (ii) date of shipment, (iii) number of
pieces, (iv) weight, and (v) freight classification.  c.AT&T may deduct any setoff or recoupment claims
that it or its Affiliates may have against Supplier from amounts due or to become due to
Supplier, whether under this Agreement or otherwise. Supplier shall pay any amount due to AT&T or its Affiliates
that is not applied against the invoiced
amounts within thirty (30) days after written demand by AT&T.  d.If an Order or
an Appendix specifies that Supplier may submit invoices for progress payments
prior to Acceptance, Supplier is
permitted to submit invoices at the end of each month and AT&T shall
make progress payments to Supplier forty-five (45) days after receipt of such
invoices. Such progress payments are not to exceed ninety percent (90%) of the
price of satisfactorily completed Work at
the time of billing, as determined by AT&T. Supplier shall earmark
and apply such progress payments to expenses incurred for Services or Material
used in performance of the Order for AT&T.  3.21 Licensesand Patents  AT&T
does not grant Supplier any license, whether express or implied, under any
patent, copyright, trademark, or other intellectual property, in this
Agreement.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party representatives,
and Supplier except under written agreement by the contracting Parties.  22


3.22 Limitation of Damages  In
no event is AT&T liable to Supplier for any consequential or incidental
damages, however caused, based on any theory of liability.  3.23 Most FavoredCustomer  Supplier
represents and warrants that all prices, benefits, warranties and other terms
and conditions in this Agreement are and, during the term of this Agreement,
will continue to be no less favorable to AT&T than those currently being
offered or that will be offered by Supplier to any of its similarly situated
customers. Supplier shall review and have an officer of its company certify its
compliance with this Section to AT&T semi-annually. This certification
shall be sent to AT&Ts addressee listed under the Section, Notices.  3.24 Non-Exclusive Market  This
Agreement does not grant Supplier any right or privilege to provide to AT&T
any Material and Serviced of the type described in or purchased under this
Agreement. Except for obligations arising under an Order, this Agreement does
not obligate AT&T to purchase or license any such Material or Services.
AT&T may contract with other manufacturers and vendors for the procurement
or trial of Material and Services comparable to those described in or purchased
under this Agreement, and AT&T may itself perform such Services.  3.25 Notices  a.Each Party giving or making
any notice, consent, request, demand, or other communication (each, a Notice)
pursuant to this Agreement must give the Notice in writing and use one of the
following methods, each of which for purposes
of this Agreement is a writing: in person; first class mail with postage
prepaid; Express Mail, Registered Mail, or Certified Mail (in each case, return
receipt requested and postage prepaid); internationally recognized overnight
courier (with all fees prepaid); facsimile; or email. If Notice is given by
e-mail, it must be confirmed by a copy sent by any one of the other methods.
Each Party giving Notice shall address the Notice to the appropriate person
(the Addressee) at the receiving Party at the address listed below:  Bachman
NGV, Inc. dba BAF Technologies  [*****]  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  
 *****    Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.  23


AT&T  [*****]  b.A Notice is
effective only if the Party giving notice has complied with the foregoing
requirements of this Section and the Addressee has received the notice. A
Notice is deemed to have been received as follows:  1.If a Notice is delivered by
first class mail, five (5) days after deposit in the mail;  2.If a Notice is furnished in
person, or sent by Express Mail, Registered Mail, or Certified Mail, or
internationally recognized overnight courier, upon receipt as indicated by the
date on the signed receipt;  3.If a Notice is sent by
facsimile, upon receipt, by the Party giving or making the Notice, of an acknowledgment
or transmission report generated by the machine from which the facsimile was sent,
indicating that the facsimile was sent in its entirety to the Addressees facsimile
number; and  4.If a Notice is sent by
e-mail, upon successful transmission to the receiving machine, if such Notice
is sent in time to allow it to be accessible by the Addressee before the time
allowed for giving such notice expires, and a confirmation copy is sent by one
of the other methods.  c.The addresses
and facsimile and telephone numbers to which notices or communications may be
given to the Addressees of either Party may be changed by written notice given
by such Party to the other pursuant to this Section.  3.26 Order of Precedence  The
terms of this Agreement govern all Orders for Materials and Services that
AT&T may place with Supplier while this Agreement remains in effect. The
Parties may not vary or supplement the terms of this Agreement, in connection
with any Order, except by Special Terms and Conditions that both Parties have
agreed upon. When Special Terms and Conditions are included in an Order and
agreed upon, such take precedence over any inconsistent term of this Agreement,
but only with reference to the transaction governed by that Order, and Special
Terms and Conditions in an Order have no other force or effect. This Agreement
supersedes all other pre-printed or standardized provisions that may otherwise
appear inanyother paper or
electronic record of either Party (such as standards terms on order forms,
advance shipping notices, invoices, time sheets, packages, shrink wrap terms,
and click wrap terms).  Proprietary andConfidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplierexceptunder written agreement by the
contracting Parties.  
 *****    Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.  24


3.27 Orders  AT&T
may order Material and Services by submitting Orders in connection with this
Agreement that are substantially in the form of Appendix J, specifying the
following information:  1.A description of the
Services and Material, including any numerical/alphabetical identification
referenced in the applicable price list;  2.The Delivery Date;  3.The applicable price(s);  4.The location at which the
Material is to be Delivered, or the site where Services will be rendered;  5.The location to which
invoices are to be sent for payment;  6.AT&Ts Order number; and  7.The name of the Affiliate
ordering Materials and Services.  3.28 Price  a.Supplier shall furnish
Material and Services at the prices set forth in Appendix B, or pursuant to
firm prices quoted by Supplier for such Material and Services, whichever prices
are lower. The prices for all Material and Services in Appendix B are subject to
decrease by a writing signed by both Parties, but, if Supplier at any time
makes a general price decrease, Supplier shall promptly notify AT&T in
writing and extend such decrease to AT&T effective on the date of such
general price decrease. The prices in Appendix B are not subject to increase
during the term of this Agreement.  b.Supplier shall strive to
proactively reduce its costs and corresponding prices for Material and Services
as charged to AT&T by at least five percent (5%) each calendar year, through
the use of improved processes, supply chain economies and other cost reduction
methods.  3.29 Publicity  Supplier
shall not use AT&Ts or its Affiliates names or any language, pictures,
trademarks, service marks or symbols which could, in AT&Ts judgment, imply
AT&Ts or its Affiliates identity or endorsement by AT&T, its
Affiliates or any of its employees in any (i) written, electronic or oral
advertising or presentation or (ii) brochure, newsletter, book, electronic
database or other written matter of whatever nature, without AT&Ts prior
written consent (hereafter the terms in subsections (i) and (ii) of
this Section shall be collectively referred to as Publicity Matters).
Supplier must submit to AT&T for written approval, prior to publication, all
Publicity Matters that mention or display AT&Ts or its Affiliates names,
trademarks or service marks, or that contain any symbols, pictures or language
from which a connection to said names or marks may be inferred or implied.  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  25


3.30
Quality Assurance  a.In addition to its obligations under the
Section entitled Warranty, Supplier represents and warrants that:  1.all processes utilized to produce
Material and provide Services are controlled and adequate to Deliver consistent
with Specifications and this Agreement;  2.Supplier has evaluated the process
controls of its subcontractors and vendors and has determined that they are
adequate to Deliver Materials and Services consistent with Specifications and
this Agreement; and  3.Supplier to ensure that all Material and
Services are subjected to the above-mentioned processes controls.  For
information purposes only, excellent Quality Management System guidance can be
found in TL 9000 and ISO 9001:2000. Copies of ISO 9001:2000 may be ordered
through the American Society for Quality at 800.248.1946. Copies of TL 9000
Handbooks may be ordered through the QuEST Forum web site at
www.questforum.org. Select the Resources link from the QuEST forum home page,
which will direct you to the TL 9000 Handbooks purchase page.  b.Throughout the term of this Agreement,
Supplier shall periodically evaluate the process controls to verify whether
each is still adequate to Deliver Material and Services consistent with Specifications
and this Agreement. AT&T reserves the right to request a review of such
process controls throughout the term of this Agreement.  c.If Supplier or AT&T, at any time
during the Term of this Agreement, determines that the process controls are
insufficient to meet the obligations herein, then at no additional charge to
AT&T, Supplier shall:  1.provide to AT&T a quality plan to
remedy such insufficient Quality Process. Such quality plan shall include the
following information, in detail:  i.a schedule for achieving an adequate Quality Process; ii.the actions that will achieve and remedy such
insufficiencies;  2.Should remedy efforts described above
fail to address insufficiencies within thirty (30) days of Suppliers remedy
efforts described above or upon AT&Ts notification to Supplier that remedy
efforts are insufficient, whichever is earlier, or within a time period as
mutually agreed, Supplier shall engage a third party consultant to perform
quality control or quality assurance activities. Supplier shall provide
AT&T or AT&Ts agent with notice of such engagement, including the name
of the third party consultant, and shall provide AT&T or AT&Ts agent
with cooperative assistance to such consultant.  Proprietary
and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third
party representatives, and Supplier except under written agreement by the
contracting Parties.  26


d.If requested by AT&T Supplier shall:  1. provide
performance measurements periodically that demonstrate compliance with the
Specifications and this Agreement. 2. The
Parties shall mutually agree upon appropriate performance measurements.  e.Nothing contained in this Clause,
Quality Assurance, will diminish Suppliers obligation to deliver Material
and perform Services in conformance to Suppliers obligations in this
Agreement.  3.31
Records and Audits  Supplier shall:  a.Maintain complete and accurate records
related to the Material and Services provided by Supplier to AT&T
(including records of all amounts billable to and payments made by AT&T,
and other financial records, in accordance with generally accepted accounting
principles), in a format that will permit audit;  b.Retain such records and reasonable
billing detail for a period of at least three years from the date of final
payment for Material and Services;  c.Provide reasonable supporting
documentation to AT&T concerning any disputed invoice amount within thirty
(30) calendar days after receipt of written notification of such dispute; and  d.Permit AT&T and its authorized
representatives to inspect and audit Suppliers records related to the Material
and Services. Should AT&T request an audit, Supplier shall make available
any pertinent records and files to AT&T and its authorized representative
during normal business hours at no additional charge.  3.32
Severability  If any provision of this
Agreement or any Order is determined to be invalid, illegal, or unenforceable,
the Parties agree the remaining provisions of this Agreement or such Order
shall remain in full force if both the economic and legal substance of the
transactions contemplated by this Agreement or such Order are not affected it
any manner that is materially adverse to either Party by severing the provision
determined to be invalid, illegal, or unenforceable.  Proprietary
and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third
party representatives, and Supplier except under written agreement by the
contracting Parties.  27


3.33
Survival of Obligations  Obligations
and rights underthis
Agreement or an Order, which by their nature would reasonably continue beyond the Termination, Cancellation or
expiration of this Agreement or an
Order (including those in the
Sections entitled Compliance with Laws, Information, Indemnity, Infringement, Insurance, Publicity, and
Warranty) will survive the Termination, Cancellation or expiration of this Agreement or such Order.  3.34
Taxes  a.Supplier shall
invoice AT&T the amountof any federal excise taxes and state and local sales taxes imposed upon the sale of Material
and provision of Services under this Agreement. All such taxes must be stated as separate items on a timely invoice listing the taxing jurisdiction imposing the tax. Installation,
labor and other non-taxable charges must be separately stated. AT&T shall pay all applicable taxes
to Supplier that are stated on and at the time the Material or Services invoice is submitted by Supplier.
Supplier shall remit taxes to the appropriate taxing authorities. Supplier shall honor tax
exemption certificates, and other appropriate documents, which AT&T may submit, pursuant to relevant tax provisions
of the taxing jurisdiction providing
the exemption.  b.Supplier shall
pay any penalty,interest,
additional tax, or other charge that may be levied or assessed as a result of the delay or failure of Supplier, for
any reason, to pay any tax or file any
return or information required by law, rule or regulation or by this
Agreement to be paid or filed by
Supplier.  c.Upon AT&Ts
request, the Partiesshall
consult with respect to the basis and rates upon which Supplier shall pay any taxes or fees for which AT&T is
obligated to reimburse Supplier under
this Agreement. If AT&T determines that in its opinion any such
taxes or fees are not payable, or
should be paid on a basis less than the full price or at rates less than
the full tax rate, AT&T shall
notify Supplier in writing of such determinations, Supplier shall make
payment in accordance with such
determinations, and AT&T shall be responsible for such determinations. If
collection is sought by the taxing authority for a greater amount of taxes than that so
determined by AT&T, Supplier shall promptly
notify AT&T. If AT&T desires to contest such collection,
AT&T shall promptly notify
Supplier. Supplier shall cooperate with AT&T in contesting such
determination, but AT&T shall be
responsible and shall reimburse Supplier for any tax, interest, or penalty in
excess of AT&Ts determination.  d.If AT&T
determines that in its opinion ithas reimbursed Supplier for any taxes in excess of the
amount that AT&T is obligated to reimburse Supplier, AT&T and Supplier
shall consult to determine the appropriate method of recovery of such excess
reimbursements. Supplier shall credit any excess reimbursements against tax
reimbursements or other payments due from AT&T if and to the extent
Supplier can make corresponding adjustments to its payments to the relevant tax
authority. At AT&Ts request, Supplier shall timely file any claims for
refund and any other documents required to recover any other excess
reimbursements, and shall promptly remit to AT&T all such refunds and
interest received.  Proprietary
and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third
party representatives, and Supplier except under written agreement by the
contracting Parties.  28


e.If any taxing authority advises Supplier
that it intends to audit Supplier with respect to any taxes for which AT&T is
obligated to reimburse Supplier under this Agreement, Supplier shall
(i) promptly so notify AT&T, (ii) afford AT&T an opportunity
to participate on an equal basis with Supplier in such audit with respect to
such taxes and (iii) keep AT&T fully informed as to the progress of
such audit. Each Party shall bear its own expenses with respect to any such
audit, and the responsibility for any additional tax, interest or penalty
resulting from such audit is to be determined in accordance with the applicable
provisions of this Taxes Section. Suppliers failure to comply with the
notification requirements of this Taxes Section will relieve AT&T of
its responsibility to reimburse Supplier for taxes only if Suppliers failure
materially prejudiced AT&Ts ability to contest imposition or assessment of
those taxes.  f.In addition to its rights under
Subsections c., d., and e. above with respect to any tax or tax controversy
covered by this Taxes Section, AT&T is entitled to contest, pursuant to
applicable law and tariffs, and at its own expense, any tax previously invoiced
that it is ultimately obligated to pay. AT&T is entitledto the benefit of any refund or recovery
of amounts that it has previously paid resulting from such a contest. Supplier
shall cooperate in any such contest, but AT&T shall pay all costs and
expenses incurred in obtaining a refund or credit for AT&T.  g.If either Party is audited by a taxing
authority or other governmental entity in connection with taxes under this
Taxes Section, the other Party shall reasonably cooperate with the Party being
audited in order to respond to any audit inquiries in an appropriate and timely
manner, so that the audit and any resulting controversy may be resolved
expeditiously.  h.AT&T and Supplier shall reasonably cooperate
with each other with respect to any tax planning to minimize taxes. The degree
of cooperation contemplated by this section is to enable any resulting tax
planning to be implemented and includes, but is not limited to:
(i) Suppliers installing and loading all of the Software licensed by
AT&T, and retaining possession and ownership of all tangible personal
property, (ii) Supplier installing, loading and/or transferring the
Software at a location selected by AT&T, and (iii) Supplier Delivering
all of the Software in electronic form. AT&T shall bear all reasonable
external (paid to third parties), additional expenses incurred by Supplier to
comply with the provisions of this subsection, but AT&Ts advance written
consent is required whenever these expenses for any Software item or update are
expected to exceed two thousand dollars ($2,000) or one percent (1%) of the
cost of the item or update, whichever is less. Suppliers cooperation is not an
agreement with, or guarantee of, the taxability or non-taxability of the
transaction.  3.35
Third Party Administrative Services  Supplier acknowledges
that a third party administrator will perform certain administrative functions
for AT&T in relation to this Agreement. Such administrative functions may
include:  a.Collecting and verifying certificates of
insurance; b.Providing financial analysis; c.Verifying certifications under the
Section entitled Utilization of Minority, Women, and Disabled Veteran
Owned Business Enterprises; and d.Collecting and verifying Supplier profile
information.  ProprietaryandConfidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  29


Supplier shall cooperate
with such third party administrator in its performance of such administrative
functions and shall provide such data as from time to time the third party
administrator may request. Further, notwithstanding any other provision of this
Agreement, Supplier agrees that AT&T may provide confidential Information
regarding Supplier to such third party administrator. Supplier agrees to pay
the third party administrator an annual fee for the performance of these
administrative functions, which annual fee shall pot exceed three hundred
dollars ($300.00) and a one time set-up fee of thirty dollars ($30.00).  3.36Title and Risk  Title to Material
purchased, but not to Material licensed, and risk of loss pass to AT&T when
possession of the Material passes, in the United States of America,
(i) from Supplier or its intermediary to the carrier, if and when this
Agreement or an Order requires Supplier to ship freight collect, and
(ii) from the carrier to AT&T, if and when the applicable Order
requires Supplier to prepay for shipment. If any other shipment term is specified in the Order, or if this
Agreement or an Order calls for Supplier to perform additional Services at
destination (such as installation, configuration, or modification), then both
title and risk of loss to the Material pass to AT&T when both the Material
and the additional Services are Accepted by AT&T.  3.37Transaction Costs  Except as expressly
provided in this Agreement or an Order, each Party shall bear its own fees and
expenses (including the fees and expenses of its agents, representatives,
attorneys, and accountants) incurred in connection with the negotiation,
drafting, execution, and performance of this Agreement and the transactions it
contemplates.  3.38
Utilization of, Minority, Women, and Disabled Veteran Owned Business
Enterprises  a.It is the policy of AT&T that
minority, women, and disabled veteran owned business enterprises (MWDVBEs)
shall have the maximum practicable opportunity to participate in the
performance of contracts.  b.Supplier shall make good faith efforts to
carry out this policy in the award of subcontracts, distribution agreements,
resale agreements, and other opportunities for MWDVBE participation. In
furtherance of those efforts, and not as a limitation, Supplier shall submit
annual participation plans, at the time of contract execution and each
subsequent year by January 7, establishing Suppliers goals for the year
for participation by minority owned business enterprises (MBE), women owned
business enterprises (WBE) and disabled veteran business enterprises
(DVBE), with participation expressed as a percentage of aggregate estimated
annual purchases by AT&T and its Affiliates for the coming year under this
Agreement. Supplier shall include specific and detailed plans for achieving its goals in each participation
plan. Suppliers participation goals for the first year (that is, the calendar
year that ends on December 31 next following the effective date of this
Agreement) are: 15% annual MBE participation; 5% annual WBE participation; and
1.5% annual DVBE participation. Suppliers participation plan for the first
year is attached to and incorporated into this Agreement as Appendix G.  Proprietary
and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  30


c.By the fourteenth day following
the close of each calendar quarter, Supplier shall report actual results of its
efforts to meet its goals during the preceding calendar quarter to AT&Ts
Prime Supplier Program Manager, using the form attached to this Agreement as Appendix H.Supplier shall submit separate reports
for AT&T and each Affiliate making purchases under this Agreement. Whenreportingits results,
Supplier shall count only expenditures with MWDVBEs that are certified as MBE, WBE,
or DVBE firms by certifying agencies that are recognized by AT&T, as listed
on Appendix G.In particular, when reporting results
for expenditures by Affiliates identified as California Affiliates in
Appendix G, Supplier shall count only expenditures (i) with MBE and WBE
firms certified by the California Public Utilities Commission Supplier
Clearinghouse (CPUCC) and (ii) with DVBE firms certified by the Office
of Small Business and DVBE Certification (OSDBC) of the California Department
of General Services.  d.Supplier shall inform
prospective MBE, WBE, and DVBE subcontractors of their opportunities to apply
for certification from the agencies listed in Appendix G. Inparticular, Supplier shall inform MBE and WBE
firms certified by agencies other than the CPUCC and the DVBE firms certified
by agencies other than the OSDBC of the procedures for applying for an
additional certification from the OSDBC and the CPUCC.  e.The extent to which
suppliers (a) set challenging goals in their annual participation plans
and (b) succeed in exceeding the goals that they have set are factors that
AT&T may consider favorably when deciding to extend or renew expiring
agreements, to apportion orders among competing suppliers under existing
agreements, and to award new business in competitive bidding.  f.Suppliers obligations under
this Section are not a limitation of any obligations that Supplier may
have under other provisions of this Agreement, including the Section entitled
Government Contract Provisions.  3.39 Warranty  a.Supplier
warrants (i) that Material furnished hereunder will be new; merchantable;
free from defects in design, materialand workmanship; fit and
sufficient for the purposes intended by AT&T;free from all security
interests, liens and encumbrances; (ii) that Supplier conveys good title
to Material sold, and that transfer of title to AT&T is rightful title, and
(iii) that Material furnished hereunder shall strictly conform to and
perform in accordance with applicable Specifications, drawings, models and
samples. In addition, if Material comes subject to one or more warranties
provided by third party manufacturers or vendors to Supplier (OEM warranties),
Supplier warrants that it has the authority to assign, and does assign such OEM
warranties to AT&T.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third partyrepresentatives,
andSupplierexceptunder written agreement bythecontractingParties.  31


b.Supplier warrants that Services
provided hereunder will be performed in a first-class, professional manner, in
strict compliance with the Specifications, and with the care, skill and
diligence, and in accordance with the applicable standards, currently
recognized in Suppliers profession or industry.  c.Supplier warrants that neither
the Material nor the Services will infringe any patent, copyright or other
intellectual property right. The foregoing warranties are in addition to all
other warranties, express, implied, or statutory.  d.If the Parties have
identified a System on which Software will operate, Supplier warrants that
Software will perform on and be compatible with such System and operate
satisfactorily in the System environment specified in the applicable Order. System
means the Hardware, operating system and application Software, interfaces, and
databases that interact with such Software.  e.Supplier warrants that all
Material provided to AT&T hereunder shall be tested prior to Delivery to
ensure that all Material is in strict compliance with the Specifications, and
that Material will not contain Harmful Code or Vulnerabilities at any time.
Testing will include complete regression and interactiontesting and load, unit and
integration testing when applicable.  f.All warranties will survive
inspection, Acceptance, payment and use. The warranty period for Material and
Services shall be the longer of the warranty period stated in the Order, the
Specifications, the applicable OEMs warranty, or one (1) year. The
warranty period in all cases shall commence upon Acceptance by AT&T.  g.If at any time during the
warranty period for Material or Services AT&T believes there is a breach of
any warranty, AT&T will notify Supplier setting forth the nature of such
claimed breach. At AT&Ts option, Supplier shall either (i) repair or
replace the Material or reperform the Services so as to correct the breach of
warranty at no cost to AT&T, (ii) accept the return of the Material
and provide AT&T with a full refund for the defective Materials or
Services; or (iii) credit AT&T with a mutually agreeable reduction in
the Price of the defective Materials and Services. Supplier shall bear all
transportation costs and risk of loss and damage in transit with respect to all
Materials returned for repair, replacement, or refund, and with respect to all
repaired or replacement Materials provided to AT&T, and all repaired and
replacement Materials are warranted as provided in this Section. If AT&T
elects to have Supplier repair or replace the Material or reperform the
Services so as to correct the breach of warranty, and Supplier fails to do so,
then, in addition to its other remedies under the law, this Agreement or an
Order, AT&T may itself repair the Material or correct the Services, or
engage a third party to do so, in either case at Suppliers expense.  Proprietary and Confidential This Agreement and
informationcontained therein is not for use or disclosure
outside ofAT&T,
its Affiliates,and third partyrepresentatives,and Supplier except under
written agreement by the contracting Parties.  32


3.40 Work Done By Others  If
any part of Suppliers Work is dependent upon work performed by others or
subcontracted consistent with the terms herein, Supplier shall inspect and
promptly report to AT&T any defect that renders such other work unsuitable
for Suppliers proper performance. Suppliers silence shall constitute approval
of such other work as fit, proper and suitable for Suppliers performance of
its Work. Any use of a subcontractor must be approved by AT&T before
commencement of the Work. Where a portion of the Work is approved to be
subcontracted, Supplier remains fully responsible for performance thereof and
shall be responsible to AT&T for the acts and omissions of any
subcontractor. Supplier shall require all subcontractors performing work for
Supplier or who may enter upon the Work site to maintain the same insurance
requirements as those set forth in the Insurance Section of this
Agreement. Nothing in this Agreement shall create any contractual obligation
nor other liability of AT&T to any subcontractor or its employees. Supplier
agrees to bind every subcontractor to the terms of this Agreement and,
specifically, to compliance with the Insurance Section of this Agreement.  4.0 Special Terms  4.1 Access  a.When appropriate, Supplier
shall have reasonable access to AT&Ts premises during normal business
hours, and at such other times as may be agreed upon by the Parties to enable
Supplier to perform its obligations under this Agreement. Supplier shall
coordinate such access with AT&Ts designated representative prior to
visiting such premises. Supplier will ensure that only persons employed by Supplier
or subcontracted by Supplier will be allowed to enter AT&Ts premises. If
AT&T requests Supplier or its subcontractor to discontinue furnishing any
person provided by Supplier or its subcontractor from performing Work on
AT&Ts premises, Supplier shall immediately comply with such request. Such
person shall leave AT&Ts premises immediately and Supplier shall not
furnish such person again to perform Work on AT&Ts premises without
AT&Ts written consent. The Parties agree that, where required by
governmental regulations, Supplier will submit satisfactory clearance from the
U.S. Department of Defense and/or other federal, state or local authorities.  b.AT&T may require
Supplier or its representatives, including employees and subcontractors, to
exhibit identification credentials, which AT&T may issue to gain access to
AT&Ts premises for the performance of Services. If, for any reason, any
Supplier representative is no longer performing such Services, Supplier shall
immediately inform AT&T. Notification shall be followed by the prompt
delivery to AT&T of the identification credentials, if issued by AT&T.
Supplier agrees to comply with AT&Ts corporate policy requiring Supplier
or its representatives, including employees and subcontractors, to exhibit
their company photo identification in addition to the AT&T issued photo
identification when on AT&Ts premises.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  33


c.Supplier shall ensure that
its representatives, including employees and subcontractors, while on or off
AT&Ts premises, will perform Work which (i) conform to the
Specifications, (ii) protect AT&Ts Material, buildings and
structures, (iii) does not interfere with AT&Ts business operations,
and (iv) perform such Services with care and due regard for the safety,
convenience and protection of AT&T; its employees, and property and in full
conformance with the policies specified in the AT&T Code of Business
Conduct, which prohibits the possession of a weapon or an implement which can
be used as a weapon (a copy of the AT&T Code of Business Conduct is
available upon request).  d.Supplier shall ensure that
all persons furnishedbySupplier work harmoniously
with all others when on AT&Ts premises.  4.2 Background Checks  1.Supplier, with respect to
the following requirements in this Section (collectively, Background
Checks) and subject to any laws, rules or regulations which may limit any Supplier
action otherwise required by this section, (i) shall make all reasonable
efforts, including checking the background, verifying the personal information
and conducting a Drug Screen to determine and verify all information necessary
to represent and warrant to AT&T that no Supplier employee, contractor or
subcontractor and no employee or agent of any Supplier contractor or
subcontractor (Supplier Person) who Supplier proposes to have perform any
Service that permits physical, virtual or other access to AT&T s or its
customers premises, systems, networks, or Information(Access) atany time during
the term of the Agreement, (a) has presented a positive Drug Screen, (b) has
been arraigned or convicted of (i) any felony, (ii) any misdemeanor
involving violence, sexually related criminal conduct, theft or computer
crimes, fraud or financial crimes, or crimes involving unlawful possession or
use of a dangerous weapon, or (c) is identified on any government registry
asa sex offender;
and (ii) Supplier shall not permit any such Person presenting a positive
Drug Screen, so arraigned or convicted, or so identified to perform any Service
that permits such Access during the term of the Agreement.  2.Supplier represents and
warrants to AT&T that no Supplier Person has (i) falsified any of his
or her Identification Credentials, or (ii) failed to disclose any material
information in the hiring process relevant to the performance of any Service.
Supplier shall not permit any Supplier Person who has falsified such
Identification Credentials or failed to disclose such information to perform
any Service that permits Access.  3.Thefollowing
definitions apply:  ·Identification Credentials includes, with respect
to each Supplier Person, his or her Social Security number, driverslicense,
educational credentials, employment history, home address, and citizenship indicia.  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  34


·Drug Screen
means the testing for the use of illicit drugs (including opiates, cocaine,
cannabinoids, amphetamines, and phencyclidine (PCP)) of any Supplier Person who
(i) has unsupervised (or badged) physical Access to AT&Ts or its
customers premises, or (ii) has regular or recurring supervised physical
Access to AT&Ts or its customers premises for more than thirty (30) days
in the aggregate annually.  4.The failure of
Supplier to comply with the requirements of this Section, and/or if any Person who
fails such Background Check or who has falsified Identification Credentials
does perform any Service that permits such Access, shall each be considered a
material breach of this Agreement. Notwithstanding any of the foregoing,
exceptions for individual Supplier Persons may be granted by AT&T on a
case-by-case basis.  4.3 Driving Record Requirements for Suppliers Employees  a.Supplier agrees thatAT&Ts
driving standards are applicable to Suppliers employees who drive AT&Ts
vehicles for any purpose including incidental pick-up and return. AT&T
reserves the right to review andmonitor the driving record of
Suppliers employees and/or request Driver License Record reports on Suppliers
employees from the Department of Motor Vehicles or State Department of Public
Safety, at Suppliers expense.  b.Suppliers employees shall
operate AT&Ts vehicles in a safe manner and maintain satisfactory driving
records, as stipulated below. Supplier shall ensure that employees with an
unsatisfactory driving record review willnot operate AT&Ts vehicles. If
Suppliers employees with unsatisfactory driving records are found operating
AT&Ts vehicles, this Agreement may be canceled at AT&Ts discretion in
accordance with the terms of the Section, Cancellation and Termination. During thethirty
(30)-day period after AT&T has given Supplier a notice of Agreement Cancellationor Termination, no employee of the Supplier may drive
AT&Ts vehicles unless thatperson has been specifically
authorized by AT&T to drive its vehicles.  c.The following MUST be met
(both on and off duty) to maintain a satisfactory driving record:  1.An employee must not have
more than any combination of three (3) moving violations or chargeable
accidents (an accident in which the employee is charged by a law enforcement
agency as being in violation of a law or ordinance), in the previous
twenty-four (24) months.  2.When a driving record review
is made of an employees driver license history, the record must be free of all
of the violations listed in Subparagraphs (i) through (iii), below. If any
one of these violations appear on the employees record during the twenty-four
(24) months prior to the date of the review, the employee will be considered to
have an unsatisfactory driving record. These violations are:  i.Suspension of a
drivers license, or a record of operating a motor vehicle without a valid
license or permit,  Proprietary and Confidential This Agreementand
informationcontained therein is not for use or disclosure
outside ofAT&T,
its Affiliates,and third partyrepresentatives, andSupplier except under written
agreement by thecontractingParties.  35


ii.Conviction, guilty plea, or
a plea of no contest to a charge of Driving While Intoxicated (DWI), or
Driving Under the Influence (DUI) of alcohol or drugs, or  iii.Conviction, guilty plea, or
a plea of no contest to a charge of homicide or assault arising from the
operation of a motor vehicle or reckless or dangerous driving.  4.4 Electronic Data Interchange (EDI)  a.At the request of AT&T, the Parties shall exchange Orders,
payments, acknowledgements, invoices, remittance notices, and other records (Data)
electronically, in place of tangible documents. In such case, AT&T shall also designate whether the Parties shall
exchange Data by direct electronic or
computer systems communication between AT&T and Supplier, or indirectly through third party service providers with which
either Party may contract or a single AT&T- designated third party service provider with
which each Party shall contract independently (Provider), to translate,
forward and/or store such Data. If the Parties exchange Data directly, they
agree to exchange it in accordance
with the Telecommunications Industry Forum EDI Guidelines for use of American National Standards
Institute (ANSI) Accredited Standards Committee X12 transaction sets, unless they mutually agree to a proprietary
format or another standard such as
Extensible Markup Language (XML).  b.The following additional conditions apply to any
such exchanges:  1.Garbled Transmissions: If anyData
is received in an unintelligible, electronically unreadable, or garbled form, the receiving Party shall promptly
notify the originating Party (if identifiable from the received Data) in a
reasonable manner. In the absence of such notice, the originating Partys
record of the contents of such Data shall control.  2.Signatures: Each Party will
incorporate into each EDI transmission an electronic identification consisting of
symbol(s)orcode(s) (Signature).
Each Party agrees that any predetermined Signature of such Party included in or
affixed to any EDI transmission shall be sufficient to verify such Party
originated, signed and executed such transmission. No Party shall disclose
to any unauthorized person the Signatures of the Parties hereto.  3.Statute of Frauds: The
Parties expressly agree that all Data transmitted pursuant to this Section shall
be deemed to be a writing or in writing for purposes of Section 2-201
of the Uniform CommercialCode(UCC)or any other
applicable law requiring that certain agreements be in writing and signed by
the party to be bound thereby. Any such Data containing or having affixed to it
a Signature shall be deemed for all purposes: (i) to have been signed
and executed; and (ii) to constitute an original when printed from
electronic files or records established and maintained in the normal course of
business.  4.Method of Exchange: Each
Party shall be responsible for its own cost(s) to provide and maintain the
equipment, software and services necessary to effectively and reliably transmit
and receive Data, and the associated charge(s) of any Provider with which
it contracts. Supplier shall be solely responsible for the cost of storing its
information or Data on a Providers computer network, which may be retrieved by
AT&T at no additional charge to AT&T by Supplier. Either Party may
change a Provider upon thirty (30) days prior written notice to the other
Party, except that if a single Provider for both Parties has been designated by
AT&T, then AT&T may change the Provider upon thirty (30) days prior
written notice to Supplier.  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting Parties.  36


5.Warranty of Data Integrity:
Supplier represents and warrants that Data and/or information either
transmitted to AT&T by Supplier or stored by Supplier on a Providers
network for access by AT&T a) do not contain any Harmful Code or
Vulnerability, and b) do not infringe or violate any third partys copyright,
patent, trademark, trade secret or other proprietary rights or rights of
publicity or privacy. Supplier further represents and warrants that all product
and pricing information provided in its catalogues either stored on a Providers
network or transmitted to AT&T by Supplier is current, accurate and
complete. In the event more favorable prices or terms appear in Data
transmitted to AT&T by Supplier than appear in Suppliers current
catalogue, AT&T will be entitled to the more favorable prices or terms contained
in the Data.  4.5 Entry on AT&T Property  a.If the
performance of the Services provided hereunder requires Suppliers entry upon
property owned or controlled by AT&T, Supplier is hereby notified that
AT&T-owned buildings constructed prior to 1981 contain asbestos containing
materials (ACM) and/or presumed asbestos containing materials (PACM) and
may also contain both natural and artificial conditions and activities involving
risk of harm. AT&T has not inspected such property for the purposes of this
Agreement and has not taken any efforts to discover or make safe dangerous
conditions or activities for.the purpose of Suppliers
performance of Services.  b.Supplier shall be
responsible for inspecting the Services site for unsafe conditions and taking
the necessarysafety precautionsfor protection of Supplier,
its employees, and agents and assuring a safe place for performance of the
Services. As a material condition of this Agreement, Supplier, for itself and
its employees and agents, assumes all risk of dangers associated with the
property, including any potential asbestos exposure, and responsibility for
OSHA notice requirements including:  1.contacting the appropriate
AT&T Project manager responsible for the property to determine the presence,
location and quantity of ACM/PACM that Suppliers employees may reasonablybe expected towork in or
adjacent to;  2.informing Suppliers employees
of the presence, location and quantity of ACM/PACM present in the property that
Suppliers employees may reasonably be expected to work in or adjacent to and
the precautions to be taken to ensure that airborne ACM/PACM is confined to the
identified ACM/PACM area; and  3.informingthe appropriateAT&T Project manager and other employers of employees at the property,
of the presence, location and quantity of any newly discovered ACM/PACM
identified by Supplier within twenty-four (24) hours of discovery.  c.Should Services
require the drilling of vinyl asbestos containing floor tile, Supplier agrees
that its employees and subcontractors performing such drilling shall use
AT&Ts HD2 Procedure for Drilling Holes Through Vinyl Asbestos Floor Tile
(AT&Ts Procedure) which has a Negative Exposure Assessment when drilling
through such tile and that only employees and subcontractors who have received
the training required to perform AT&Ts Procedure will perform such
drilling.  Proprietary and Confidential This Agreementandinformationcontained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third partyrepresentatives,and Supplier except
under written agreement by the contracting Parties.  37


d.Supplier hereby releases AT&T
from any and all claims or causes of action in connection with the
responsibilities hereby assumed by Supplier, and agrees to indemnify, hold
harmless and defend, AT&T,itsAffiliates and their agents and employees against any Loss arising
therefrom in accordance with the Section entitled Indemnify.  e.If in Suppliers judgment,
the Services, other than Services requiring the drilling of asbestos containing
floor tile, should not proceed due to the presence of ACM/PACM, and/or any
other unsafe condition, the correction of which may require changes or
alterations in AT&Ts operations or property, Supplier shall notify the
AT&T Project manager immediately, and shall suspend the Services until
Supplier and AT&T agree on the corrections or alterations necessary for the
safe performance of the Services.  4.6 Hazardous Material aid Regulated Substances  A
Regulated Substance as referred to in this clause is a generic term used to
describe all materials that are regulated by federal or any state or local
government during transportation, handling and/or disposal. These include, but
are not limited to, materials that are regulated as (i) hazardous
material under the Hazardous Material Transportation Act and the Control of
Radioactive Contamination of Environmental Law, Title 8 of the California Code
of Regulation, Section 5194, and the Hazardous Substances Information and
Training Act, (ii) chemical hazards under the Occupational Safety and
Health Administration (OSHA) standards, (iii) chemical substances and
mixtures under the Toxic Substances Control Act and chemicals on the
Governors List known to the State of California to cause cancer, birth
defects, and/or other reproductive harm, as that term is defined in the
California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition
65), (iv) pesticides under the Federal Insecticide, Fungicide and
Rodenticide Act, and (v) hazardous waste as defined or listed under the
Resource Conservation and Recovery Act and the Hazardous Waste Control Law.  a.Supplier shall
comply with all applicable Laws, including any notice requirements, regarding
any Material ordered hereunder which contains or consists of a Regulated
Substance or any Service ordered hereunder which involves the use, handling,
storage, recycling, disposal or transportation of Regulated Substances. Supplier
shall notify AT&T and provide AT&T with all necessary information
(including, but not limited to, OSHA Material Safety Data Sheets (MSDS)) at
least thirty (30) days before shipping Material containing or consisting of
Regulated Substances to AT&T or commencing the performance of Services for
AT&T involving the handling or use of Regulated Substances. Each MSDS must
include an attachment indicating the specific worker protection equipment
requirement for use with the Regulated Substance covered thereby. If the MSDS
covers a Regulated Substance that is a chemical defined by Proposition 65 and
is submitted for Materials or materials provided to or used at a California
facility, the MSDS should indicate that the chemical is one that is known to
the state of California to cause cancer, birth defects or other reproductive
harm. Supplier shall maintain and distribute such information upon request to
AT&T and/of any other contractor at the same location.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  38


b.Notwithstanding any other
provision of this Agreement, AT&T shall have the right, but not the duty,
to Terminate without Liability any Order for Material consisting of or
containing a Regulated Substance or Service involving the use and handling of
Regulated Substances within thirty (30) days after such notification from
Supplier. Otherwise, AT&T and Supplier shall cooperate concerning the
acceptance by AT&T of such Material and Services. Supplier shall mark all
Material and/or materials as Regulated Substances, which are required by all
applicable Laws to be so marked, and shall provide assistance to AT&T of an
advisory nature in the handling and use of Regulated Substances provided
hereunder and the disposal of hazardous waste, as defined by applicable Laws
(Hazardous Wastes), resulting therefrom.  c.Supplier shall provide
AT&T with the same information pertaining to Regulated Substances in or
used in the Material and Services it provides to AT&T or Hazardous Waste as
Supplier provides to Suppliers employees or agents involved in the disposition
or treatment of such Regulated Substances.  d.When performing Services at
AT&Ts California facilities, Supplier shall, and shall require its
subcontractorsto,issue warnings in accordance
with Proposition 65 for exposure to chemicals covered by Proposition 65
introduced by Supplier or its subcontractor to personnel at AT&Ts
California facilities, the public and AT&T from the time Supplier and/or
its subcontractor enter AT&Ts California facilities and/or commences
performing Services through the completion of such performance. Supplier shall,
and shall require its subcontractors to, warn AT&T of any exposure to
chemicals covered by Proposition 65, which may continue after Supplier or its
subcontractors have completed the performance of Services. Such warning may
take the form of, but not be limited to,aMSDS for each
such chemical.  e.SUPPLIER IS HEREBY WARNED IN
ACCORDANCE WITH PROPOSITION 65 THAT EXPOSURE TO CHEMICALS MAY OCCUR AT
AT&TS FACILITIES. SUPPLIER IS ALSO HEREBY WARNED THAT AT&TPOLESMAY CONTAIN
CERTAIN CHEMICALS KNOWN TO THE STATE OF CALIFORNIATOCAUSE CANCER IN
CERTAIN SITUATIONS. If requested, AT&T shall make available to Supplier,
its subcontractors, and any of their employees, a MSDS for the chemicals
covered by Proposition 65, if any, at AT&Ts facilities where Supplierisproviding Services or in poles which will be handled by or sold to
Supplier hereunder. Supplier shall issue appropriate warnings to inform and
educate employees, agents, subcontractors, other invitees, and employees of any
of them, entering AT&Ts facilities or handling poles hereunder, of the
above information in accordance with applicable Laws.  f.Supplier further agrees to
defend, indemnify and hold AT&T harmless from and against any Liability
sustained by AT&T because of Suppliers noncompliance herewith.  Proprietary
and Confidential This Agreementand informationcontained
therein is not for use or disclosure outside ofAT&T,its Affiliates, and third
partyrepresentatives,and Supplier except under written agreement by the
contracting Parties.  39


4.7 Independent Contractor  Supplier
hereby represents and Warrants to AT&T that:  a.Supplier is engaged in an independent
business and will perform all obligations under this Agreement as an
independent contractor and not as the agent or employee of AT&T;  b.Suppliers personnel performing
Services shall be considered solely the employees of Supplier and not employees
or agents of AT&T;  c.Supplier has and retainstheright to
exercise full control of and supervision over the performance of the Services
and full control over the employment, direction, assignment, compensation, and
discharge of all personnel performing the Services;  d.Supplier is solely responsible
for all matters relating to compensation and benefits for all of Suppliers
personnel who perform Services. This responsibility includes (i) timely
payment of compensation and benefits, including, but not limited to, overtime,
medical, dental, and any other benefit, and (ii) allmatters relating
to compliance with all employer obligations to withhold employee taxes, payemployee
and employer taxes, and file payroll tax returns and information returns under
local, state and federal income tax laws, unemployment compensation insurance
and state disability insurance tax laws, social security and Medicare tax laws,
and all other payroll tax laws or similar laws with respect to all Supplier
personnel providing Services;  e.Supplier shall indemnify;
hold harmless and defend AT&T from all Losses related to Suppliers failure
to comply withtheimmediately preceding
paragraph in accordance with the Section entitled Indemnity:  4.8 Order Process  Requests for Work shall
be handled in accordance with the order process described in Appendix J.  4.9 Parts and Supplies  Supplier
shall procure all parts and supplies, unless exceptionally arranged otherwise,
with AT&Ts Zone Manager. Supplier shall bill AT&T for reimbursement
plus any agreed upon charges. AT&T has the option to participate in parts
procurement contracts with parts vendors or to allow Supplier to perform this
function with AT&T maintaining the right to review.  4.10 Responsibility for Fines or Other Penalties  Supplier
shall pay all fines or other monetary penalties assessed against AT&Ts
vehicles, whether by reason of the operation, parking or other handling or
management of such vehicles by Suppliers employees in the course of performing
Services hereunder.  4.11 Security  a.Physical  Supplier shall be responsible
for safeguarding AT&T's property for Supplier's use. At the close of each
work period, Supplier shall ensure that such property is made secure.  Proprietary
and Confidential This Agreementand informationcontained therein is not for
use or disclosure outside of AT&T, its Affiliates,andthird partyrepresentatives,and Supplier except under
written agreement by the contracting Parties.  40


b.Key Control  Supplier shall establish and implement methods of ensuring that all
keys issued to Supplier by AT&T are not lost or misplaced and are not used
by unauthorized persons. No keys issued to Supplier by AT&T shall be
duplicated without AT&Ts written consent. Supplier shall develop
procedures for key control that will be included in Suppliers quality control
plan. Supplier shall report the occurrence of a lost or duplicated key to
AT&T. It is Suppliers responsibility to prohibit the use of keys issued to
Supplier by any persons other than Suppliers employees or AT&Ts employees
engaged in the performance of Services hereunder. When AT&T replaces locks
or obtains new keys due to insufficient key control by Supplier, all costs
incurred by AT&T shall be deducted from payments due Supplier, or Supplier
shall be billed separately. In the event a master key is lost or
duplicated, AT&T shall replace all locks and keys for that system and
Supplier shall be billed separately.  c.Lock Combinations  Supplier shall establish and implement methods of ensuring that all
lock combinations are not revealed to unauthorized persons.  4.12 Technical
Support  Supplier will provide, at no additional cost to AT&T, full and
complete technical assistance to AT&T for the Material and Services
provisioned under this Agreement, including ongoing technical support and field
Service and assistance, provision of technical bulletins and updated user
manuals, and telephone assistance to assist with installation, operation, maintenance
and problem resolution. The availability or performance of this technical
support will not be construed as altering or affecting Suppliers obligations
as set forth in the Warranty Section or as provided elsewhere in this
Agreement. Field Service and technical support, including emergency support
(service affecting), will be provided on site twenty-four (24) hours a day.
Supplier will provide to AT&T, and keep current, an escalation document
that includes names, titles and telephone numbers, including after-hours
telephone numbers, of Supplier personnel responsible for providing technical
support to AT&T. Supplier will maintain a streamlined escalation process to
speed resolution of reported problems.  Proprietary and Confidential This Agreementand information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement
by the contracting Parties.  41


IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed, which may be in duplicate
counterparts, each of which will
be deemed to be an original instrument.  Bachman NGV, Inc. dba BAF Technologies
  
  AT&TServices, Inc.By:
  /s/
  John R. Bacon
  
  By:
  /s/
  Patrick RitterPrinted
  Name: John R. Bacon
  
  Printed
  Name: Patrick RitterTitle: President
  
  Title:  Sr.
  Contract ManagerDate:
  2-21-08
  
  Date:
  2-22-08  Proprietary and Confidential This Agreementand information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement
by the contracting Parties.  42


Appendices  Appendix A - Description of Material, Services &
Deliverables  Supplier
shall provide the following Material and Services.  PRODUCTDedicated Natural Gas Ford E-350  BAFTECHNOLOGIES
  
  Dedicated CNG E-350BAF
  Technologies introduces our first medium-duty Ford product equipped with the
  BAF proprietary CalComp sequential fuel injection (SFI) system, the CNG E-350
  5.4L; certified both CARB and EPA; fully OBD-II compliant.This exceptionally clean Ford 5.4L E-350 meets CARB
  LEV-Il SULEV and EPA Tier-2 Bin-6.System Overview·  Operates on dedicated Compressed Natural Gas.·  Controls the CNG system using the original PCM.·  System faults illuminate the Check Engine light.·  Diagnose using OEM scanner or generic scan tool.·  Order from your dealer with a CNG system option.·  OBD-II certified.Contact:[*****]www.BAFtechnologies.com  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  43


PRODUCTDedicated Natural Gas Ford E-350  BAFTECHNOLOGIES
  
  SpecificationsGeneral:·  E-350, 5.4L V-8 Engine·  Limited Warranty: 3-year or 36,000 miles·  CARB SULEV & EPA Tier 2 Bin 6 certified·  Sequential Fuel Injection (SFI)·  Standard fuel capacity = 20 GGE·  3600-psi NGV II & FMVSS 304 certified tank package·  Meets all Federal and State Laws and Safety RequirementsECU
  Inputs:·  RPM·  Camshaft·  Manifold Absolute Pressure (MAP)·  Fuel Rail Pressure (FRP)·  Fuel Rail Temperature (FRT)·  Intake Air Temperature (IAT)·  Oxygen Sensor  Bank 1 & Bank 2·  Throttle Position Sensor (TPS)ECU Outputs:·  8 Injector Drivers with Sequential Control·  OEM Fuel Gauge·  Malfunction Indicator Light (MIL)·  Fuel Rail Lock-offSystem Pressure & CNG Injectors:·  3600 psi Storage Pressure·  Regulator Pressure = 130 psi·  Bosch CNG Injectors·  Flow Rate = 2.3 g/sec @130 psiControl Strategies:·  Closed-Loop Fuel Control·  Catalyst Protection Strategy·  Ignition Timing Optimized for Natural Gas·  Sequential Injection Timing Control·  Transient Fueling ControlContact:
  
  ·  Deceleration Fuel Cutoff·  OBD-II Diagnostics[*****]www.BAFtechnotogies.com  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  44


Appendix B - Price(s)  Supplier shall provide the Material and Services, including any
applicable deliverables, for the following:  Proposal for:
  
  AT&TContact:
  
  [*****]                                                      [*****]Phone/Email:End User:Date:
  
  February 11,
  2008Quotation Number:
  
  08-16-E350-AT&TVehicle:
  
  E350
  Van, Extended length, Model #S34, 138 WBYear:
  
  2008Engine:
  
  5.4LWheelbase:
  
  Standard,
  Ext BodyQuantity:
  
  Twenty-five
  (25)Configuration:
  
  Dedicated
  CNGCertification:
  
  CARB
  and EPAFuel Capacity:
  
  20
  GGEFuel Tanks:
  
  Type
  IIPrice/Unit:
  
  [*****]Option:F. O. B.:
  
  DallasEstimated Production Start:
  
  May 1, 2008 due to CNG tank arrival schedule
            availabilityQuotation Validity:
  
  April 30, 2008Terms:
  
  Balance
  due prior to shippingNotes:
  
  1.
  Dallas drop ship code [*****]2.
  Estimated completion date [*****]  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  45


3. CNG System can be purchased as an option from theFord Dealership
  with the purchase of the van4.California
  Ford dealers and contact information:[*****] Ford
  [*****] Ford, Lincoln, M[*****]
  [*****]  Proprietary and Confidential This Agreement and information contained therein is
not for use or disclosure outside of AT&T,its Affiliates, and third party representatives, and Supplier except under written agreement
by the contracting Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  46


Appendix
C - Specifications  AT&Ts Specifications and business requirements include:  GENERAL STATEMENT OF WORK,  Provide components and labor to upfit a Ford 8350 van with the BAF
CalComp C NG System in accordance with the terms and conditions stated below. Vehicle: Ford E350 Van, 5.4L Engine,2008 YM OTY: [*****] Configuration: Dedicated CNG Certification: EPA and CARB SULEV Fuel Capacity: 20 GGE Tanks will be TypeII, hoop wrapped steel, located in the vehicle under carriage
area. Two tanks are located between the frame rails behind the Rear axle and I tank located inside the driver side
frame rail forward the rear axle (see specification attached). Component Detail: Fuel system and Electronics, Fuel Storage, High Pressure Fittings and
Hoses, Misc. Brackets and Hardware, Labor Price: [*****]each FOB: Dallas Drop Ship Code: 52C013 (Westway Ford) Terms: As stated in Agreement  Completion Time: Vehicles delivered by May 1, 2008 will be
completed NLT June 30, 2008  Tech Support: Monday - Friday normal business hours, additional times
if scheduledin
advance  Warranty:[*****]  AT&T and vendor will address any reporting and tracking
requirements.  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates,
and third party representatives, and Supplier except under written agreement by
the contracting Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  47


Appendix G - Prime Supplier MBE/WBE/DVBE Participation Plan  PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN  YEAR
REPORTING:                      2008  PRIME
  SUPPLIER NAME:
  BAF
  TechnologiesADDRESS:
  2415 Beatrice StreetDallas, TX 75208COMPANY
  E-MAIL:
  www.BAFtechnolgies.com;TELEPHONE
  NUMBER:
  214.231.1450DESCRIBE
  GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:Provide
  components and labor to up fit vehicles with a system to run on compressed
  natural gas (CNG).DESCRIBE
  YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE PERSONNEL DEDICATED TO
  THAT PROGRAMSmall
  company with no dedicated program or personnel.THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED
  AS AN MBE/WBE/DVBE PARTICIPATION PLAN.1.
  GOALSA.
  WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?MINORITY
  BUSINESS ENTERPRISES (MBEs)
  2%WOMANBUSINESS ENTERPRISES (WBEs)
  0DISABLED
  VETERAN BUSINESS ENTERPRISES (DVBEs)
  0B.
  WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACTWITH:Midwest
  Region:(Wisconsin,
  Illinois, Indiana, Ohio, Michigan)AT&T
  (NV)AT&T
  (CA)East
  Region: (Connecticut)  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  48


Southwest Region:(Texas,
  Oklahoma, Kansas, Missouri, Arkansas)AT&T Yellow PagesAT&T Advanced SolutionsAT&T National Data OperationsAT&T Long DistanceAT&T TelecomAT&T Internet ServicesAT&T MSIAT&T Services
  [*****]AT&T OperationsOtherNote: Indicate dollar award(s) as it applies to this
  contract.C.
  WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE PURCHASES:MINORITY BUSINESS ENTERPRISES (MBEs)
  0WOMAN BUSINESS ENTERPRISES (WBEs)
  0DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)
  02.
  LIST THE PRINCIPAL GOODS AND SERVICES TO BE
  SUBCONTRACTED TO MBE/WBE/DVBEs ORDELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERSNone
  identified at this time.2%goal
  identified is a stretch goal. This commodity has limited, (if any), supplierdiversityopportunities.DETAILED PLAN FOR USE OF M/WBEs-DVBEs AS
  SUBCONTRACTORS, DISTRIBUTORS, VALUE ADDED RESELLERSFor
  every product and service you intend to use, provide the following information.
  (attach additional sheets if necessary)  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside ofAT&T, its Affiliates, and third party representatives, and Supplier
except under written agreement by the contracting Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  49


Classification
  
  Products/Services toCompany Name
  
  (MBE/WBE/DVBE)
  
  be provided
  
  $ Value
  
  Date to Begin  3.SELLER
AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS TO SUPPORT ITS
EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL(S). SELLER ALSO
ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR IDENTIFYING, SOLICITING AND
QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS, DISTRIBUTORS AND VALUE ADDED RESELLERS.  4.THE
FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE COORDINATOR FOR
SELLER, WILL:  ADMINISTER
THE MBE/WBE/DVBE PARTICIPATION PLAN, SUBMIT
SUMMARY REPORTS, AND COOPERATE
IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO DETERMINE
THE EXTENT OF COMPLIANCE BY THE SELLER WITH THE PARTICIPATION
PLAN.  NAME:
  [*****]TITLE:
  [*****]TELEPHONE NUMBER:
  [*****]AUTHORIZED SIGNATURE:DATE:  Submit
your annual plan tosbcsd@att.com  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by thecontracting Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  50


AT&T Recognized Certification
Agencies January 4, 2006  In
order to standardize requirements and insure a uniform quality for
certification as a minority, woman or disabled veteran owned business and to
create greater efficiency in the verification and access to certifications,
AT&T will accept certifications fromthe certificationagencies
specified below:  For
suppliers serving AT&T West (CA and NV):  CPUC Clearinghouse -applies
  to all AT&T companies
  Northern California Office:1670 Pine StreetSan Francisco, Ca 94108Type of certification:
  Minority and Women owned businesscertificationsSupplier Processing Fee:
  No fee tovendorValidation Period:
  Valid
  for 3 years. (Vendors certified by otherclearinghouse -approved agencies, such as the NMSDC will
  have a shortened Comparable Agency Verification filing process)Telephones:
  ·Northern California 
  800-359-7998Web Address:
  http://www.cpuc.ca.govOffice
  of Small Business Certification and Resources (OSBCR)Office Address:707 3rdStreet,
  First Floor, Room 400West Sacramento, CA 95605Mailing Address:P.O. Box 989052West Sacramento, CA 95798-9052Type of certification:
  Disabled Veteran Business Certification -ONLY for California businesses.Supplier Processing Fee:
  No fee to vendorValidation Period:
  Up to 3 yearsTelephone:
  916-322-5060; 1-800-559-5529Web Address:
  http://www.osmb.dgs.ca.govAssociation for Service Disabled Veterans (ASDV)
  P.O. Box 20312
  Stanford, CA 94309Type of certification:
  Disabled
  veteran business certifications for businesses located
  OUTSIDE of CaliforniaSupplier Processing Fee:
  $138, site visit, if required, would have additional costValidation Period:
  Valid for 1 yearTelephone:
  650-949-3751Web Address:
  http://www.asdv.org/home_body.htm
  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  51


For suppliers serving other AT&T affiliates:  CPUC Clearinghouse -applies
  to all AT&T companies
  Northern California Office:1670 Pine StreetSan Francisco, Ca 94108Type of certification:
  Minority and Women owned businesscertificationsSupplier Processing Fee:
  No fee tovendorValidation Period:
  Valid
  for 3 years. (Vendors certified by otherclearinghouse -approved agencies, such as the NMSDC will
  have a shortened Comparable Agency Verification filing process)Telephone:
  ·Northern California 
  800-359-7998Web Address:
  http://www.cpuc.ca.govNational Minority Supplier Development Council (NMSDC),andallofits affiliated regional councils
  1040Avenue of Americas, 2ndFloor
  New York, NY 10018Type of certification:
  Minority-owned business certifications-regional/nationalSupplier Processing Fee:
  Fee to vendorValidation Period:
  Valid for 1 yearTelephone:
  212-944-2430Web Address:
  http://www.nmsdcus.orgWomens Business Enterprise National Council (WBENC)andall of its partner organizations
  1120
  Connecticut Avenue NW, Suite 950
  Washington,
  D.C. 20036Type of certification:
  Women-owned
  business certificationsSupplier Processing Fee:
  Fee to vendorValidation Period:
  Valid for 1 yearTelephone:
  202-872-5515Web Address:
  http://www.wbenc.orgAssociation for Service Disable
  Veterans (ASDV)
  PO Box 20312
  Stanford, CA 94309Type of certification:
  Disabled veteran business certificationsSupplier Processing Fee:
  $138, site visit, if required, would have additional costValidation Period:
  Valid for 1 yearTelephone:
  650-949-3751Web Address:
  http://www.asdv.orgCherokee Nation Commerce
  PO Box 948
  Tahlequah, OK 74465Type of certification:
  Minority
  owned business certificationSupplier Processing Fee:
  Processing
  fee for granted certificationsValidation Period:
  Valid for 1 yearTelephone:
  Within
  Oklahoma: 800-256-0671
  Outside
  Oklahoma: 918-456-0671Web Address:
  http://www.cherokee.org/services/commerce
  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  52


Other AT&T-recognized certification agencies:  City of Chicago Office of Compliance and Certification
  City Hall - Room 403
  121 North LaSalle Street
  Chicago, IL 60602-1284:Type of certification:
  Minority and Women-Owned BusinessesSupplier Processing Fee:
  Not AvailableValidation Period:
  Not AvailableTelephone:
  312-744-0835Web Address:
  http://www.cityofchicago.orgState of Illinois Department of Central
  Management Services Business Enterprise Program
  100 West Randolph, Suite 4-400
  Chicago, IL 60601Type of certification:
  Woman, minority and handicap business
  certificationsSupplier Processing Fee:
  NoneValidation Period:
  Valid for 2 YearsTelephone:
  312-814-4190Web Address:
  http://www.purchase.state.il.usTexas Department of Small & Minority Business
  Resources (DSMBR)
  Office Address:
  4100 Ed Bluestein Blvd.
  Austin, TX 78721-2350
  Mailing Address:
  P. O. Box 1088
  Austin, TX 78767Type of certification:
  Minority
  and Women-owned business certificationsSupplier Processing Fee:
  No Fee to vendorValidation Period:
  Valid for 1 yearTelephone:
  512-974-7600Web Address:
  http://www.cityofaustin.org/smbrNorth Central Texas Regional
  Certification Agency (NCTRCA)
  624 Six Flags Drive,
  #216
  Arlington, TX 76011Type of certification:
  Minority
  and Women-owned business certificationsSupplier Processing Fee:
  No fee to vendorValidation Period:
  Valid for 3 years, renewable annuallyTelephone:
  817-640-0606Web Address:
  http://www.ntcrca.orgSouth
  Central Texas Regional Certification Agency (SCTRCA)
  301 South Frio, Suite 310
  San Antonio, TX 78207Type of certification:
  Disadvantaged,
  Minority and Women-owned business certificationsSupplier Processing Fee:
  No fee
  to vendorValidation Period:
  Valid for 3 yearsTelephone:
  210-227-4722Web Address
  http://www.sctrca.org
  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  53


Texas Building and Procurement Commission, Historically
Underutilized Business(HUB) Office
Address: 1711
San Jacinto Austin,
TX 78701 Mailing
Address: P.
O. Box 13047 Austin,
TX 78711-3047  Type of certification:
  Minority
  and Women-owned business certificationsSupplier Processing Fee:
  Fee to vendorValidation Period:
  Valid for 2 yearsTelephone:
  512-463-6363Web Address:
  http://www.tbpc.tx.us  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  54


Appendix H - MBE/WBE/DVBE Results Report   M/WBE-DVBE QUARTERLY RESULTS REPORT FOR THE FOLLOWING AT&T AFFILIATE:    Note:Subcontracting Results should reflect ONLY M/WBE-DVBE
dollars directly traceable to sales DURING the QUARTER.  Results must be reported
individually for each AT&T subsidiary.  THIS
SUMMARY REPORT SHOULD BE E-MAILED TO:[*****]    1.
  REPORTING COMPANY:
  
  2.
  CONTRACT/
    WORK ORDER
    NUMBER:
  
  3.
  REPORT QUARTER:Company Name:
  
  
  
  
  This report
  reflects the utilization of Minority Business Enterprise/ Woman Business
  Enterprise/Disabled Veterans Enterprise participation for periodAddress:City, State, Zip:
  
  Proprietary
and ConfidentialThis Agreement and information contained therein is
not for use or disclosure outsideof AT&T,itsAffiliates,and third party representatives,
and Supplier except under written agreement by the contractingParties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.   55


Contact
  Name:
  
  
  (If available)Title:
  
  
  
  
  (Please indicate dates)E-mail:Date:Telephone:Signature:
  PARTICIPATION GOAL
  
  PARTICIPATION ACHIEVEMENT4.
  
  
  5.
  Actual for QuarterMBE
  WBEAnnual GoalPercent
  of Total
  Sales
  MBE
  WBE
  DVBE
  
  Dollars
  paid by Prime Supplier to SubcontractorsTotal
  Dollars Paid to Prime Supplier by AT&T%
  of total AT&T $ Paid by Prime Supplier to Subcontractors
  #DIV/0!
  #DIV/0!
  AT&T
- SUBCONTRACTING RESULTS  6.
  M/WBE-DVBE SUBCONTRACTOR(S)
  
  Ethnic/Gender:Name:Address:.City, State, Zip:
  
  
  
  Certifying Agency:Telephone:
  
  
  select from the drop down
  menu to see a the list of AT&T recognized agenciesGoods or Services:If other please specify:
  To
add additional subcontractors, copy the entire light gray area and paste
directly below this line.  Proprietary
and ConfidentialThis Agreement and
information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and
third party representatives, and Supplier except under written agreement by the contracting Parties.  56


Appendix J - Order/Statement of Services  Order/Statement of Services  Any
repair to AT&Ts Fleet Vehicles that results in costs greater than [*****] must
have a Order generated prior to repair work being performed. The following
sequence of events MUST transpire to generate a Order and provide prompt
payment to Supplier, for Services performed under this Agreement:  1.Fleet Central
will notify Supplier of the need for a vehicle repair and provide Supplier with
a Order Number at the same time. Notification may be in writing, orally,
electronically (e-mail), facsimile or by granting AT&T access to Suppliers
Internet site. AT&Ts Authorized Driver may also contact Supplier of the
need for a vehicle repair or bring the vehicle directly into Suppliers shop.
If the Authorized Drive has not already contacted Fleet Central to open aOrder,
it is Suppliers responsibility to do so before initiating work.  2.Supplier will
be asked by Fleet Central to provide an accurate estimate of the needed repairs
and expected costs after assessing the vehicle. When providing this
information, Supplier MUST itemize and separate all costs between parts, labor
and Task Code. Suppliers estimate may be approved at that time by Fleet
Central or AT&Ts Zone Manager may notify Supplier of approval. Fleet
Central will require Supplier to provide a completion date.  3.If additional
work is identified while Supplier is in the process of repairing the vehicle,
Supplier must contact Fleet Central to update the approved estimate. No
additional work is to be performed without obtaining approval.  4.Overtime shall
not be invoiced unless it is authorized in advance by AT&Ts Zone Manager.
In addition, the Zone Manager must authorize in advance, any expenses not
covered in this Agreement. All rates changes must be made by a written
Amendment to the Agreement.  5.When ALL work
is completed, Supplier is required to close the applicable Order by notifying
Fleet Central of the completion, including providing detailed information regarding
parts andlabor charges for each task performed. It is
Suppliers responsibility to have this information itemized for Fleet Central
in order to expedite the bill payment process.  6.Supplier is
required to forward paper invoices for documentation and backup purposes to:  [*****]  7.AT&T
reserves the right before making any payment, to require proofs that all
parties furnishing labor and/or materials in connection with the Services have
been paid.  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  
 *****    Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.  57


8.Any repair to
AT&Ts Fleet Vehicles that costs less than [*****], or Miscellaneous
non-vehicle related charges, or repair work that is considered authorized at
the time Supplier receives a Schedule of Services Requested, (e.g., car washes
and preventive maintenance requests), must be invoiced by Supplier according to
the procedures described in this section.  a.Each separate
job when complete shall be confirmed by a separate invoice that shows the
invoice number, invoice date, odometer reading, vehicle number, Task Code if
applicable, itemized list of work performed, and the charges of labor and parts
at the rates provided in the effective Appendix B. b.Supplier shall
submit an itemized statement showing each invoice date and number according to
pre-established billing dates. c.Overtime shall
not be invoiced unless it is authorized in advance by AT&Ts Zone Manager.
In addition, Zone Manager must authorize in advance, any expenses not covered
in Appendix B. All rate changes must be made by a written Amendment to the
Agreement.  9.AT&T
reserves the right before making any payment, to require proofs that all
parties furnishing labor and/or materials in connection with the Services have
been paid.  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  
 *****Confidential
portions of this document have been redacted and filed separately with the
Securities and Exchange Commission.  58


Appendix
O - Task Codes  00
  
  MISCELLANEOUS REPAIR GROUP
  
  REPAIR
  GROUP001-100
  
  PARTS PURCHASETASK GENERIC FOR AUTOMATED PROCESSING
  ONLY
  
  REPAIR TASK002-100
  
  FUEL
  
  REPAIR TASK005-100
  
  LICENSE
  
  REPAIR TASK009-100
  
  TASK CODE FOR VEHICLE RENTAL CHARGESPB ONLY AS OF
  8-2-99
  
  REPAIR TASK  REPAIR01
  
  FRONT AXLE REPAIR GROUP
  
  GROUP010-100
  
  DIAGNOSTICS - FRONT AXLE
  
  REPAIR TASK011-100
  
  ALIGNMENT - ALL TYPES
  
  REPAIR TASK011-201
  
  WHEELS/HUBCAPS- ALL TYPES R/R/R
  
  REPAIR TASK012-100
  
  AXLES NON-DRIVE
  
  REPAIR TASK012-101
  
  COIL SPRING SYSTEM R/R/R
  
  REPAIR TASK012-102
  
  LEAF SPRING SYSTEM R/R/R
  
  REPAIR TASK012-110
  
  HUB ASSY BRNG/SEAL&REPK R/R/R
  
  REPAIR TASK012-200
  
  FRONT DIFFERENTIAL SYSTEM R/R/R
  
  REPAIR TASK013-101
  
  TORSION/STABILIZER/SWAY BAR R/R/R
  
  REPAIR TASK013-102
  
  KING PIN/BALL JOINTS R/R/R
  
  REPAIR TASK013-103
  
  TIE RODS/DRAG LINKS/IDLER/RADIUS/PITMAN ARMS R/R/R AND LUBE
  
  REPAIR TASK013-104
  
  SHOCKS/STRUTS R/R/R
  
  REPAIR TASK014-100
  
  MANUAL STEERING SYSTEM R/R/R
  
  REPAIR TASK  Proprietary and Confidential This Agreement and
information contained therein is not for use or disclosure outside of AT&T,
its Affiliates, and third party representatives, and Supplier except under
written agreement by the contracting Parties.  59


015-100
  
  POWER STEERING SYSTEM R/R/R
  
  REPAIR TASK015-200
  
  STEERING WHEEL/COLUMN R/R/R
  
  REPAIR TASK  REPAIR02
  
  REAR AXLE REPAIR GROUP
  
  GROUP020-100
  
  DIAGNOSTICS - REAR AXLE
  
  REPAIR TASK021-100
  
  REAR SUSPENSION SYSTEM R/R/R
  
  REPAIR TASK021-101
  
  AXLES R/R/R
  
  REPAIR TASK021-102
  
  HUB ASSY BRNG/SEAL&REPK R/R/R
  
  REPAIR TASK021-106
  
  WHEELS/HUB CAPS- ALL TYPES R/R/R
  
  REPAIR TASK022-100
  
  REAR DIFFERENTIAL SYSTEM R/R/R
  
  REPAIR TASK023-101
  
  COIL SPRINGS R/R/R
  
  REPAIR TASK023-102
  
  LEAF SPRINGS R/R/R
  
  REPAIR TASK023-104
  
  TORSION/STABILIZER/SWAY BAR R/R/R
  
  REPAIR TASK023-200
  
  SHOCKS/STRUTS R/R/R
  
  REPAIR TASK  REPAIR03
  
  BRAKES REPAIR GROUP
  
  GROUP030-100
  
  DIAGNOSTICS - BRAKES
  
  REPAIR TASK031-100
  
  BRAKE JOB/FRONT
  
  REPAIR TASK031-200
  
  BRAKE JOB/REAR
  
  REPAIR TASK031-300
  
  BRAKES ADJUST
  
  REPAIR TASK032-100
  
  ROTORS R/R/R TURN INCLUDED
  
  REPAIR TASK  Proprietary and Confidential This Agreement and information contained therein is not for use or
disclosure outside of AT&T,itsAffiliates, and
third party representatives, and Supplier except under written agreement by thecontracting Parties.  60


032-101
  
  DRUMS
  R/R/R TURN INCLUDED
  
  REPAIR TASK033-100
  
  PARKING
  BRAKE SYSTEM
  
  REPAIR TASK034-100
  
  HYDRAULIC
  SYSTEMS-CALIPERS/WHEEL CYLS/HOSES/LINES/BOOSTERS
  
  REPAIR TASK035-100
  
  AIR
  BRAKE SYSTEMS
  
  REPAIR TASK036-100
  
  ANTI-LOC
  BRAKE SYSTEMS-CONTROL MODULE INCLUDED
  
  REPAIR TASK  REPAIR04
  
  DRIVE LINE REPAIR GROUP
  
  GROUP040-100
  
  DIAGNOSTICS
  - DRIVE LINE
  
  REPAIR TASK041-100
  
  CLUTCH
  SYSTEM R/R/R-PILOT/TOB/CLUTCH FORK/FLYWHEEL/RINGGEAR
  
  REPAIR TASK041-110
  
  CLUTCH
  ADJUST
  
  REPAIR TASK042-100
  
  MANUAL
  TRANSMISSION SYSTEM
  
  REPAIR TASK043-100
  
  AUTOMATIC
  TRANSMISSION SYSTEM-TORQUE CONVERTOR/RING GEAR
  
  REPAIR TASK044-100
  
  DRIVE
  SHAFT SYSTEM R/R/R-CARRIER BEARING
  
  REPAIR TASK044-101
  
  U-JOINTS
  
  REPAIR TASK044-102
  
  CV
  JOINTS-BOOTS
  
  REPAIR TASK045-100
  
  TRANSFER
  CASE SYSTEM
  
  REPAIR TASK  REPAIR05
  
  ELECTRICAL REPAIR GROUP VEHICLE ONLY
  
  GROUP050-100
  
  ELECTRICAL SYSTEM DIAGNOSE
  
  REPAIR TASK051-101
  
  LIGHTS
  FRONT
  
  REPAIR TASK051-102
  
  LIGHTS
  REAR
  
  REPAIR TASK051-103
  
  LIGHTS
  OTHER
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  61


051-200
  
  SPEEDOMETER
  SYSTEM
  
  REPAIR TASK051-300
  
  ACCESSORIES-RADIOS/ALARMS
  R/R/R
  
  REPAIR TASK051-401
  
  GAUGES/INSTRUMENTS R/R/R
  
  REPAIR TASK051-500
  
  HEADLIGHT
  SWITCH
  
  REPAIR TASK051-501
  
  BREAK
  LIGHT SWITCH
  
  REPAIR TASK051-502
  
  IGNITION
  SWITCH
  
  REPAIR TASK051-503
  
  TURN
  SIGNAL SWITCH
  
  REPAIR TASK051-504
  
  OTHER
  INTERIOR SWITCHES
  
  REPAIR TASK052-100
  
  WIRING
  SYSTEM D/R/R
  
  REPAIR TASK053-100
  
  STARTER
  SYSTEM R/R/R
  
  REPAIR TASK054-100
  
  ALTERNATOR
  SYSTEM R/R/R
  
  REPAIR TASK055-100
  
  BATTERY
  REPLACE
  
  REPAIR TASK055-101
  
  BATTERY
  SERVICE
  
  REPAIR TASK  REPAIR06
  
  ENGINE REPAIR GROUP
  
  GROUP060-100
  
  DIAGNOSTICS
  - ENGINE
  
  REPAIR TASK061-100
  
  IGNITION
  SYSTEM D/R/R-COILS/DISTRIBUTER
  
  REPAIR TASK061-101
  
  IGNITION
  SYSTEM TUNE UP 4 CYLINDER
  
  REPAIR TASK061-102
  
  IGNITION
  SYSTEM TUNE UP 6 CYLINDER
  
  REPAIR TASK061-103
  
  IGNITION
  SYSTEM TUNE UP 8 CYLINDER
  
  REPAIR TASK061-200
  
  COMPUTER
  SYSTEMS R/R/R
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by the contracting
Parties.  62


062-100
  
  COOLING SYSTEM R/R/R-TEMP SENDING UNITS
  
  REPAIR TASK062-110
  
  BELTS R/R/R
  
  REPAIR TASK062-120
  
  HOSES R/R/R
  
  REPAIR TASK062-130
  
  WATER PUMPS R/R/R
  
  REPAIR TASK062-140
  
  RADIATORS R/R/R
  
  REPAIR TASK063-100
  
  ENGINE SYSTEMS/MINOR-MOTOR MOUNTS ETC.
  
  REPAIR TASK063-110
  
  OIL LEAKS REPAIR-V/C GASKETS/O-RINGS
  
  REPAIR TASK064-100
  
  ENGINE SYSTEMS/MAJOR-TIMING CHAINS/BELTS/VALVE JOBS
  
  REPAIR TASK065-100
  
  ENGINES R/R/R-REPLACEMENTS
  
  REPAIR TASK066-100
  
  LUBE NON PM RELATED
  
  REPAIR TASK066-200
  
  LUBE R/R/R-OIL FILTER
  
  REPAIR TASK  REPAIR07
  
  FUEL/EXHAUST REPAIR GROUP
  
  GROUP070-100
  
  DIAGNOSTICS - FUEL/EXHAUST
  
  REPAIR TASK071-100
  
  FUEL SYSTEM/CARBURETOR/ACCELERATOR
  
  REPAIR TASK071-200
  
  FUEL SYSTEM/INJECTION/ACCELERATOR/THROTTLE BODY/INJECTORS
  
  REPAIR TASK071-300
  
  INTAKE SYSTEMS R/R/R-AIRCLEANER/FILTER
  
  REPAIR TASK072-100
  
  FUEL TANK SYSTEM R/R/R-GAS CAPS/SENDING UNITS
  
  REPAIR TASK072-110
  
  FUEL FILTERS
  
  REPAIR TASK072-200
  
  FUEL PUMP SYSTEM R/R/R
  
  REPAIR TASK073-100
  
  EXHAUST SYSTEM R/R/R
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement and information contained therein is not for use or
disclosure outside of AT&T, its Affiliates, and third party
representatives, and Supplier except under written agreement by thecontracting
Parties.  63


074-100
  
  EMISSION
  SYSTEM R/R/R-TPS/VACUUM HOSES/CAT CONV/EGR/SENSORS
  
  REPAIR TASK  REPAIR08
  
  BODY AND INTERIOR REPAIR GROUP
  
  GROUP080-100
  
  DIAGNOSTICS - BODY/INTERIOR
  
  REPAIR TASK081-100
  
  BODY
  SYSTEM/INTERIOR RELATED ITEMS-REARVIEW MIRROR/HANDLES
  
  REPAIR TASK081-111
  
  SPECIAL
  PROJECT CODE FOR IMPORTS (FIELD DO NOT USE)
  
  REPAIR TASK081-200
  
  BODY
  SYSTEM/EXTERIOR RELATED ITEMS-WIPER BLADES/MIRRORS ETC.
  
  REPAIR TASK081-300
  
  GLASS
  REPLACEMENT
  
  REPAIR TASK081-310
  
  GLASS
  REPAIR
  
  REPAIR TASK081-400
  
  BODY
  REPAIRS NON-ACCIDENT I.E. CORROSION-RUST REPAIR/PAINT
  
  REPAIR TASK081-410
  
  BODY
  REPAIRS ACCIDENT
  
  REPAIR TASK081-420
  
  BODY
  REPAIRS VANDALISM
  
  REPAIR TASK081-430
  
  BODY
  REPAIRS NATURAL DISASTER
  
  REPAIR TASK082-100
  
  FRAME
  SYSTEM R/R/R
  
  REPAIR TASK084-100
  
  AIR
  CONDITION SYSTEM R/R/R
  
  REPAIR TASK084-200
  
  HEATER
  SYSTEM R/R/R
  
  REPAIR TASK085-100
  
  TOWING
  SYSTEMS-TRAILER HITCH/PINTLE HOOK
  
  REPAIR TASK085-200
  
  UTILITY
  BODY REPAIRS NON-ACCIDENT
  
  REPAIR TASK086-100
  
  WASH/APPEARANCE
  NON-USER REQUEST
  
  REPAIR TASK087-100
  
  SALVAGE
  ACTIVITIES/READY FOR AUCTION
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  64


09
  
  ASSOCIATED EQUIPMENT REPAIR
  GROUP-I.E. BUCKET
  TRUCKS/DIGGERS
  
  REPAIR
  GROUPSERIES: 22,30,42,60,70,80090-100
  
  DIAGNOSTICS - ASSOCIATED EQUI
  
  REPAIR TASK091-100
  
  ASSOCIATED EQUIPMENT/MECHANICAL SYSTEMS
  
  REPAIR TASK092-100
  
  ASSOCIATED EQUIPMENT/ELECTRICAL SYSTEMS
  
  REPAIR TASK093-100
  
  ASSOCIATED EQUIPMENT/HYDRAULIC SYSTEMS
  
  REPAIR TASK093-101
  
  HYDRAULIC VALVES R/R/R
  
  REPAIR TASK093-102
  
  HYDRAULIC PUMPS R/R/R
  
  REPAIR TASK093-103
  
  HYDRAULIC CYLINDERS R/R/R
  
  REPAIR TASK093-104
  
  HYDRAULIC HOSES R/R/R
  
  REPAIR TASK094-100
  
  ASSOCIATED EQUIPMENT/BODY SYSTEMS
  
  REPAIR TASK094-200
  
  PTO SYSTEMS R/R/R-POWER DRIVE
  
  REPAIR TASK095-100
  
  AE POWER SYSTEMS/GENERATORSI.E.ONANS
  
  REPAIR TASK095-110
  
  AE POWER SYSTEMS/INVERTORS
  
  REPAIR TASK  10
  
  TIRE GROUP
  
  REPAIR
  GROUP100-100
  
  100-100 TIRE PUCHASE ONLY
  
  REPAIR TASK100-110
  
  TIRE SERVICE/FLAT REPAIR - POSITION UNKNOWN
  
  REPAIR TASK100-111
  
  TIRE SERVICE/FLAT REPAIR -LEFT FRONT TIRE
  
  REPAIR TASK100-112
  
  TIRE SERVICE/FLAT REPAIR -RIGHT FRONT TIRE
  
  REPAIR TASK100-113
  
  TIRE SERVICE/FLAT REPAIR -LEFT REAR TIRE
  
  REPAIR TASK100-114
  
  TIRE SERVICE/FLAT REPAIR -RIGHT REAR TIRE
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  65


100-200
  
  100-200 MOUNT/BALANCE/CHAINS/ROTATE - POSITION UNKNOWN
  
  REPAIR TASK100-201
  
  MOUNT/BALANCE/CHAINS/ROTATE - LEFT FRONT TIRE
  
  REPAIR TASK100-202
  
  MOUNT/BALANCE/CHAINS/ROTATE - RIGHT FRONT TIRE
  
  REPAIR TASK100-203
  
  MOUNT/BALANCE/CHAINS/ROTATE - LEFT REAR TIRE
  
  REPAIR TASK100-204
  
  MOUNT/BALANCE/CHAINS/ROTATE - RIGHT REAR TIRE
  
  REPAIR TASK101-100
  
  DIAGNOSTICS - TIRES
  
  REPAIR TASK  16
  
  TOWING GROUP
  
  REPAIR
  GROUP160-100
  
  TOWING/BREAKDOWN
  
  REPAIR TASK160-200
  
  ROAD SERVICE/BREAKDOWN/JUMP STARTS
  
  REPAIR TASK160-300
  
  VEHICLE DELIVERY/TRAVEL TIME TO/FROM
  REPAIR ACTIVITY
  
  REPAIR TASKREMEMBER!! YOU MUST HAVE ALL 2XX-XXX
  TASK CODES ON SEPARATEWORK ORDERS. THEY CAN NOT BE COMBINED
  WITH REGULAR TASK CODES  20
  
  USER EQUIPMENT REPAIR GROUP (AUXILIARY)-
  TRAILERS/GENERATORS
  
  REPAIR
  GROUPSERIES:
  10,11,12,13,20,21,40,49,82,90,91,92,93, AND TRAILERS SERIES:51,52,53,55,56200-010
  
  TRAILER FRONT AXLE
  
  REPAIR TASK200-020
  
  TRAILER REAR AXLE
  
  REPAIR TASK200-030
  
  TRAILER BRAKES REPAIR GROUP
  
  REPAIR TASK200-040
  
  TRAILER DRIVE LINE REPAIR GROUP
  
  REPAIR TASK200-050
  
  TRAILER ELECTRICAL REPAIR GROUP
  
  REPAIR TASK  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  66


200-051
  
  TRAILER
  LIGHTS
  
  REPAIR TASK200-060
  
  TRAILER
  ENGINE REPAIR GROUP
  
  REPAIR TASK200-070
  
  TRAILER
  FUEL/EXHAUST REPAIR GROUP
  
  REPAIR TASK200-080
  
  TRAILER
  BODY REPAIR GROUP
  
  REPAIR TASK200-090
  
  TRAILER
  SPECIAL EQUIPMENT
  
  REPAIR TASK200-100
  
  TRAILER
  TIRES
  
  REPAIR TASK200-160
  
  TRAILER
  MOVEMENT
  
  REPAIR TASK200-200
  
  FORKLIFT
  REPAIRS
  
  REPAIR TASK200-300
  
  USER
  TOOL REPAIRS
  
  REPAIR TASK200-400
  
  GENERATOR
  MOVEMENT FROM TRUCK TO TRUCK
  
  REPAIR TASK200-410
  
  TRUCK
  MOUNTED GENERATOR R/R/R-GFINON-TOWER
  
  REPAIR TASK200-420
  
  TRUCK
  MOUNTED INVERTOR R/R/R-GFINON-TOWER
  
  REPAIR TASK200-500
  
  SPECIAL
  EQUIPMENT
  
  REPAIR TASK201-100
  
  DIAGNOSTICS - AUXILIARY EQUIP
  
  REPAIR TASK  21
  
  NON-SPEC MODS/ADDS/CBTS - COMPLETE LIST ON FLEET WEB
  SITE
  
  REPAIR
  GROUP210-100
  
  NON-SPEC
  MODIFICATIONS/ADDITIONSUSERKEYS
  
  REPAIR TASKPURCHASE ONLYOF POST-DELIVERY
  
  ACCESSORIES/MODIFICATIONSACCIDENTS
  - ADJUSTER EXPENSESALARMSBED
  LINERSBOXES
  - SPECIAL TYPES  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  67


BUG SHIELDSBUMPERS, NON-STANDARDCELLULAR PHONESCOMPUTERSCONE HOLDERSCONSOLE MOUNTS FOR DATA STAR EQUIPMENTCONSOLESDASH FANSDETAILINGDRY RUNS - PICK UP WHEN VEHICLE NOT THEREEQUIPMENT MOVED FROM ONE VEH TO ANOTHER - CLIENT
  INTIATEDFIRE EXTINGUISHERSFLOORMATSGAS - TRIP CHARGE FOR RUNNING OUTGAS CAPS REPLACED DUE TO LOSSJUMPER CABLESKEYS - EXTRA SETLADDER RACKSLIGHT BOARDSMIRRORSMOVEMENT OF VEHICLE - CLIENT INITIATEDOUTLET - 12-VOLT - ADDITIONALRADIOS OR CB RADIOSRAIN GUARDS OR RAIN GUTTERSREEL LOADERSRUNNING BOARDSSALVAGE BASKETSSEAT CUSHIONSSPOTLIGHTS - NEWSTEPSSTEREOSSTORAGE CONTAINERS/COMPARTMENTSSTROBELIGHTS - NEWTIE DOWNSTIRE CHAINS OR STUDDED TIRESTOLLBOXESTONEAU COVERSVENT VISORSWINCH OUTS - Stuck in mud, snow, etc  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  68


WINCHES
  - FRONT BUMPER  22
  
  USER SYSTEMS CBTS
  
  REPAIR
  GROUP221-100
  
  GPS
  BATTERY ISSUES:
  
  REPAIR TASKExample:
  battery dead because of GPS...Vehicle wont start because of GPS... wiring
  problems due to GPS...221-200
  
  IFD
  NEW INSTALL/ DEINSTALL/REINSTALL
  
  REPAIR TASK221-300
  
  IFD
  REPAIRS
  
  REPAIR TASKPM AND INSPECTION CODESA
  
  LUBE
  OIL FILTER (LOF)
  
  PM SERVICEB
  
  PM
  SERVICE MINOR
  
  PM SERVICEC
  
  PM
  SERVICE MAJOR
  
  PM SERVICEF
  
  TRANSMISSION
  SERVICE
  
  INSPECTIONG
  
  COOLING
  SYSTEM SERVICE
  
  INSPECTIONI
  
  MISC.
  INSPECTIONS THAT DO NOT MEET PM CRITERIA
  
  INSPECTIONJ
  
  PM
  SERVICE ASSOCIATED EQUIPMENT MONTHLY
  
  INSPECTIONK
  
  PM
  SERVICE ASSOCIATED EQUIPMENT QUARTERLY- SERIES;22,30,42,60,70, 80,/AERIAL/DIGGER/WINCH/DERRICK/HYDRAULICS
  
  INSPECTIONL
  
  PM
  SERVICE ASSOCIATED EQUIPMENT SEMI-ANNUAL- SERIES:22,30,42,60,70, 80,-AERIAL/DIGGER/WINCH/DERRICK/HYDRAULICS
  
  INSPECTIONM
  
  PM
  SERVICE ASSOCIATED EQUIPMENT ANNUAL- SERIES:22,30,42,60,70,80 AERIAL/DIGGER/WINCH/DERRICK/HYDRAULICS
  
  INSPECTIONN
  
  PM
  SERVICE AUXILIARY ENGINE - NON-TOWER UNITS I.E. VANS/PU-SERIES:
  10,11,12,13,20,21,40,49,82,90,91,92,93,ie VANS/PU
  
  INSPECTIONO
  
  PM
  SERVICE TRAILERS SERIES: 52,56
  
  PM SERVICEP
  
  PM
  SERVICE SPECIAL EQUIPMENT SERIES: 51,53,55,
  
  PM SERVICEQ
  
  PM
  SERVICE AUXILIARY ENGINE- TOWER UNITS ONLY
  
  INSPECTIONV
  
  VOITH
  RETARDER/TRANS/ENGINE BRAKE INSPECTION
  
  INSPECTIONW
  
  CRANE/ANSI
  CERTIFICATION
  
  INSPECTIONX
  
  B.I.T/DOT
  INSPECTION
  
  INSPECTIONY
  
  STATE
  SAFETY/LICENSE INSPECTION
  
  INSPECTION  Proprietary
and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  69


Z
  
  STATE
  EMISSION INSPECTION
  
  INSPECTION  Proprietary and ConfidentialThis Agreement
and information contained therein is not for use or disclosure outside of
AT&T, its Affiliates, and third party representatives, and Supplier except
under written agreement by the contracting Parties.  70