SUB RENTAL TERMS & CONDITIONS

1. In the absence of a signed written agreement to the contrary and notwithstanding anything to the contrary set forth in the Customer''s forms or other documents submitted by Customers, this rental or sale is expressly conditioned on the following terms, and conditions and those contained on the front of this form and no others. Any division of Lightwave International, Inc. (LWI) rejects any other embodying contrary terms and conditions and, in such case, these terms and conditions shall constitute a counter-offer by LWI.

2. Unless otherwise indicated on the face hereof, payment terms are net (5) days. Any accounts not adhering to the payment terms will be subject to a service charge of the lesser of one and one-half percent (1-1/2%) per month on the unpaid balance or the highest rate allowed by law. If LWI commences an action to collect amounts due in this account, Buyer will indemnify and hold LWI harmless from all expenses incurred in connection therewith, including attorney's fees.

3. No portion of Rent will be credited against the purchase price.

4. The acceptance of any rent and other payment, or portion thereof, after a default by the Customer shall not constitute a waiver or LWI's right to enforce the payment of rent or other payments, or to terminate the agreement under which the rent of other payments were made and recover possession of its equipment. The failure of LWI to insist upon strict compliance with the terms and conditions of the agreement under which the payment is made, even after a breach of any provision or after default, shall not be construed as a waiver of any of LWIs rights under such

Agreement.

5. If a rental item is set forth on the reverse side hereof, the Customer may extend the term only with the written consent of LWI. The rental price during any extended term shall be equal to the per-term rate of the initial rental.  In the event that the Customer does not obtain pre-approval, the rental rate per period shall be 200% of the initial rate as liquidated damages.

6. All applicable federal, state or local sales, use or excise taxes are the responsibility of the Customer and shall be in addition to the price or prices stated on the front side of this document unless otherwise specifically stated. LWI may collect sales tax in jurisdictions in which it conducts business from time to time. LWI shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order for which tax exempt status is claimed.

7. The Customer, its employees, agents or representatives shall bear all risk relating to the uses or possession of the Equipment and any loss, damage or claim, whether property damage, bodily injury (including death), or contractual liability, shall be the sole responsibility of Customer.

8. LWI shall not be liable for delays caused by Customer''s failure to comply with this Agreement, war, strikes or any other cause whatsoever beyond the control of LWI. In the event of such delay, the time of delivery shall be extended for the same period that LWI was delayed by such occurrence.

9. Any notice or report required permitted hereunder shall be made in writing.

10. Customer agrees to carry a comprehensive broad form, general liability policy proving for combined bodily injury and property damage coverage in an amount not less than $2,000,000 and workers compensation insurance in statutory limits.  Customer shall also insure equipment under an all risk insurance policy in an amount not less than full replacement value of equipment. All insurance required under this section shall be at Customer's sole expense and shall contain an endorsement naming LWI, its parent, affiliates, subsidiaries and each of their members, managers, directors, employees and agents as Additional Insured and Loss Payee, as applicable. Evidence of this insurance must be received by LWI prior to the equipment being delivered.

11. Customer expressly agrees to indemnify, defend and hold harmless LWI, its parent, affiliates and subsidiaries, and each of their members, managers, officers, directors and employees from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of every kind and description (including reasonable attorney's fees or litigation expenses) which may be brought or made against or incurred by the Indemnified Persons on account of loss or damage to any property or for injuries to or death of any person, or for any reason, caused by, or arising out of, or contributed to, in whole or in part, by any alleged act or failure to act by Customer, its employees, agents and representatives.

12. IN NO EVENT SHALL LWI BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT.

13. LWI's MAXIMUM LIABILITY IN EVENT OF ITS BREACH IS LIMITED TO THE AMOUNT PAID TO LWI UNDER THIS AGREEMENT.

14. LWI makes no warranties of merchantability or fitness for a particular purpose. In the event any of the Equipment is defective, Customer's sole remedy shall be to notify LWI, which in its sole discretion will determine whether to replace the Equipment or repair it, in accordance with the manufacturer's standard warranty, if any.

15. All amounts payable hereunder shall be payable unconditionally without any deduction, counterclaim, set off, further notice or demand and shall be payable directly to LWI at the address set forth on the front of this Agreement or to such other party or at such other address as LWI may from time to time designate in writing.

16. This Agreement may only be modified in writing, duly signed by both parties in the Agreement.

17. If one or more provisions of this Agreement or the application of any provision to any party or circumstance is held to be invalid, unenforceable or illegal in any respect, the remained of the Agreement shall remain valid in full force and effect.

18. This agreement may be executed by facsimile signature and each party may fully rely upon facsimile execution. This Agreement shall be binding when executed and delivered on behalf of the Parties hereto; provided, however, that Customer shall be deemed to have signed this Agreement and accepted the terms and conditions contained herein if (a) Customer has received a copy thereof and (b) Customer accepts any Equipment or Services as set forth in this Agreement and/or an attached Exhibit.

19. This Agreement shall be governed by the laws of the State of Pennsylvania applicable to contracts made and wholly performed therein and venue and jurisdiction shall be vested exclusively in a court of competent jurisdiction sitting in Pennsylvania.