Common use of PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT Clause in Contracts

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (A) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (D) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (Lessor) (Lessee) By: [SIGNATURE By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- Title: MGR, FUND/NG Title: VP/CFO --------------------- ------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. , LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCOMPUROUTE, INC. (Lessor) (Lessee) By: [SIGNATURE Illegible Signature By: /s/ Xxxx Alexxxxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxxxxx ----------------------------- ------------------------------------ Title: MGR, FUND/NG Mgr. Funding Title: VP/CFO --------------------- ------------------------President ----------------------------- ------------------------------------ Acceptance Date: 6/17/98 Witness: Illegible Signature ----------------------------- ------------------------------------ 5 CORPORATE LEASE ACKNOWLEDGEMENT

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXXEES THAT: (Aa) LESSEE HAS LESSXX XXX RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, HOME INTERIORS & GIFTS. INC. (Lessor) (Lessee) By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- BETTXXX XXXXX ------------------------- ---------------------------------- Title: MGR, FUND/NG /s/ [ILLEGIBLE] Title: VP/CFO --------------------- ------------------------, Gen Counsel ---------------------- ------------------------------- Acceptance Date: 5/5/00 Witness: ------------ ----------------------------- DUPLICATE BANC ONE LEASING CORPORATION SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 ================================================================================ LOCATION: 1649 XXXXXXXXX XXXX XXXX XXXXXXXXXX, XX 00000 XXXXXX XXXXXX EQUIPMENT COST: $6,276,471.00 1 RAPIDPICK PAPERLESS PICKING SYSTEM AS MORE FULLY DESCRIBED IN PROPOSAL # 56-5879 REV. B DATED DECEMBER 14, 1999 FROM RAPISTAN SYSTEMS.

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCOMPUROUTE, INC. (Lessor) (Lessee) By: [SIGNATURE Illegible Signature By: /s/ Xxxx Alexxxxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxxxxx -------------------------------- ------------------------------------ Title: MGR, FUND/NG FUNDING Title: VP/CFO --------------------- ------------------------PRESIDENT -------------------------------- ------------------------------------ Acceptance Date: 6/17/98 Witness: Illegible Signature -------------------------------- ------------------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXXEES THAT: (Aa) LESSEE HAS LESSXX XXX RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCERPROBE INTERCONNECT SOLUTIONS, INC. ---------------------------- ------------------------------------- (Lessor) By: By: /s/ Randxx X. Xxxxxx ------------------------- --------------------------------- Title: Title: Chief Financial Officer, Secretary, Treasurer, Director ---------------------- ------------------------------ Acceptance Date: Witness: /s/ Laurx X. Xxxk ------------ ---------------------------- SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 ================================================================================ TOTAL AMOUNT: $222,423.82 LOCATION: 10360 XXXXXX XXXXX DALLAS, TX 75238-2440 DALLAS COUNTY ALL PROPERTY DESCRIBED IN THE INVOICES IDENTIFIED BELOW, WHICH PROPERTY MAY BE GENERALLY DESCRIBED AS OFFICE EQUIPMENT. INVOICE INVOICE VENDOR NAME NUMBER AMOUNT -------------------------------------------------------------------------------- EDC 224862 $ 36,900.00 NorthAmerican 177663 $ 672.00 Service Electric Co. 060499 $ 1,499.24 Probot 12483 $129,000.00 Probot 05233/4 $ 1,666.00 Probot 060499 $ 390.65 Probot 060999 $ 147.93 Garland 0992 $ 52,148.00 TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to and made a part of Lease Number 1000100200 and constitutes a true and accurate description of the equipment. Lessee: CERPROBE INTERCONNECT SOLUTIONS, INC. By: /s/ Randxx X. Xxxxxx ------------------------------ Date: November 15, 1999 ---------------------------- 6 NAME CHANGE ADDENDUM Dated _________________ Master Lease Agreement Dated 11/17/97 Lessee: COMPUROUTE, INC. (LessorPrevious Name) CERPROBE INTERCONNECT SOLUTIONS, INC. (Lessee) By: [SIGNATURE By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- Title: MGR, FUND/NG Title: VP/CFO --------------------- ------------------------New Name)

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE XXXXXX AGREES THAT: (Aa) LESSEE XXXXXX HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; : (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE XXXXXX HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE XXXXXX AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (Lessor) (Lessee) By: /s/ [SIGNATURE By: /s/ Xxxx XXXX X. Xxxxxxx ------------------------ --------------------------- XXXXXXX ------------------------------- --------------------------------- Title: MGR, FUND/NG MGR FUNDING Title: VP/CFO --------------------- ---------------------------------------------------- --------------------------------- Acceptance Date: 6/22/98 Witness: /s/ Xxxxxxx Xxxxxx ------------------ ---------------------------- finperd

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXXEES THAT: (Aa) LESSEE HAS LESSXX XXX RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSBanc One Leasing Corporation STB Systems, INC. Inc. (Lessor) (Lessee) By: [SIGNATURE /s/ Anthxxx Xxxx By: /s/ Xxxx Bryax X. Xxxxxxx ------------------------ --------------------------- Xxxxx ---------------------------------- -------------------------------------- Title: MGR, FUND/NG Vice President Title: VP/CFO --------------------- ------------------------Funding Authority ------------------------------ Lessxx'x Xcceptance Date: April 1998

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i1) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. ROCKFORD CORPORATION (Lessor) (Lessee) By: [SIGNATURE /s/ By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- _______________________________ __________________________________ Title: MGR, FUND/NG /s/ Title: VP/CFO --------------------- ------------------------/s/ _______________________________ __________________________________ Acceptance Date: /s/ Acceptance Date: /s/ _______________________________ __________________________________ SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 "ALL PROPERTY DESCRIBED IN THE INVOICES IDENTIFIED BELOW, WHICH PROPERTY MAY BE GENERALLY DESCRIBED AS MANUFACTURING AND ASSEMBLING, AND A FORK LIFT." EQUIPMENT LOCATION: 546 X. XXXXXXXX XX XXXXX, XX 00000 COUNTY: MARICOPA COST: $662,022.50 VENDOR INVOICE ------ ------- CROWN SIMPLIMATIC 129467 SEHO XXX 000000 YALE MATERIALS 20063601 ROYOXXX 0000 XXXX XXX 000000 SEHO XXX 000000 SEHO XXX 000000 SEHO XXX 000000 INTERNATIONAL HI-TECH 9922 INTERNATIONAL HI-TECH 9929 INTERNATIONAL HI-TECH 9928 EXPEDITORS 7110008809 TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to and made a part of Lease Number 100100950 and constitutes a true and accurate description of the equipment. Lessee: ______________________ By: __________________________

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i1) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (A) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE IRREVOCABLY ACCEPTS ALL ALL. EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (D) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. ROCKFORD CORPORATION (Lessor) (Lessee) By: [SIGNATURE /s/ By: /s/ Xxxx Jamex X. Xxxxxxx ------------------------ --------------------------- ------------------------------ ------------------------------- Title: MGR, FUND/NG Title: VP/CFO --------------------- --------------------------------------------------- ---------------------------- Acceptance Date 12/28/97 Witness: /s/ Sylvxx Xxxxxxxx ------------------ --------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXX LESSXX XXXXXX XXXEES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF 01 THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, IS WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (Lessor) (Lessee) By: [SIGNATURE By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- Title: MGR, FUND/NG Title: VP/CFO --------------------- ------------------------.

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXXEES THAT: (Aa) LESSEE HAS LESSXX XXX RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSBanc One Leasing Corporation STS Systems, INC. Inc. (Lessor) (Lessee) By: [SIGNATURE /s/ Anthxxx Xxxx By: /s/ Xxxx X. Jim Xxxxxxx ------------------------ --------------------------- ---------------------------------- -------------------------------------- Title: MGR, FUND/NG Funding Authority Title: VP/CFO --------------------- ------------------------Vice President -------------------------------- ----------------------------------- Lessor's Acceptance Date: December ___, 1997

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (A) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (D) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (Lessor) (Lessee) By: /s/ [SIGNATURE By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- -------------------------------- ---------------------------------- Title: MGR, FUND/NG FUNDING Title: VP/CFO --------------------- ----------------------------------------------------- -------------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCOMPUROUTE, INC. ----------------------------------- (Lessor) (Lessee) By: [SIGNATURE By: /s/ Xxxx Randxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxx ------------------------- ------------------------------- Title: MGR, FUND/NG Title: VP/CFO --------------------- ---------------------------------------------------- Acceptance Date: Witness: ----------- --------------------------- 5 CORPORATE LEASE ACKNOWLEDGEMENT

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE XXXXXX AGREES THAT: (Aa) LESSEE XXXXXX HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE XXXXXX HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE XXXXXX AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSBane One Leasing Corporation STB Systems, INC. Inc. (Lessor) (Lessee) By: [SIGNATURE /s/ Xxxxxxx Xxxx By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- ----------------------------- Title: MGR, FUND/NG Funding Authority Title: VP/CFO --------------------- ------------------------Vice President ------------------------ --------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCOLONIAL FULL SERVICE CAR WASH, INC. (Lessor) (Lessee) By: [SIGNATURE /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxxxx Title: MGR, FUND/NG Funding Authority Title: VP/CFO --------------------- ------------------------and Treasurer Acceptance Date: 6/12/02 Witness: /s/ Xxxxx Xxxxxxx

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (iI) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE XXXXXX AGREES THAT: (Aa) LESSEE XXXXXX HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE XXXXXX HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE XXXXXX AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSREADY MIX, INC. ---------------------------- -------------- (Lessor) (Lessee) By: /s/ [SIGNATURE ILLEGIBLE]^^ By: /s/ Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx ------------------------ --------------------------- ---------------------- Title: MGR, FUND/NG [ILLEGIBLE]^^ Title: VP/CFO VICE PRESIDENT --------------------- ------------------------------------------- Acceptance Date: 9-1-00 Witness: /s/ Xxxxxx X. Xxxxx ----------- --------------------- Banc One Leasing Corporation SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 ================================================================== EQUIPMENT LOCATION: 0000 X. 00XX XX XXXXXXX, XX 00000 XXXXXX : MARICOPA COST : $303,233.00

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES LESSXX XXXEES THAT: (Aa) LESSEE HAS LESSXX XXX RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS LESSXX XXX READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES LESSXX XXXEES THAT THERE ARE NO NOT ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. CERPROBE CORPORATION ---------------------------- -------------------- (Lessor) (Lessee) By: [SIGNATURE /s/ Mary Xxxxxxx By: /s/ Xxxx Randxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxx ----------------------------- ----------------------------- Title: MGR, FUND/NG Funding Authority Title: VP/CFO --------------------- ------------------------Sr. Vice President Chief -------------------------- Financial Officer, Secretary Treasurer --------------------------

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act of 1933, as amended. ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR AND PURCHASE CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "“AS-IS, WHERE-IS" ” WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE AMEDICA CORP. CHASE EQUIPMENT LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (LessorLessee) (LesseeLessor) By: [SIGNATURE /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxx Title: MGR, FUND/NG CEO Title: VP/CFO --------------------- ------------------------Funding Manager Witness: /s/ Xxxx Xxxxxxxxx Acceptance Date: January 29, 2007 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act of 1933, as amended. EXECUTION COPY Chase Equipment Leasing Inc. SCHEDULE A-I EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE ALL PROPERTY DESCRIBED IN THE INVOICES IDENTIFIED BELOW, WHICH PROPERTY MAY BE GENERALLY DESCRIBED AS MANUFACTURING EQUIPMENT. EQUIPMENT COST: $1,621,898.12 EQUIPMENT LOCATION: 000 XXXXXXX XXXXX XXXXX 000 XXXX XXXX XXXX, XX 00000 SALT LAKE COUNTY VENDOR INVOICE # $ AMOUNT [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] [************] EQUIPMENT LOCATION: 000 XXXXXXX XXXXX XXXXX 000 XXXX XXXX XXXX, XX 00000 SALT LAKE COUNTY [************] [************] [************] TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to and made a part of Lease Number 1000130440 and constitutes a true and accurate description of the equipment.

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. LESSEE EXPRESSLY AGREES THAT THIS SCHEDULE IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN DELAWARE. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (A) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Ca) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Db) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. [The next page is the signature page.] LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR OR LENDER REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORS, INC. (Lessor) (Lessee) By: [SIGNATURE LESSEE LESSOR By: /s/ Pxxxx Xxxx X. Xxxxxxx ------------------------ --------------------------- By: /s/ Axxx Xxxxxxxxx Title: MGR, FUND/NG CEO Title: VP/CFO --------------------- ------------------------Ceo [***] [***]

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (Aa) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSCOLONIAL FULL SERVICE CAR WASH, INC. (Lessor) (Lessee) By: [SIGNATURE /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxx ----------------- -------------------- Title: MGR, FUND/NG Funding Authority Title: VP/CFO --------------------- ------------------------Vice President Acceptance Date: 8/29/02 Witness: /s/ Xxxx Xxxxxx MASTER LEASE ADDENDUM Dated as of June 10, 2002 Master Lease Agreement Dated as of June 10, 2002 Lessee: COLONIAL FULL SERVICE CAR WASH, INC. Reference is made to the above Master Lease Agreement as amended ("Master Lease") by and between Banc One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). This Addendum modifies the terms and conditions of the Master Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. As part of the valuable consideration to induce the execution of the Master Lease, Lessor and Lessee hereby agree as follows.

PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (iI) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE XXXXXX AGREES THAT: (Aa) LESSEE XXXXXX HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (Bb) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (Cc) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (Dd) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE XXXXXX HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE XXXXXX AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION MEADOW VALLEY CONTRACTORSREADY MIX, INC. ---------------------------- --------------- (Lessor) (Lessee) By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Xxxx Xxxxxxx X. Xxxxxxx ------------------------ --------------------------- Xxxxxx ------------------------------- --------------------------------- Title: MGR, FUND/NG [ILLEGIBLE] Title: VPVICE PRESIDENT ----------------------------- ------------------------------ Acceptance Date: 11/24/99 Witness: /s/ Xxxxxxx X. Bunton ------------------ ---------------------------- Banc One Leasing Corporation SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 ======================================================================= LOCATION: 0000 XXXXX 00XX XX. D-11 PHOENIX, AZ 85040 COUNTY: MARICOPA COST: $722,269.88 1 MULTISHANK RIPPER/CFO DOZER MODEL D9N S/N-6XJ01019 1 8R5597 BUCKET MODEL#990 S/N-7HK00107 TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to and made a part of Lease Number 1000100319 and ---------- constitutes a true and accurate description of the equipment. Lessee: READY MIX, INC. --------------------- ------------------------By: /s/ Xxxxxxx X. Xxxxxx ---------------------------