ORDER TERMS AND CONDITIONS These Terms and Conditions apply to all Transactions in which Berkeley HeartLab, Inc.

(BHL) purchases goods or services by purchase order (Order) from Seller. 1. OFFER TO PURCHASE. This Order is BHL's offer to Seller and is not BHL's acceptance of any offer to sell, quotation, or proposal. Any reference to an offer to sell, quote, or proposal is solely to incorporate the description and specifications products and services to the extent those descriptions and specifications do not conflict with the description and specifications on the face of this Order. 2. ACCEPTANCE: By acknowledging receipt of this Order (or by shipping the products or commencing performance of the services called for by this Order) Seller accepts and agrees to the terms and conditions of sale contained in this Order. Any terms or conditions in Seller's Order acknowledgement, if any, that are in addition to or different from those contained in this Order have no effect unless BHL expressly accept them in writing. This Order and the provisions of any drawings, prints, plans, descriptions, specifications, samples, data, and other documents expressly referred to in this Order ("Documents") are incorporated into this Order and, together with the Order, constitute the entire agreement between the parties for the purchase of the Goods or Services. 3. WARRANTIES. Seller warrants that the Goods (i) conform to the specifications, patterns, drawings, samples, or other descriptions upon which this Order is based, (ii) are fit and sufficient for the purpose intended, (iii) are merchantable, (iv) are of good material and workmanship, (v) are free from defect, and (vi) if it designed the Goods, they are free from defect in design. Seller warrants that, in Goods containing software, the software does not contain any features that prevent or inhibit its use by BHL in any manner. BHL's inspection, test, acceptance, or use of the Goods will not affect Seller's obligation under this warranty. This warranty survives inspection, test, acceptance, and use. This warranty runs to BHL, its successors, assigns, customers, and users of the Goods. Seller will promptly replace or correct defects in any Goods that do not conform to the foregoing warranty, without expense to BHL, when notified of the non-conformity. If Seller fails to correct defects in or replace non-conforming Goods promptly, BHL may make the corrections or replace the Goods and charge Seller for the costs BHL incurred by doing so. These warranties are in addition to any other warranties given by Seller to BHL. Seller may not disclaim or exclude any of these warranties or any implied or expressed warranties unless BHL signs a disclaimer or exclusion evidenced by an Order, change order, change notice, or revision. 4. INVOICES. Seller will submit invoices to the address referenced on the Order. The invoice will include a prepaid freight bill if all or any part of the freight is included on the face of the invoice. 5. SHIPPING INFORMATION. Seller must show the description/specifications, Order number, stock number where applicable, vendor name, weight, or quantity of the Goods shipped on all packages and invoices. Seller shall observe all applicable customs regulations. Seller shall ship all Goods with freight and insurance pre-paid by Seller. Seller or Seller's carrier shall deliver the Goods to the delivery location specified in the Order. All incidents of ownership to the Goods, including, title to the Goods and risk of loss shall pass to BHL upon acceptance of the Goods at the place specified as the delivery location on the Order. 6. QUANTITY, PRICE AND TERMS. BHL will include the quantity and price of the Goods on Orders, with no allowance of packing, cartage, or drayage charges, or for insurance on shipping. Terms are 45 days after receipt of invoice unless the Order specifies different terms. 7. DELIVERY. Seller will deliver the Goods within the time stated on this Order. Time is of the essence. If there will be a delay of any type in the delivery of Goods

or Services, BHL has the right to withdraw this Order without any liability to Seller. Seller is liable for any costs or damages incurred by BHL resulting from the delays. Seller will immediately notify BHL of any potential delay. 8. QUALITY AND INSPECTION. Seller will package the Goods properly and in compliance with applicable federal or state regulations. The Products will be free of defects and comply with specifications indicated in any Documents. BHL has the right to inspect all Goods after delivery. BHL has the right, at Seller's risk and expense, to reject and return the whole or any part of the Goods that may be defective or fail to comply with the requirements of any Documents or warranties. Seller will replace the rejected Goods or credit BHL for the value of the rejected Good, as BHL may direct, including any freight and handling charges paid by BHL. 9. INDEMNITY. (A) Seller will indemnify and hold BHL harmless from all costs, expenses (including reasonable attorneys' fees) and judgments in the event of a suit or claim for: (1) Breach of the terms and conditions of this Order, including any breach of representations and warranties contained in Section 3 (Warranties) above. (2) Infringement of any intellectual property rights, including any patent, copyright, or trademark, by the sale or use of the Goods in the form sold by Seller or in combination with other materials. Where, however, the combination of the Goods with other materials is the basis for a claim of patent infringement, there shall be no indemnity unless the combination is the principal practical purpose for which the Goods can be used or sold, or Seller recommends the combination to BHL. (3) Damage to property including loss of use resulting from that damage, or injury or death of any person or from professional errors or omissions attributable directly or indirectly to or in connection with Goods or services provided or to be provided hereunder to the extent caused by Seller's negligence. (B) A condition of the above indemnities is that BHL must give Seller prompt notice in writing of any suit or claim, and permit Seller, if it so elects, to enter and defend, settle or otherwise terminate such suit or claim. Seller will make every effort to replace infringing Goods with non-infringing goods or equivalent potential use where possible. 10. TERMINATION AND REMEDIES. BHL may terminate this Order, or any part thereof, by written notice to Seller if Seller defaults for any reason. If Seller defaults or breaches or BHL rightful rejects or revokes its acceptance of the Goods, BHL may cancel the Order and recover the price it paid together with any incidental and consequential damages. In addition to any other remedy, provided by law or this Order, BHL may "cover" by making, in good faith and without unreasonable delay, a reasonable purchase of or contract to purchase goods in substitution for the Goods due from Seller. BHL's damages are the difference between the cost of "cover" and the contract price together with any incidental or consequential damages. 11. COMPLIANCE WITH LAW. All Goods furnished or Services rendered pursuant to this Order shall be produced, sold, delivered, or rendered to BHL in compliance with all applicable laws and regulations, including the Federal Fair Labor Standards Act of 1938, as amended, Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act of 1967, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, Executive Order 11246, the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended, the Occupational Safety and Health Act of 1970, as amended ("OSHA"), (in the event of a conflict between the requirements of OSHA and any industry codes or standards applicable to this Order, the more stringent requirement shall apply), the Noise Control Act of 1972, all applicable environmental laws and regulations, including without limitation, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and the standards of accessibility set forth in Section 402 of the Americans with Disabilities Act, and the rules, regulations and orders pertaining to the above. Seller also agrees that the following clauses from the Code

of Federal Regulations shall also apply to this Order to the extent applicable and are incorporated herein by reference: the Equal Employment Opportunity Clause of Section 202 of Executive Order 11246, the Equal Employment Opportunity Clause for Workers with Disabilities, the Equal Opportunity Clause for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans and Armed Forces Service Medal Veterans, the Certification of Non-segregated Facilities, the Utilization of Minority Business Enterprises and the Minority Business Enterprises Subcontracting program clauses. 12. REVISION. No revision of this Order shall be valid unless in writing and signed by BHL's authorized representative. 13. REJECTIONS; OVERRUNS. Seller must destroy any rejected or over-run material that identifies BHL or contains any printing by BHL. Seller must not sell these materials as surplus. 14. GOVERNING LAW/JURISDICTION. THE LAWS OF THE STATE OF NEW JERSEY GOVERN THIS ORDER, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. JURISDICTION IS IN THE STATE OR FEDERAL COURTS IN MORRIS COUNTY, NEW JERSEY. 15. EQUIPMENT GUARANTEE. Seller guarantees Equipment for one year from date BHL accepts the Equipment. Seller guarantees its workmanship for one year from the date Seller provides the Service 16. ELECTRICAL. Seller must supply and install electrical equipment, wiring, and fittings in accordance with National Electrical code and requirements of Underwriters Laboratories, Inc. 17. WORK PLACE SAFETY. If Seller performs Services on BHL's premises, Seller will conduct itself in a safe and prudent manner and comply with all applicable federal, state, and municipal health, environmental and safety laws, regulations and ordinances. Seller will also comply with BHL's internal workplace safety standards and policies. 18. INSURANCE. If this Order covers Services on BHL's premises, Seller will give BHL, before Seller starts work, Certificates of Insurance, from an insurer acceptable to BHL, for the following lines of insurance at the minimum limits indicated: (i) Comprehensive General Liability, not less than $2,000,000 combined bodily injury and property damage per occurrence; and (ii) Comprehensive Automobile Liability, not less than $2,000,000 combined bodily injury and property damage per occurrence, which policy shall include owned, non-owned and hired autos; and (iii) Workers Compensation as required by statute including Employers Liability $1,000,000. Suppliers of architectural, engineering, or design services also must provide certificates of insurance for professional liability at $1,000,000 combined bodily and property damage limits. 19. DEBARMENT CLAUSE. By accepting this Order or any part of it, Seller certifies that it, or its principals, are not debarred, suspended, or proposed for debarment by the Federal Government. Debarment, suspension, or proposed debarment by the Federal Government constitutes grounds for automatic termination of this Order Diagnostics. 20. ASSIGNMENT. Seller may not assign any of its rights or delegate any of its obligations under this Order without BHL's prior written consent, which BHL may withhold in its sole discretion. 21. FORCE MAJEURE. Neither Party is liable to the other for its failure to deliver the Goods on time or take delivery of the Goods (or any portion thereof), if the failure is the result of a Force Majeure Event. A Force Majeure Event is any act or event, foreseen or unforeseen, that (i) prevents a Party from performing it obligations under this Agreement ("Non-Performing Party"); (ii) is beyond the control and not the fault of the Non-Performing Party, and (iii) the Non-Performing Party has been unable to avoid or overcome the act or event by exercising due diligence. 22. CONFIDENTIALITY. Each party to this Agreement shall keep confidential all, and shall not divulge to any other party any of the proprietary, confidential information

of the other party including, but not limited to, information relating to such matters as finances, methods of operation and competition, pricing, marketing plans and strategies, equipment and operational requirements and information concerning personnel, patients and suppliers, unless such information (i) is in the possession of the party receiving it without obligation of confidence, (ii) is developed by the party receiving it independently from its receipt of the information, (iii) is or becomes generally available to the public other than as a result of a disclosure by that party, or (iv) is required to be disclosed by law or by a judicial, administrative or regulatory authority. Each party will return all written proprietary, confidential information of the other which is still in possession of the party to whom it was furnished on the date of the termination of this Agreement. Each party's confidentiality obligations hereunder shall remain in full force and effect for five (5) years from the date of this Agreement. (09/10)