EUREKA GENOMICS
GENERAL TERMS AND CONDITIONS OF SALE

1. GOVERNANCE OF TERMS. The Terms and Conditions of Sale contained herein ("Terms") shall govern all orders for and purchases of the Services set forth on the Quotation by the buyer identified on the face hereof ("Buyer") from EUREKA GENOMICS Corporation ("EUREKA GENOMICS"). Any changes to the Terms shall have no effect unless they (a) are set forth in a writing dated after the date of the Quotation and (b) are signed by an authorized representative of EUREKA GENOMICS.

2. PRICE AND TERM OF QUOTATION. The price for any SERVICE shall be the price stated on the Quotation. Prices stated are exclusive of all taxes, fees, licenses, duties, or levies ("Taxes"). All Taxes related to Service shall be paid by Buyer (other than taxes assigned against EUREKA GENOMICS's net income) or in lieu thereof, Buyer shall provide a tax exemption certificate acceptable to the relevant taxing authorities. Taxes and other charges payable by Buyer may be billed as separate items on EUREKA GENOMICS's invoice. The Quotation is valid only for (a) the limited period of time set forth on the Quotation or, (b) if no such period is set forth, it is valid for 30 days from the date of transmittal of the Quotation to Buyer. Any Buyer communication dated after the foregoing period purporting to accept the Terms will be considered as an offer by Buyer to purchase the Service which offer is subject to acceptance by EUREKA GENOMICS at its home office. EUREKA GENOMICS reserves the right to reject any such offer. Notwithstanding anything in the Quotation to the contrary, EUREKA GENOMICS also reserves the right to withdraw the Quotation at any time prior to receipt by EUREKA GENOMICS of Buyer's full and unrestricted acceptance of all of the Terms.

3. PAYMENT TERMS; COLLECTION COSTS. Payment terms are net 30 days from the later in time of (a) the date of EUREKA GENOMICS's invoice to Buyer, or (b) receipt by Buyer of the Service referenced on such invoice. There are no allowances or deductions permitted from the invoiced price for early payment and none shall be taken. If EUREKA GENOMICS deems Buyer to have become uncreditworthy, EUREKA GENOMICS reserves the right to require alternative payment terms, including without limitation sight draft, letter of credit, or payment in advance. Payment for partial service shall be based on percentage of service completed. If payment is not received by the due date, EUREKA GENOMICS may assess and Buyer agrees to pay a late payment charge at the rate of 1% per month (12% per year) or the maximum legal rate, whichever is less, of the amount due. Buyer also agrees to and will pay, all costs of collection incurred by EUREKA GENOMICS including, without limitation, reasonable attorney fees and expenses.

4. CREDIT TERMS. EUREKA GENOMICS may, at any time and at its sole discretion by written notice to Buyer limit or cancel the credit of Buyer as to time and amount, suspend shipments, demand payment in cash before delivery of Final Report, and demand assurances of Buyer's performance. If within 30 days of such notice Buyer fails to agree and comply with the terms of payment demanded by EUREKA GENOMICS in such notice, or fails to give adequate assurances of performance, EUREKA GENOMICS may, without prejudice to any other right or remedy EUREKA GENOMICS will by notice to Buyer, treat such failure or refusal as a repudiation by Buyer of that portion of Buyer's order not then fully performed, whereupon EUREKA GENOMICS may cancel all further Services, and any amounts unpaid for non-cancelled Services shall immediately become due and payable.

5. CANCELLATION AND DEFERRAL. A BUYER PURCHASE ORDER IS NOT SUBJECT TO CANCELLATION BY BUYER.

6. WARRANTY. THERE ARE NO WARRANTIES UNDER THIS AGREEMENT RELATIVE TO THE SERVICES, EITHER EXPRESS OR IMPLIED, AND NONE SHALL BE CREATED, WHETHER UNDER THE UNIFORM COMMERCIAL CODE (OR LAWS OF SIMILAR IMPORT IN JURISDICTIONS OUTSIDE THE UNITED STATES) OR THE COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USEAGE IN THE INDUSTRY. ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED (EVEN IF EUREKA GENOMICS HAS BEEN EXPRESSLY INFORMED OF SUCH PARTICULAR PURPOSE). IN NO EVENT SHALL EUREKA GENOMICS BE LIABLE TO BUYER OR ANYONE CLAIMING THROUGH BUYER, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF EUREKA GENOMICS'S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS RELATING TO THE PERFORMANCE OF SERVICES WHETHER OR NOT EUREKA GENOMICS IS ADVISED OF THE POSSIBILTY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL, OR BUSINESS OR OTHER FINANCIAL LOSS.

Any description of Service recited in the Quotation or in any EUREKA GENOMICS literature or publications is for the sole purpose of identifying Service, and any such description is not part of any contract between EUREKA GENOMICS and Buyer and does not constitute a warranty that Service shall conform to that description. Any example or model used in connection with the Quotation is for illustrative purposes only, and is not part of any contract between EUREKA GENOMICS and Buyer, and does not constitute a warranty that Service will conform to the example or model. No affirmation of fact or promise made by EUREKA GENOMICS or its agents or representatives, whether or not in the Quotation shall constitute a warranty that Service will conform to such affirmation or promise. EUREKA GENOMICS assumes no obligation or liability for the advice given or the results obtained, all such advice being given and accepted at Buyer's sole risk.

7. FORCE MAJEURE. EUREKA GENOMICS shall not be liable for any delay or failure of performance, in whole or in part, including without limitation failure to deliver where such delay or failure arises out of or results from any cause beyond EUREKA GENOMICS's reasonable control, including, by way of example only and not limitation, flood, fire, explosion, weather, earthquake or other act of God, strike, riot, sabotage, terrorism, boycott, or other labor disputes, embargo, governmental law, rule or regulation, whether valid or invalid, national defense requirement, or an inability or delay in obtaining raw materials, labor or transportation under usual and customary terms or any similar or different contingency which would make performance commercially impractical. In the event of any such delay or failure of performance, EUREKA GENOMICS shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances; and EUREKA GENOMICS shall also have the right, to the extent necessary in EUREKA GENOMICS's reasonable judgment, to apportion its resources for completion of Services among its various customers, including those not then under contract, in such manner as EUREKA GENOMICS may consider equitable.

8. ENTIRE AGREEMENT. The Terms in the Quotation and herein, constitute the complete, exclusive and entire agreement between EUREKA GENOMICS and Buyer with respect to purchases of Services, and EUREKA GENOMICS's offer to sell the Services is expressly limited to such Terms. Any representation, warranty, promise or condition which does not form part of the Terms shall not be binding on either party. The Terms supersede and replace all prior or contemporaneous understandings or agreements, written or oral, and any of Buyer's additional or different terms or conditions, are hereby rejected and shall be void. Buyer's submission of a purchase order or other instrument regarding the purchase of Service in response to the Quotation or any other EUREKA GENOMICS document that includes or incorporates these Terms shall be deemed acceptance of these Terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument. Any terms in a Buyer purchase order which differ from or modify the Terms are hereby deemed to be material alterations and notice of objection is hereby given, notwithstanding anything contained to the contrary in such purchase order or other instrument or elsewhere.

9. CHOICE OF LAW. Any contract between EUREKA GENOMICS and buyer relating to Service, including these Terms, and any disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California.

10. MISCELLANEOUS. No subsequent waiver, alteration, modification or amendment of the Quotation or these Terms shall be binding unless in writing and signed by a duly authorized representative of both EUREKA GENOMICS and Buyer. EUREKA GENOMICS's failure to exercise any rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. Headings are included herein for convenience of reference only and shall not constitute a part of these Terms. If any provision of these Terms shall be held invalid or unenforceable by a court of competent jurisdiction for any reason, such effected provision shall (a) be deemed severable and not effect any other provision of the Terms and (b) be promptly renegotiated by the parties with the intent of determining valid and enforceable language which most closely resembles that rejected by such court to thereby preserve the intent of the parties. The rights and duties of Buyer under this Agreement are not assignable or transferable without the express written permission of EUREKA GENOMICS.