SUPPLY AGREEMENT

Supply Agreement

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DYNAMIC MATERIALS CORP | GENERAL ELECTRIC COMPANY | GE ENERGY BUSINESS,

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Title: SUPPLY AGREEMENT
Governing Law: New York Date: 12/5/2005
Industry: Misc. Fabricated Products Sector: Basic Materials

SUPPLY AGREEMENT

This SUPPLY AGREEMENT ("Agreement") is entered into as of the 29th day of

November 2005 ("Effective Date"), by and between GENERAL ELECTRIC COMPANY, a New

York corporation, through its GE ENERGY BUSINESS, having a principal place of

business at 4200 Wildwood Parkway, Atlanta, GA 30339 USA ("GEE) or "Buyer") and

Dynamic Materials Corporation, through its AMK Welding Division having a

principal place of business at 283 Sullivan Avenue, South Windsor, CT 06074

("Seller").

1. Buyer PURCHASES

Buyer or any of its "Affiliates" (defined below) may purchase any or all of the

goods ("Components") listed in Appendix 1 during the Term of this Agreement at

the prices agreed to in this Agreement. "Affiliate" with respect to Buyer means

any entity, including without limitation, any individual, corporation, company,

partnership, limited liability company or group, that directly, or indirectly

through one or more intermediaries, controls, is controlled by or is under

common control with Buyer. All purchases under this Agreement are subject to

issuance of firm purchase orders ("POs" or "Orders") by Buyer pursuant to the

terms specified in Appendix 3 (the " GEE Purchase Terms"), incorporated by

reference as Appendix 3, and any agreed updates, changes and modifications to

the same. All POs, acceptances and other writings or electronic communications

between the parties shall be governed by this Agreement. In case of conflict,

the following order of precedence will prevail: a) this Supply Agreement; b)

Supply Agreement Appendices; c) 7H and 9H LOIs (Letters of Intent), d)

individual POs; e) drawings, specifications and related documents specifically

incorporated herein by reference; and f) GE Supplier e-Sourcing Agreement, in

any language, US or foreign.

(a) Seller currently meets the established quality, technical and qualification

requirements for Components as set forth in Appendix 1. The parties acknowledge

that the quantities of Components identified on Appendix 1 are Buyer's current

estimate of its needs for Components during the time period specified and are

subject to adjustment at the discretion of Buyer based on its actual volume,

customer and business requirements.

(b) The purchase commitment for the term of the Agreement is further dependent

on the Seller's continuing ability to meet the established delivery, quality,

technical and qualification requirements. Buyer reserves the right to reduce the

purchase commitment without liability to Buyer upon schedule slip for: (i)

qualification or (ii) from any shipment/delivery dates on POs that are not

resolved to Buyer's satisfaction within thirty (30) days of Buyer providing

written notice of such schedule slip to Seller.

this Agreement the volume of Components equal to the market share of Components

specified in Appendix 1.

(d) Seller covenants and agrees to possess and maintain the necessary capacity,

machinery, personnel and resources to sell to Buyer at least the volume of

Components equal to the market share of Components specified in Appendix 1.

During the term of this Agreement, Seller shall not enter into any contracts

that interfere or disrupt the guaranteed capacity to Buyer.

(e) Buyer shall not have any obligations, or responsibility to make any

purchases or payments, as the case may be, pursuant to this Agreement in the

event and to the extent Seller is unable, unwilling or incapable of accepting,

performing or completing any PO from Buyer for Components, including, without

limitation, due to excused or unexcused performance by Seller under any PO

issued pursuant to this Agreement, default or other non-compliance by Seller of

its

<PAGE>

obligations under this Agreement provided that such non-performance by Seller is

not cured within thirty (30) days of Buyer providing written notice to Seller.

The purchase commitment for the term of this Agreement shall be reduced in an

amount commensurate with the circumstances described in the foregoing sentence.

(f) Except for Buyer's obligations pursuant to this Section 1, this Agreement

does not create any commitment by or obligation upon Buyer to place any minimum

percentage or volume of its requirements for Components with Seller. Buyer may

terminate this Agreement prior to the stated term without liability in the event

of any breach by Seller of the terms of this Agreement; and as otherwise

provided pursuant to the terms of this Agreement, including its attachments. In

such event, Buyer shall no longer have any liability for the purchase commitment

and shall exercise its rights in accordance with the GEE Purchase Terms set

forth in Appendix 3.

2. PRICES AND PAYMENT

Prices shall be as stated in Appendix 1, and shall remain firm for Five (5)

years from the Effective Date. No extra charges of any kind will be allowed

unless specifically agreed in writing by Buyer. Payment terms are established in

Appendix 3 of this agreement.

3. TERM AND TERMINATION

(a) Unless extended or unless terminated under this Clause (c), this Agreement

will remain in effect for a period of Five (5) years ("Term") from the Effective

Date.

(b) Buyer may terminate this Agreement at any time for cause only by giving

fifteen (15) days' prior notice to Seller. Upon such termination (other than due

to Seller's insolvency or default including failure to comply with the Agreement

or any PO issued hereunder), Buyer and Seller shall exercise their rights in

accordance with Section 11 of the GEE Purchase Terms set forth in Appendix 3.

Seller waives all termination claims not specifically reserved in this

Agreement.

material breach of this Agreement that remains uncured thirty (30) days after

written notice is delivered to such breaching party. In the event Buyer

terminates this Agreement due to Seller's material breach, Buyer may terminate

this Agreement, in whole or in part, including any or all POs issued hereunder,

without liability consistent with the rights set forth in Section 12 of the GEE

Purchase Terms, attached as Appendix 3.

(d) Upon termination of this Agreement for any reason, Seller agrees to return

to Buyer all confidential information of Buyer or its Affiliates, and all

Buyer-owned tooling, test equipment and other property except for one (1) copy

to be retained for legal archiving purposes only. Buyer will bear all usual and

reasonable costs of the return of such tooling, test equipment and property.

Such returned tooling, test equipment and property must be fully functional and

undamaged, except for reasonable wear; otherwise, Seller shall bear all costs

associated with repair or replacement.

4. NOTICES

All notices under this Agreement shall be deemed to have been effectively given

when sent by facsimile or mailed via certified mail return receipt requested,

properly addressed to the other party at the address below or at such other

address as the party has designated in writing.

Buyer SUPPLIER

ATTN: ATTN:

Chuck Klein Bob Sanborn

<PAGE>

300 Garlington Road 283 Sullivan Avenue

Greenville, SC 29602 USA South Windsor, CT 06074

(864) 254-2753 (860) 289-5634

(864) 254-2517 (860) 528-2472

5. TOOLING

Seller hereby conveys to Buyer all right, title and interest in and to any

tools, tooling, capital equipment, and fixtures identified on Appendix 6 of this

Agreement (collectively, the "Tooling"), free and clear of all liens, claims and

encumbrances. At any time after payment of the Tooling Purchase Price by Buyer

to Seller, Seller shall, upon request from Buyer, execute and deliver to Buyer

such bills of sale, instruments of conveyance, certificates or other

documentation and take such other actions as Buyer may reasonably request in

order to confirm and complete transfer ownership of the Tooling from Seller to

Buyer.

(a) Upon execution of this Agreement, the Tooling, including any repaired or

replaced Tooling or any part thereof or any materials affixed or attached

thereto, shall be and remain the sole and exclusive property of Buyer.

(b) Without the prior written consent of Buyer, Seller shall not: (i) substitute

any Tooling for Buyer's POs, (ii) dispose of, change or move the Tooling from

its stated location, or (iii) use the Tooling for any purpose other than to

satisfy POs placed by Buyer.

whenever practical, each individual item thereof, as the property of Buyer and

shall safely store the Tooling separate and apart from Seller's property.

(d) Seller shall keep the Tooling in a good and safe working condition at its

own cost and expense, in its own custody at its place of business, and at all

times shall exercise reasonable care and control in using the Equipment so that

upon return to Buyer, the Tooling shall be in as good of a working order and in

as good of a condition as it was upon delivery, except for reasonable wear and

tear. Buyer may enter the premises of Seller at any reasonable time to conduct a

physical inventory of the Tooling.

(e) Seller will inspect the Tooling prior to use and will train and supervise

its employees in the proper and safe operation of the Tooling. Further, Seller

shall release, defend, hold harmless and indemnify Buyer, its directors,

officers, employees, agents representatives, successors and assigns from any and

all claims, demands, losses, judgments, damages, costs, expenses or liabilities

arising from any negligent act or omission of Seller related to the Tooling

while it is in Seller's care, custody and/or control.

(f) The Tooling, while in Seller's care, custody and/or control, shall be: (i)

held at Seller's risk and (ii) kept insured by Seller: (1) at Seller's expense

with loss payable to Buyer in an amount equal to the replacement cost and (2)

against loss or damage by fire, flood and other common perils by an insurance

company acceptable to Buyer. Seller shall deliver proof of such insurance to

Buyer within fifteen (15) days of the signing of this Agreement.

(g) The Tooling shall be subject to removal at Buyer's written request, in which

event Seller shall prepare the Tooling for shipment and shall redeliver such

Tooling to Buyer in the same condition as originally received, except for

reasonable wear and tear, otherwise, Seller shall bear all costs associated with

repair or replacement of the Tooling. Buyer will bear all usual and reasonable

costs of the return of the Tooling.

<PAGE>

6. COMPLIANCE AND CHOICE OF LAW

Seller represents and warrants that it will comply with all laws applicable to

this Agreement, and acknowledges that it has received, reviewed and agrees to

follow the GE Energy Integrity Guide for Suppliers, Contractors and Consultants

set forth in Appendix 4. This Agreement shall be governed by New York law,

excluding its conflict of laws rules. All disputes relating to this Agreement

that cannot be resolved by negotiation shall be resolved by litigation in the

state or federal courts of New York. All rights of the parties are as set forth

in this Agreement.

7. ASSIGNMENT, WAIVER AND SURVIVAL

Buyer may assign this Agreement to any of its Affiliates. Because performance of

this Supplier Agreement (SA) is specific to Seller, Seller may assign this

Agreement only upon Buyer's prior written consent. No claim or right arising out

of a breach of this Agreement shall be discharged in whole or part by waiver or

renunciation unless such waiver or renunciation is supported by consideration

and is in writing signed by the aggrieved party. No failure by either party to

enforce any rights hereunder shall be construed a waiver. All parts of this

Agreement relating to liability and its limitations, warranties, indemnities and

confidentiality shall survive expiration and termination of this Agreement.

8. ENTIRE AGREEMENT

This instrument, with such documents expressly incorporated by reference, is

intended as a complete, exclusive and final expression of the parties' agreement

with respect to such terms as are included herein. There are no representations,

understandings or agreements, written or oral, which are not included herein.

This Agreement may be executed in one or more counterparts in facsimile or other

written form, each of which shall be considered an original instrument, but all

of which shall be considered one and the same agreement, and shall become

binding when one or more counterparts have been signed by each of the parties

hereto and delivered to the other party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by

this respective authorized representatives as of the Effective Date first set

forth above.

GENERAL ELECTRIC COMPANY,

THROUGH ITS GE ENERGY BUSINESS SELLER

Signed: /s/ Chuck Klein Signed: /s/ Robert Sanborn

------------------------- --------------------------

Print Name: Chuck Klein Print Name: Robert Sanborn

--------------------- -----------------------

Title: NPI Sourcing Leader Title: GM AMK Welding Division

------------------- ----------------------------

SELLER

Signed: /s/ Yvon Cariou

--------------------------

Print Name: Yvon Cariou

-----------------------

Title: Dynamic Materials Corporation

-----------------------------

<PAGE>

ATTACHMENTS

Appendix 1: Description, Market Share and Price List of Components

Appendix 2: Agreement Clauses

Appendix 3: GEE Purchase Terms

Appendix 4: GE Energy Integrity Guide for Suppliers, Contractors and Consultants

Appendix 5: Mutual Non-Disclosure Agreement

Appendix 6: Tooling

<PAGE>

APPENDIX 1

Work Scope, Pricing and Market Share

<TABLE>

Minimum

Number of Base

Fabrication Units Per Price

H System Component Part # Number Engine Set Per Unit (A) Market Share (B)

------------------ ------ ------ ---------- ------------ ----------------

--------------------------------------------------------------------------------------------------------------------------------

S1 Nozzle - 9H or 7H 115E1889 or 1 42 or 36 $ 7,120 100% up to a combined six 9H/7H units per year

115E2372

--------------------------------------------------------------------------------------------------------------------------------

S1 Nozzle - 9H or 7H 115E1889 or 2 42 or 36 $ 1,525 100% up to a combined six 9H/7H units per year

115E2372

--------------------------------------------------------------------------------------------------------------------------------

S2 Nozzle - 9H or 7H 323E1223 or 1 44 $ 2,250 100% up to a combined six 9H/7H units per year

129E9181

--------------------------------------------------------------------------------------------------------------------------------

S2 Nozzle - 9H or 7H 323E1223 or 2 44 $ 2,360 100% up to a combined six 9H/7H units per year

115E2320

--------------------------------------------------------------------------------------------------------------------------------

S2 Nozzle - 9H or 7H 323E1231 or 3 44 $ 1,280 100% up to a combined six 9H/7H units per year

117E5626

--------------------------------------------------------------------------------------------------------------------------------

S2 Nozzle - 9H or 7H 323E1337 or 4 22 $ 2,890 100% up to a combined six 9H/7H units per year

129E9185

--------------------------------------------------------------------------------------------------------------------------------

S2 Nozzle - 9H or 7H 116E3754 or 5 22 $ 320 100% up to a combined six 9H/7H units per year

129E9186

--------------------------------------------------------------------------------------------------------------------------------

S3 Nozzle - 9H or 7H 323E1325 or 1 22 $ 3,900 100% up to a combined six 9H/7H units per year

323E1564

--------------------------------------------------------------------------------------------------------------------------------

S4 Nozzle - 9H or 7H 131e3725 or 1 22 (C) 100% up to a combined six 9H/7H units per year

114E5717

--------------------------------------------------------------------------------------------------------------------------------

S1 Bucket - 9H or 7H 119E9789 or 1 70 $ 875 100% up to a combined six 9H/7H units per year

114E4910

--------------------------------------------------------------------------------------------------------------------------------

S2 Bucket - 9H or 7H 119E9632 or 1 70 $ 980 100% up to a combined six 9H/7H units per year

116E3405

--------------------------------------------------------------------------------------------------------------------------------

S1 Shroud - 9H or 7H 726E9062 or 1 104 $ 178 100% up to a combined six 9H/7H units per year

133E7359

--------------------------------------------------------------------------------------------------------------------------------

S2 Shroud - 9H or 7H 726E9066 or 1 88 $ 178 100% up to a combined six 9H/7H units per year

133E7715

--------------------------------------------------------------------------------------------------------------------------------

</TABLE>

Notes

(A) - Over the five-year term of the Supply Agreement, the base price will be

reduced by an annual deflation factor of 3% in years in which AMK completes work

on one to three engine sets and an annual deflation factor of 10% in years in

which AMK completes work on four to six engine sets. AMK will invoice GE Energy

at the base price in effect at the beginning of each contract year and will

issue a check to GE Energy by 12/1 of each contract year based upon applying the

appropriate deflation factor to the number of engine sets invoiced during that

contract year. The deflation for each contract year will be computed from the

adjusted price in effect at the beginning of that contract year. Total price

deflation from the base price will not exceed 21% during the five-year term of

the Supply Agreement. All pricing is based upon Block 2 design and AMK has the

right to re-quote for any design changes.

(B) - AMK will perform all welding and related heat treat and non-destructive

testing services that are required for each of these H system components.

upon market competitiveness.

<PAGE>

APPENDIX 2

Agreement Clauses

1. Agreement: This Agreement is a market share agreement by drawing #. Appendix

1 includes market share by drawing #. The volume is not fixed by drawing #,

it is market share based. If Supplier does not have sufficient capacity

within lead-time to fill GE's demands, then GE may reduce market share

commensurate with the Supplier's inability to fill GE's orders.

2. Delivery: If Seller cannot meet a delivery commitment for any reason, except

for events beyond Sellers control, then GE shall have the right to reduce

the market share for any specific part set forth in Appendix 1 without any

resulting change in price. Such market share reduction shall be component

specific and commensurate with the impact caused by the schedule slip to GE.

Quality: In the event the Quality Level drops below 99% for two consecutive

months, then GE shall have the right to reduce the market share for any

specific part set forth in Appendix 1 without any resulting change in price.

Such market share reduction shall be component specific and commensurate

with the impact resulting from above mentioned quality level deficit. In the

event the quality level deficit is caused by a systemic quality issue that

affects an entire Seller facility GE shall have the right to reduce the

market share for all components produced at that Seller facility without any

resulting change in price.

3. Seller Caused Defects: If GE discovers non-conformances after shipment from

Seller that clearly should have been detected by Seller, Seller agrees to

provide a post-cast processing incurred costs up to 100% of the post-cast

value, including shipping. There will be no charge for handling. Seller will

have an opportunity to review all documented non-conformances with GE.

4. Seller Caused Scrap: Seller agrees to the following in performing value

added work to GE owned and consigned materials.

Commodity Guaranteed Scrap rate

All Parts 2%

- Parts will be processed by Seller to the drawings and specifications as

identified in the purchase order. Should subsequent revisions be

identified, the Seller will be notified prior to incorporation and the

purchase order will be amended to show the proper revision.

- It is understood that repair procedures that have been approved by GE

will remain acceptable unless GE notifies the Seller otherwise.

- Seller has no liability for latent defects uncovered during its

operations and dispositioned as scrap by GE to the extent the cause of

scrap is outside the scope of the purchase order.

- GE agrees that if for unforeseen circumstances (design, process or

specifications) the scrap rates guaranteed above are exceeded, that

they will be renegotiated between the parties to accommodate the new

circumstances.

<PAGE>

- Guaranteed scrap rates will be calculated on a per piece basis and

aggregated on an annual basis to gauge the credit due to GE for the

excess over the Seller's guaranteed rates for the parts in question.

- Development programs, which are limited to the first two (2) sets of

casting parts processed unless additional sets are approved by both GE

and Seller, will be excluded from the process scrap factors set forth

above.

5. Productivity: Seller will implement a continuous productivity improvement

program that identifies projects that will result in additional savings.

Productivity initiatives and the respective economic benefits are classified

into three types:

a. Internal Seller Projects - Benefit to Seller

b. Internal GE Projects - Benefit accrues to GE

c. Joint GE/Seller Projects - Benefits to be shared 50/50

For the joint projects, the economic benefits to GE will be recognized in

the form of price reductions that are in addition to those listed in

Appendix 1. In addition, for Internal GE Projects and Joint GE / Seller

Projects, GE shall, subject to its prior approval, bear the cost of tooling

or tooling modifications, casting evaluations, and qualification costs to

implement an agreed upon change.

5. Warranties: Sellers warranted liability on goods and services provided in

Appendix 1 is limited to 100% of the post-cast value on GE owned material

for the life of the warranty as set forth in Appendix 3.

<PAGE>

APPENDIX 3

P28A-AL-0003 Rev.F

STANDARD TERMS OF PURCHASE

1. ACCEPTANCE OF TERMS. Seller agrees to be bound by and to comply with all

terms set forth herein and in the purchase order, to which these terms are

attached and are expressly incorporated by reference (collectively, the

"Order"), including any amendments, supplements, specifications and other

documents referred to in this Order. Acknowledgement of this Order, including

without limitation, by beginning performance of the work called for by this

Order, shall be deemed acceptance of this Order. The terms set forth in this

Order take precedence over any alternative terms in any other document connected

with this transaction unless such alternative terms are: i) part of a written

supply agreement ("Supply Agreement"), which has been negotiated between the

parties and which the parties have expressly agreed may override these terms in

the event of a conflict and/or ii) set forth on the face of the Order to which

these terms are attached. In the event these terms are part of a written Supply

Agreement between the parties, the term "Order" used herein shall mean any

purchase order issued under the Supply Agreement. This Order does not constitute

an acceptance by Buyer of any offer to sell, any quotation, or any proposal.

Reference in this Order to any such offer to sell, quotation or proposal shall

in no way constitute a modification of any of the terms of this Order. ANY

ATTEMPTED ACKNOWLEDGMENT OF THIS ORDER CONTAINING TERMS INCONSISTENT WITH OR IN

ADDITION TO THE TERMS OF THIS ORDER IS NOT BINDING UNLESS SPECIFICALLY ACCEPTED

BY BUYER IN WRITING.

2. PRICES AND PAYMENTS. All prices are firm and shall not be subject to

change. Seller's price includes all payroll and/or occupational taxes, any value

added tax that is not recoverable by Buyer and any other taxes, fees and/or

duties applicable to the goods and/or services purchased under this Order;

provided, however, that any state and local sales, use, excise and/or privilege

taxes, if applicable, will not be included in Seller's price but will be

separately identified on Seller's invoice. If Seller is obligated by law to

charge any value added and/or similar tax to Buyer, Seller shall ensure that if

such value-added and/or similar tax is applicable, that it is invoiced to Buyer

in accordance with applicable rules so as to allow Buyer to reclaim such

value-added and/or similar tax from the appropriate government authority.

Neither party is responsible for taxes on the other party's income or the income

of the other party's personnel or subcontractors. If Buyer is required by

government regulation to withhold taxes for which Seller is responsible, Buyer

will deduct such withholding tax from payment to Seller and provide to Seller a

valid tax receipt in Seller's name. If Seller is exempt from such withholding

taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer

a valid tax treaty residency certificate or other tax exemption certificate at a

minimum of thirty (30) days prior to payment being due. Unless otherwise stated

on the face of this Order, payment terms are net due ninety (90) days from the

Payment Start Date. The Payment Start Date is the later of the required date

identified on the Order, the received date of the goods and/or services in

Buyer's receiving system or the date of receipt of valid invoice by Buyer. The

received date of the goods and/or services in Buyer's receiving system will

occur: a) in the case of goods/materials shipped directly to a customer of Buyer

("Material Shipped Direct" or "MSD"), including balance of plant and goods sent

to a non-Buyer/non-customer facility in accordance with this Order to be

incorporated into MSD, within 48 hours of Buyer being presented with a valid

bill of lading confirming that the goods have been shipped from Seller's

facility or in the case of services performed directly for a customer of Buyer,

within 48 hours of Buyer's receipt of written certification of completion of the

services; b) in the case where goods are shipped or services are provided

directly to or at a non-Buyer/non-customer facility in accordance with this

Order, within 48 hours of Buyer receiving notice from such third party that it

has received the goods or services; or c) in the case where the goods are

shipped directly to Buyer or services are performed directly for Buyer, within

48 hours of Buyer's receipt of such goods or services. Buyer shall be entitled

to take an early payment discount of .0333% of the gross invoice price for each

day before 90 days from the Payment Start Date that payment is made. For

example, a discount of 2.5% would correspond to payment made 75 days early

(i.e., 15 days after the Payment Start Date) and a discount of 0.33% would

correspond to payment made 10 days early (i.e., 80 days from the Payment Start

Date). Seller's invoice shall in all cases bear Buyer's Order number. Buyer

shall be entitled to reject Seller's invoice if it fails to include Buyer's

Order number or is otherwise inaccurate, and any resulting delay in payment

shall be Seller's responsibility. Seller warrants that it is authorized to

receive payment in the currency stated in this Order. No extra charges of any

kind will be allowed unless specifically agreed in writing by Buyer. Buyer shall

be entitled at any time to set-off any and all amounts owing from Seller to

Buyer or a Buyer Affiliate (defined below) on this or any other order.

"Affiliate" shall for the purposes of this Order mean, with respect to either

party, any entity, including without limitation, any individual, corporation,

company, partnership, limited liability company or group, that directly, or

indirectly through one or more intermediaries, controls, is controlled by or is

under common control with such party. Seller warrants the pricing for any goods

or services shall not exceed the pricing for the same or comparable goods or

services offered

<PAGE>

by Seller to third parties. Seller shall promptly inform Buyer of any lower

pricing levels for same or comparable goods or services and the parties shall

promptly make the appropriate price adjustment.

3. DELIVERY AND PASSAGE OF TITLE.

3.1 Time is of the essence of this Order. If Seller fails to deliver the goods

or complete the services as scheduled, Buyer may assess such amounts as may be

set on the face of an Order as liquidated damages for the agreed delay period.

The parties agree that such amounts, if assessed, are an exclusive remedy for

the agreed delay period; are a reasonable pre-estimate of the damages Buyer will

suffer as a result of delay based on circumstances existing at the time the

Order was issued; and are to be assessed as liquidated damages and not as a

penalty. In the absence of agreed to liquidated damages, Buyer shall be entitled

to recover damages that it incurs as a result of Seller's failure to perform as

scheduled. Unless expressly stated to the contrary, Buyer's remedies are

cumulative and Buyer shall be entitled to pursue any and all remedies available

at law or equity. Further to the foregoing, Seller shall not make material

commitments or production arrangements in excess of the amount or in advance of

the time necessary to meet Buyer's delivery schedule. Should Seller enter into

such commitments or engage in such production, any resulting exposure shall be

for Seller's account.

3.2 Unless otherwise stated on the face of this Order: a) goods shipped from

the United States of America ("U.S.") for delivery to all locations shall be

delivered EXW named point with title passing at: i) Seller's dock for goods

shipped directly to a non-Buyer's facility; ii) port of import for goods shipped

to Buyer's non-U.S. facility; and iii) Buyer's dock for goods shipped to Buyer's

U.S. facility; b) goods shipped from within the European Union ("EU") for

delivery within the EU shall be delivered EXW named point with title passing: i)

when the goods leave the territorial land, air or sea space of the EU source

country for goods shipped directly to a non-Buyer's EU facility; and ii) at

Buyer's dock for goods shipped to Buyer's EU facility; c) goods shipped for

delivery within the source country shall be delivered EXW name point with title

passing at: i) Seller's dock for goods shipped directly to a non-Buyer's

facility; and ii) Buyer's dock for goods shipped to Buyer's facility; d) goods

shipped from outside the U.S. for delivery to a different country outside the

U.S. (excluding shipments within the EU, which shall be governed by subsection

b) above) shall be delivered FCA named point with title passing at: i) the port

of export after customs clearance for goods shipped directly to a non-Buyer's

facility; and ii) port of import if shipped to Buyer's facility; and e) goods

shipped from outside the U.S. for delivery within the U.S. shall be delivered

FCA named point with title passing at: i) the port of export after customs

clearance for goods shipped directly to a non-Buyer's facility; and ii) Buyer's

dock if shipped to Buyer's facility. All delivery designations are INCOTERMS

2000. Goods delivered to Buyer in advance of schedule may be returned to Seller

at Seller's expense. Goods ordered by GE Global Sourcing, LLC and shipped to the

U.S. from outside the U.S. via ocean transport shall have title pass to GE

Global Sourcing, LLC immediately prior such goods entering the territorial land,

sea or overlying airspace of the U.S. For this purpose, Buyer and Seller

acknowledge that the territorial seas of the U.S. extend to twelve (12) nautical

miles from the baseline of the country determined in accordance with the 1982

United Nations Convention of the Law of the Sea. Buyer may specify contract of

carriage and named place of delivery in all cases. Failure of Seller to comply

with any such Buyer specification shall cause all resulting transportation

charges to be for the account of Seller and give rise to any other remedies

available at law or equity. NOTE: In all cases, Seller must provide to Buyer,

via the packing list and the customs invoice (as applicable), the country of

origin and the appropriate export classification codes including, if applicable,

the Export Control Classification Number (ECCN) and the Harmonized Tariff Codes

of each and every one of the goods supplied pursuant to this Order, including in

sufficient detail to satisfy applicable trade preferential or customs

agreements, if any.

3.3 If goods will be delivered as MSD or for use as balance of plant by Buyer,

each shipment shall include a detailed, complete bill of material/parts list

that lists each component of the goods purchased by Buyer. Seller shall also

include, in each item shipment, the complete bill of materials/parts list for

such item and indicate which components of the bill of materials/parts list are

included in the shipment as well as those bill of material/parts list components

which are not included in the item shipment. This bill of material/parts list

shall be included with the packing list for each shipment. When requested by

Buyer, Seller must provide a packing list with values for each item.

3.4 If goods will cross an international border, Seller

shall provide a commercial invoice as required for customs clearance. The

invoice shall be in English, or destination country specific language, and shall

include: contact names and phone numbers of persons at Buyer and Seller who have

knowledge of the transaction; Buyer's order number; Buyer's order line item;

release number (in the case of a blanket order); part number and detailed

description of the merchandise; unit purchase price in currency of the

transaction; quantity; INCOTERM and named location; and country of origin of the

goods. In addition, all goods or services provided by Buyer to Seller for the

production of goods not included in the purchase price shall be separately

identified on the invoice (i.e., consigned material, tooling, etc.). Each

invoice shall also include the applicable Order number or other reference

information for any consigned goods and shall identify any discounts or rebates

from the base price used in determining the invoice value.

<PAGE>

3.5 If goods will be delivered to a destination country having a trade

preferential or customs union agreement ("Trade Agreement") with Seller's

country, Seller shall cooperate with Buyer to review the eligibility of the

goods for any special program for Buyer's benefit and provide Buyer with any

required documentation (e.g., NAFTA Certificate, EUR1 Certificate, GSP

Declaration, FAD or other Certificate of Origin) to support the applicable

special customs program (e.g., NAFTA, EEA, Lome Convention, GSP, EU-Mexico FTA,

EU/Mediterranean partnerships, etc.) to allow duty free or reduced duty for

entry of goods into the destination country. Similarly, should any Trade

Agreement or special customs program applicable to the scope of this Order exist

at any time during the execution of the same and be of benefit to Buyer in

Buyer's judgment, Seller shall cooperate with Buyer's efforts to realize any

such available credits, including counter-trade or offset credit value which may

result from this Order and acknowledges that such credits and benefits shall

inure solely to Buyer's benefit. Seller shall indemnify Buyer for any costs,

fines, penalties or charges arising from Seller's inaccurate documentation or

untimely cooperation. Seller shall immediately notify Buyer of any known

documentation errors.

4. BUYER'S PROPERTY. Unless otherwise agreed in writing, all tangible and

intangible property, including, but not limited to, information or data of any

description, tools, materials, drawings, computer software, know-how, documents,

trademarks, copyrights, equipment or material furnished to Seller by Buyer or

specially paid for by Buyer, and any replacement thereof, or any materials

affixed or attached thereto, shall be and remain Buyer's personal property. Such

property and, whenever practical, each individual item thereof, shall be plainly

marked or otherwise adequately identified by Seller as Buyer's property and

shall be safely stored separate and apart from Seller's property. Seller further

agrees to comply with any handling and storage requirements provided by Buyer

for such property. Seller shall use Buyer's property only to meet Buyer's

orders, and shall not use it, disclose it to others or reproduce it for any

other purpose. Such property, while in Seller's custody or control, shall be

held at Seller's risk, shall be kept insured by Seller at Seller's expense in an

amount equal to the replacement cost with loss payable to Buyer and shall be

subject to removal at Buyer's written request, in which event Seller shall

prepare such property for shipment and redeliver to Buyer in the same condition

as originally received by Seller, reasonable wear and tear excepted, all at

Seller's expense. As noted in Section 3.4 above, any consigned material, tooling

or technology used in production of the goods shall be identified on the

commercial or proforma invoice used for international shipments. Buyer hereby

grants a license to Seller to use any information, drawings, specifications,

computer software, know-how and other data furnished or paid for by Buyer

hereunder for the sole purpose of performing this Order for Buyer. This license

is non-assignable and is terminable with or without cause by Buyer at any time.

Buyer shall own exclusively all rights in ideas, inventions, works of

authorship, strategies, plans and data created in or resulting from Seller's

performance under this Order, including all patent rights, copyrights, moral

rights, rights in proprietary information, database rights, trademark rights and

other intellectual property rights. All such intellectual property that is

protectable by copyright will be considered work(s) made for hire for Buyer (as

the phrase "work(s) made for hire" is defined in the United States Copyright Act

(17 U.S.C. ss. 101)) or Seller will give Buyer "first owner" status related to

the work(s) under local copyright law where the work(s) was created. If by

operation of law any such intellectual property is not owned in its entirety by

Buyer automatically upon creation, then Seller agrees to transfer and assign to

Buyer, and hereby transfers and assigns to Buyer, the entire right, title and

interest throughout the world to such intellectual property. Seller further

agrees to enter into and execute any documents that may be required to transfer

or assign ownership in and to any such intellectual property to Buyer. Should

Seller, without Buyer's prior written consent and authorization, design or

manufacture for sale to any person or entity other than Buyer any goods

substantially similar to, or which reasonably can substitute or repair, a Buyer

good, Buyer, in any adjudication or otherwise, may require Seller to establish

by clear and convincing evidence that neither Seller nor any of its employees,

contractors or agents used in whole or in part, directly or indirectly, any of

Buyer's property, as set forth herein, in such design or manufacture of such

goods. Further, Buyer shall have the right to audit all pertinent records of

Seller, and to make reasonable inspections of Seller facilities, to verify

compliance with this section.

5. DRAWINGS. Any review or approval of drawings by Buyer will be for Seller's

convenience and will not relieve Seller of its responsibility to meet all

requirements of this Order.

6. CHANGES. Buyer may at any time make changes within the general scope of

this Order in any one or more of the following: a) drawings, designs or

specifications where the goods to be furnished are to be specially manufactured

for Buyer; b) method of shipment or packing; c) place and time of delivery; d)

amount of Buyer's furnished property; e) quality; f) quantity; or g) scope or

schedule of goods and/or services. If any changes cause an increase or decrease

in the cost of, or the time required for the performance of, any work under this

Order, an equitable adjustment shall be made in the Order price or delivery

schedule, or both, in writing. Any Seller claim for adjustment under this clause

will be deemed waived unless asserted within thirty (30) days from Seller's

receipt of the change or suspension notification, and may only include

reasonable, direct costs that will necessarily be incurred as a direct result of

the change. Any change to this Order shall be made by a signed amendment.

7. PLANT ACCESS/INSPECTION. In order to access Seller's work quality,

conformance with Buyer's specifications and compliance with this Order, upon

reasonable notice by Buyer, all: i) goods, materials and services related in any

way to the goods and services purchased hereunder (including without limitation

raw materials, components, intermediate assemblies, work in process, tools and

end products) shall be subject to

<PAGE>

inspection and test by Buyer and its customer or representative at all times and

places, including sites where the goods and services are created or performed,

whether they be at premises of Seller, Seller's suppliers or elsewhere; and ii)

of Seller's books and records relating to this Order shall be subject

toinspection by Buyer. In the event that Seller desires to transfer any work

under this Order to another site or make any material modification in its

manufacturing process or the procurement of materials related to the goods, it

shall first consult with and obtain the prior written consent of Buyer, which

consent shall not be unreasonably withheld. Such consent by Buyer shall be

subject to qualification of the new site under Buyer's supplier qualification

standards. If any inspection, test, audit or similar oversight activity is made

on Seller's or its suppliers' premises, Seller shall, without additional charge:

(i) provide all reasonable access and assistance for the safety and convenience

of the inspectors and (ii) take all necessary precautions and implement

appropriate safety procedures for the safety of Buyer's personnel while they are

present on such premises. If Buyer's personnel require medical attention on such

premises, Seller will arrange for appropriate attention. If in Buyer's opinion

the safety of its personnel on such premises may be imperiled by local

conditions, Buyer may remove some or all of its personnel from such premises,

and Buyer shall have no responsibility for any resulting impact on Seller or its

suppliers. If specific Buyer and/or Buyer's customer tests, inspection and/or

witness points are included in this Order, the goods shall not be shipped

without an inspector's release or a written waiver of test/inspection/witness

with respect to each such point; however, Buyer shall not be permitted to

unreasonably delay shipment; and Seller shall notify Buyer in writing at least

twenty (20) days prior to each of Seller's scheduled final and, if applicable,

intermediate test/ inspection/witness points. Buyer's failure to inspect,

accept, reject or detect defects by inspection shall neither relieve Seller from

responsibility for such goods or services that are not in accordance with the

Order requirements nor impose liabilities on Buyer. Seller shall provide and

maintain an inspection, testing and process control system acceptable to Buyer

and its customer covering the goods and services to ensure compliance with this

Order and shall keep complete records available to Buyer and its customer for

three (3) years after completion of this Order. Acceptance of such system by

Buyer shall not alter the obligations and liability of Seller under this Order.

8. REJECTION. If any of the goods and/or services furnished pursuant to this

Order are found within a reasonable time after delivery to be defective or

otherwise not in conformity with the requirements of this Order, including any

applicable drawings and specifications, whether such defect or non-conformity

relates to scope provided by Seller or a direct or indirect supplier to Seller,

then Buyer, in addition to any other rights, remedies and choices it may have by

law, contract or at equity, and in addition to seeking recovery of any and all

damages and costs emanating therefrom, at its option and sole discretion and at

Seller's expense may: a) require Seller to immediately re-perform any defective

portion of the services and/or require Seller to immediately repair or replace

non-conforming goods with goods that conform to all requirements of this Order;

b) take such actions as may be required to cure all defects and/or bring the

goods and/or services into conformity with all requirements of this Order, in

which event, all related costs and expenses (including, but not limited to,

material, labor and handling and any required re-performance of value added

machining or other service) and other reasonable charges shall be for Seller's

account; c) withhold total or partial payment; d) reject and return all or any

portion of such goods and/or services; and/or e) rescind this Order without

liability. For any repairs or replacements, Seller, at its sole cost and

expense, shall perform any tests requested by Buyer to verify conformance to

this Order.

9. WARRANTIES. Seller warrants that all goods and services provided pursuant

to this Order, whether provided by Seller or a direct or indirect supplier of

Seller, will be free of any claims of any nature, including without limitation

title claims, and will cause any lien or encumbrance asserted to be discharged,

at its sole cost and expense, within thirty (30) days of its assertion (provided

such liens do not arise out of Buyer's failure to pay amounts not in dispute

under this Order or an act or omission of Buyer). Seller warrants and represents

that all such goods and services will be new and of merchantable quality, not

used, rebuilt or made of refurbished material unless approved in writing by

Buyer, free from all defects in design, workmanship and material and will be fit

for the particular purpose for which they are intended. Such goods and services

will be provided in strict accordance with all specifications, samples,

drawings, designs, descriptions or other requirements approved or adopted by

Buyer. Any attempt by Seller to limit, disclaim or restrict any such warranties

or remedies by acknowledgment or otherwise shall be null, void and ineffective.

The foregoing warranties shall, in the case of turbine plant related goods and

services, apply for a period of: (i) twenty-four (24) months from the Date of

Commercial Operation (defined below) of the turbine plant (in the case of

Nuclear power-related goods and services, thirty-six (36) months from the Date

of Commercial Operation of the nuclear power plant), which Buyer supplies to its

customer or (ii) forty-eight (48) months, plus delays such as those due to

non-conforming goods and services, from the date of delivery of all goods from

Seller to destination/performance of the services, whichever occurs first. "Date

of Commercial Operation" means the date on which the plant has successfully

passed all performance and operational tests required by Buyer's customer for

commercial operation. In all other cases the warranty shall apply for

twenty-four (24) months from delivery of the goods or performance of the

services, or such longer period of time as customarily provided by Seller, plus

delays such as those due to non-conforming goods and services. The warranty

shall run to Buyer, its successors, assigns and the users of goods and services

covered by this Order. If any of the goods and/or services are found to be

defective or otherwise not in conformity with the warranties in this Section

during the warranty period, then, Buyer, in addition to any other rights,

remedies and choices it may have by law, contract or at equity, and in addition

to seeking recovery of any and all damages and costs emanating therefrom, at its

option and sole

<PAGE>

discretion and at Seller's expense may: a) require Seller to inspect, remove,

reinstall, ship and repair or replace/re-perform nonconforming goods and/or

services with goods and/or services that conform to all requirements of this

Order; b) take such actions as may be required to cure all defects and/or bring

the goods and/or services into conformity with all requirements of this Order,

in which event all related costs and expenses (including, but not limited to,

material, labor and handling and any required re-performance of value added

machining or other service) and other reasonable charges shall be for Seller's

account; and/or c) reject and return all or any portion of such goods and/or

services. Any repaired or replaced part or re-performed services shall carry

warranties on the same terms as set forth above, with the warranty period being

the later of the original unexpired warranty or twenty-four (24) months after

repair or replacement.

10. SUSPENSION. Buyer may at any time, by notice to Seller, suspend performance

of the work for such time as it deems appropriate. Upon receiving notice of

suspension, Seller shall promptly suspend work to the extent specified, properly

caring for and protecting all work in progress and materials, supplies and

equipment Seller has on hand for performance. Upon Buyer's request, Seller shall

promptly deliver to Buyer copies of outstanding purchase orders and subcontracts

for materials, equipment and/or services for the work, and shall take such

action relative to such purchase orders and subcontracts as Buyer may direct.

Buyer may at any time withdraw the suspension as to all or part of the suspended

work by written notice specifying the effective date and scope of withdrawal.

Seller shall resume diligent performance on the specified effective date of

withdrawal. All claims for increase or decrease in the cost of or the time

required for the performance of any work caused by suspension shall be pursued

pursuant to, and consistent with, Section 6 "Changes".

11. TERMINATION.

11.1 Termination for Convenience. Buyer may terminate all or any part of this

Order at any time by written notice to Seller. Upon termination (other than due

to Seller's insolvency or default including failure to comply with this Order),

Buyer and Seller shall negotiate reasonable termination costs consistent with

costs allowable under Section 6 and identified by Seller within thirty (30) days

of Buyer's termination notice to Seller, unless the parties have agreed to a

termination schedule in writing.

11.2 Termination for Default. Except for delay due to causes beyond the control

and without the fault or negligence of Seller and all of its suppliers (l

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