DEL SOL RETAILER TERMS AND CONDITIONS

Retailer wishes to purchase the
Products from Del Sol and resell the Products to End Users, and Del Sol
wishes to sell the Products to Retailer and appoint Retailer as a non-exclusive
reseller, in each case, under the terms and conditions of this Agreement.

1.      
Non-Exclusive Appointment. Del Sol hereby appoints Retailer, and Retailer accepts
the appointment, to act as a non-exclusive reseller of Products to End Users at
the Locations during the Term (as defined below) and the Post-Term Sale Period
(as defined below) solely in accordance with the terms and conditions of this
Agreement.

2.      
Retailer Obligations. Retailer shall:

a.      
maintain accurate and up-to-date
company information and disclose all retail locations that carry Del Sol
throughout the term of your reseller relationship with Del Sol. Reseller may
only sell to their end consumers. Qualifying retail locations can only be one
of the following: your physical brick and mortar store(s), your
commerce-enabled website(s) as listed and approved by Del Sol, or any
temporary storefronts (events, trade shows, pop up stores, etc.) as approved by
Del Sol.

b.      
not sell or offer to sell any of the
Products on the Internet or through any other means or at any other location
other than the Locations without the prior written approval of Del Sol;

c.      
observe all reasonable directions and
instructions given to it by Del Sol in relation to the Products;

d.      
promptly notify Del Sol of and address
and investigate any complaint or adverse claim about any Product or its use of
which Retailer becomes aware;

e.      
maintain true and accurate records of
all Products in its possession and provide representatives of Del Sol access
to such records during normal business hours to review and make copies;

f.       
at all times comply with all Laws;

g.      
not make any representations,
warranties, guarantees, indemnities, similar claims, or other commitments (i)
actually or ostensibly on behalf of Del Sol or (ii) to any End User regarding
the Products that are additional to or inconsistent with the terms and
conditions in this Agreement or any documentation provided by Del Sol to
Retailer;

h.      
not engage in any unfair, competitive,
misleading, or deceptive practices respecting Del Sol, Del Sol’s Trademarks,
or the Products;

i.        
not sell or offer to sell any of the
Products or other Del Sol-branded products, other than the Products purchased
by Retailer from Del Sol or from a distributor authorized by Del Sol to sell
the same to Retailer;

j.        
not service, repair, modify, alter,
replace, reverse engineer or otherwise change any of the Products;

k.      
not advertise, market, display or
demonstrate non-Del Sol products together with Del Sol products in a manner
that would create the impression that the non-Del Sol products are made by,
endorsed by or associated with Del Sol.

l.        
not use Del Sol’s proprietary
Sunstation displays to advertise, market, display or demonstrate non-Del Sol
Products.

m.    
not sell or offer to sell any Product
at a price below the price for such Product then set forth at www.DelSol.com without the prior written approval of Del Sol.

3.      
MAP Policy. RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO
SELL OR SELL ANY PRODUCT ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION
SERVICE (E.G., EBAY, AMAZON MARKETPLACE OR LIKE WEBSITES), EXCEPT AS MAY BE
EXPRESSLY CONSENTED TO BY DEL SOL IN WRITING AND IN ADVANCE, AND IT BEING
UNDERSTOOD THAT DEL SOL MAY WITHDRAW ITS CONSENT AT ANY TIME. Del Sol is
focused on maintaining high margins for our Authorized Resellers network.
 In recognition of the investment in time and resources required for our
high-quality Authorized Resellers to provide the level of customer service and
product knowledge expected from our customers, Del Sol is committed to
enforcing policies which allow our resellers to maintain high profit margins
through the sale of our products.  Del Sol has an established Minimum
Advertised Price (MAP) Policy that an Authorized Reseller must follow for the
advertising and marketing of Del Sol products. All Del Sol Authorized
Resellers must agree to the terms and conditions of the following MAP Policy.

a.      
Del Sol’s MAP Policy Guidelines. MAP pricing for all Del Sol products can be found on
your current price list. All advertised prices must be at or above MAP for all
Del Sol products if a MAP price has been established by Del Sol. Resellers
are not required to list prices in advertising.  If a price is listed in
an advertisement it must be at or above MAP. Other statements such as “call for
price” or “call for quote” are acceptable and permitted. Resellers are also
responsible for ensuring their Del Sol Mount pricing is at or above MAP on
internet search engines. Resellers are free to set the actual resale price of
any product as long as it is at or above MAP price given the most recent
publication of the price list. Del Sol’s MAP policy for all Del Sol products
apply to advertising placements, including but not limited to: print ads
(inserts, magazines, newspapers, catalogs, mail order catalogs, etc.),
broadcast (radio and TV), direct mail, faxes, internet placement with third
parties (banner ads, broadcast emails, destination pages, third-party sites),
internet placements on resellers own website, and any flyers, posters or
coupons. From time to time, Del Sol may permit resellers to advertise MAP
Products at prices lower than the MAP price. In such events, Del Sol reserves
the right to modify or suspend the MAP price with respect to the affected products
for a specified period of time by providing advance notice to all resellers of
such changes.

b.      
Pricing Statements. Del Sol’s MAP Policy does allow resellers to omit
pricing entirely from advertisements and/or advertisement statements such as
“Call for Price” or “Call for Quote.”

c.      
Free Offers Associated with Del Sol
Product. Free shipping and/or handling, 0%
sales tax, or free financing promotions do not violate the MAP.

d.      
All Del Sol Products Price Matching
Policies. Price matching policies are
acceptable.  Price matching cannot be used as a valid reason for
violations of Del Sol’s MAP Policy. Advertised price must always be at MAP or
higher.

e.      
Failure to Comply with the MAP
Policy. At the sole discretion of
Del Sol, failure to comply with MAP, intentional and/or repeated failure to
abide, may result in the immediate loss of Authorized Reseller status and your
ability to purchase all Del Sol products both direct as well as through
distribution. 

f.       
Del Sol will utilize the following
steps to resolve MAP violations:

                                                              
i.     
Any and all dealers selling Del Sol
products which have not signed a Del Sol MAP Policy as included in the
Del Sol Retail Terms and Conditions agreement are classified as Unauthorized
Resellers.

                                                            
ii.     
Distributors of Del Sol are required
to provide a signed Del Sol Retail Terms and Conditions, inclusive of the
Del Sol MAP agreement, from any dealer selling Del Sol products. Unauthorized
dealers should not be sold to or provided a feed from any distributor
whatsoever.

g.      
Violations. Violations from Authorized Resellers will need to be
corrected within 24 hours of notification.

                                                              
i.     
First Violation:  Authorized
Reseller’s account will be put on hold temporarily and a written warning will
be provided.  MAP violations must be corrected within 24 hours. Upon
correction and following 30 days of compliance, violation will then be cleared.

                                                            
ii.     
Second Violation:  Authorized
Reseller’s account will be put on hold for 30 days.

                                                          
iii.     
Third Violation:  Authorized
Reseller’s account will be put on hold for 180 days. After this duration,
Del Sol will review and determine if account is to be reinstated.  

                                                          
iv.     
Fourth Violation:  Should Del Sol
decide to reinstate an Authorized Reseller who has previously demonstrated a
third violation, yet violates a fourth time, the account will be unauthorized
indefinitely.

4.      
Term. The term of this Agreement commences on the Effective Date
and shall continue until terminated until either party provides written notice
of termination to the other party (the “Term”).  The termination of this
Agreement automatically operates as a cancellation of any deliveries of
Products to Retailer that are scheduled to be made after the effective date of
termination, whether or not any orders for the Products had been accepted by
Del Sol. Upon the termination of this Agreement, Retailer shall promptly (a)
cease to represent itself as Del Sol’s authorized reseller of the Products,
and shall otherwise desist from all conduct or representations that might lead
the public to believe that Retailer is authorized by Del Sol to sell the
Products; (b) return to Del Sol or destroy (as requested by Del Sol) all
documents and tangible materials (and any copies) containing, reflecting,
incorporating or based on Del Sol’s Confidential Information; (c) permanently
erase all of Del Sol’s Confidential Information from its computer systems.
Retailer may, in accordance with the applicable terms and conditions of this
Agreement, sell off its existing inventories of Products for a period of 60
days following the last day of the Term (the “Post-Term Sale Period”)

5.      
Purchase Order. Retailer shall order Products from Del Sol pursuant to
Purchase Orders delivered to Del Sol, and Del Sol shall accept or reject each
Purchase Order by notice to Retailer.  Del Sol shall not be bound by any
Purchase Order Terms (as defined below) until Del Sol has delivered notice to
Retailer of Del Sol’s acceptance. Retailer shall specify the following
information (collectively, the “Purchase Order Terms”) in each
Purchase Order: (a) a list of Products to be purchased;
(b) quantities ordered; (c) requested delivery date; and
(d) Delivery Location.  Del Sol may accept or reject any Purchase Order.
Del Sol may accept any Purchase Order by either confirming the order (whether
by written confirmation, invoice, or otherwise) or by delivering the Products. 
No Purchase Order is binding on Del Sol unless accepted by Del Sol as
provided in this Agreement.  Del Sol may, without liability or penalty, cancel
any Purchase Order placed by Retailer and accepted by Supplier, in whole or in
part, if Del Sol (i) discontinues its sale of Products or reduces or
allocates its inventory of Products, or (ii) determines that Retailer is in
breach of this Agreement.

6.      
Shipment; Delivery. Del Sol shall select the method of shipment of and the
carrier for the Products. Del Sol may, without liability or penalty, make
partial shipments of Products to Retailer. Del Sol shall use commercially
reasonable efforts to deliver all Products on or before the requested delivery
date, but any time quoted for delivery is an estimate only.

7.      
Confidential Information. Retailer shall not disclose Confidential Information to
third parties without Del Sol’s prior approval; however, Retailer may disclose
Confidential Information to its third party professional advisors that are
acting solely for Retailer or Retailer’s affiliates’ benefit and that have a
need to know such information in order to provide advice or services to
Retailer, provided that such advisors agree to not disclose the Confidential
Information to any third party without Del Sol’s prior consent.  If Retailer
is compelled to produce Confidential Information by Law, Retailer shall give
the Disclosing Party prompt notice of such legal process and shall reasonably
cooperate with the Disclosing Party in seeking a protective order or other
appropriate protection.  If a protective order or other appropriate protection
is not obtained, or if the Disclosing Party waives its right to seek a protective
order or other appropriate protection, Retailer shall (a) furnish only that
portion of the Confidential Information that, upon the advice of legal counsel,
it is legally required to disclose, and (b) exercise reasonable efforts to
obtain assurance that confidential treatment shall be afforded such
Confidential Information.

8.      
Product Warranty. Del Sol shall make certain limited warranties regarding
any Products that are manufactured by Del Sol (“Limited Warranties”) solely to
and for the End User’s benefit, which will either be (a) included in a written
warranty statement with the Product; or (b) Del Sol’s standard limited
warranty in force when the Product is delivered by Retailer to End User.  NO
WARRANTY IS EXTENDED TO RETAILER UNDER THIS AGREEMENT. RETAILER SHALL NOT
PROVIDE ANY WARRANTY REGARDING ANY PRODUCT OTHER THAN THE LIMITED WARRANTIES
AND ANY WARRANTIES ASSIGNED TO END USERS PURSUANT TO THIS SECTION 6.  OTHER
THAN THE LIMITED WARRANTIES, DEL SOL MAKES NO WARRANTIES HEREUNDER WITH
RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED; ALL WARRANTIES, INCLUDING THE
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE HEREBY
DISCLAIMED. AN END USER’S SOLE REMEDIES AND DEL SOL’S SOLE LIABILITY FOR ANY
BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS SHALL BE AS SET FORTH IN THE
LIMITED WARRANTIES OR THE MANUFACTURER’S WARRANTIES, AS APPLICABLE.

9.      
Product Returns.
No returns will be allowed unless authorized in advance in writing by Del Sol
and accompanied by a return merchandise authorization number (RMA) issued by
Del Sol. Shipments arriving at Del Sol without an RMA number will be refused
and returned to Retailer at Retailer’s cost. A material return authorization
number will be issued for defective materials, warranty credit, shipping errors
or repairs. Returns will not be accepted for any other reason. Del Sol does
not reimburse or give credit for return freight incurred by Retailer. All
returns from Retailer will be subject to a restocking fee equal to 15% of the
cost invoiced by Del Sol for the returned Product. All returns must be
completed within 90 days of purchase.

10.   Recalls. If Del Sol
or any governmental authority determines that any Products sold to Retailer are
defective and a recall campaign is necessary, (a) Retailer shall return the
defective Products to Del Sol or destroy such Products, as instructed by
Del Sol, and (b) if such defect is due to a breach of a Limited Warranty,
Del Sol shall, (i) at Del Sol’s option, either repair or replace, or credit
or refund Prices for, all such returned Products and (ii) reimburse Retailer
for reasonable and documented costs incurred by Retailer to return or destroy
the defective Products.  Retailer shall provide reasonable assistance to
Del Sol in such recall.

11.   Indemnity and Insurance. Retailer shall indemnify and save harmless Del Sol against and from all
costs, claims, damages, expenses, demands, causes of action and proceedings of
whatsoever nature arising from or contributed to by (i) any breach, act or
omission by the Vendor, its personnel or agents, which results in any liability
of Del Sol under any part of the Services performed under this Agreement or to
any third party; and (ii) any claim, damage, loss or expense due to or
resulting from any negligence or negligent breach of statutory duty on the part
of the Retailer, its personnel or agents.