BETWEEN

Exhibit 10(r)

PURCHASE AND INSTALLATION AGREEMENT

BETWEEN

GARTNER STORAGE & SORTER SYSTEMS OF PENNSYLVANIA

AND

XXXXXXXX, INC.

DATED AS OF APRIL 10, 2003

PURCHASE AND INSTALLATION AGREEMENT

THIS PURCHASE AND INSTALLATION AGREEMENT (this "Agreement") is dated as
of April 10, 2003 (the "Effective Date") and is made by and between GARTNER
STORAGE & SORTER SYSTEMS OF PENNSYLVANIA, a Pennsylvania corporation ("SELLER"),
and XXXXXXXX, INC., a Delaware corporation ("BUYER").

1. EQUIPMENT, SOFTWARE AND INSTALLATION. SELLER agrees to sell
and BUYER agrees to purchase the Equipment (as defined in Exhibit A). SELLER
agrees to fully install and mount all such Equipment at BUYER's site located at
Oceanside, California (the "SITE").

SELLER agrees to license to BUYER the Base System Software (as defined
in Exhibit B) and SELLER agrees to sell to BUYER the Custom System Software (as
defined in Exhibit B). (The Base System Software and the Customer System
Software are collectively referred to herein as the "SOFTWARE"). SELLER agrees
to fully install all such Software at the Site.

The delivery, installation and mounting of the Equipment and the
delivery and installation of the Software (collectively, the "INSTALLATION")
shall be conducted and fully completed by SELLER in strict accordance with, and
by the deadlines set forth in, the Timeline set forth in Exhibit C (the
"TIMELINE"), subject only to the extent of any extensions specifically provided
for in this Agreement. Time is of the essence in this Agreement.

2. WORK STANDARDS. SELLER shall, at all relevant times, provide
all necessary, adequate and skilled work forces at the Site, together with all
necessary and adequate materials, freight services, tools and other items and
endeavors, to fulfill all of SELLER's responsibilities as provided in this
Agreement.

SELLER shall be responsible for conforming to and complying with all
building, labor, fire, and other applicable regulations and for obtaining any
permits required by state or municipal law concerning the Installation of the
material handling system contemplated by this Agreement.

SELLER shall be responsible for the prevention of accidents on or in
the vicinity of work performed by SELLER. SELLER shall promptly notify BUYER of
all accidents of which it became aware and shall promptly confirm such notice in
writing. SELLER shall be liable to BUYER for all losses, including without
limitation fines or penalties, incurred by BUYER because of SELLER's failure to
maintain a safe work environment.

SELLER shall be responsible for taking necessary precautions to
properly protect BUYER's property including without limitation the Equipment,
Software and the Site premises and, in the event of such damage, SELLER shall
promptly remedy such damage to the satisfaction of BUYER or BUYER may, at its
sole discretion, remedy the damage at the cost of SELLER.

Upon completion, SELLER shall as soon as practicable remove its tools
and surplus material from the Site.

3. CONTRACT PRICE. Subject only to the effect of any "Change
Orders" (as defined below) or other adjustments as specifically implemented
pursuant to this Agreement, the fixed contract price (the "CONTRACT PRICE") for
the Equipment, Software and Installation (including all other services and
deliverables to be provided by SELLER as provided herein) equals $6,473,796.00
and is payable in the manner set forth as follows:

20 % DUE ON THE EFFECTIVE DATE (WHICH SHALL NOT BE LATER
THAN 4/15//03)

15 % DUE UPON ACCEPTANCE OF FUNCTIONAL DRAWINGS

30 % DUE UPON DELIVERY OF MATERIAL ON AN "AS-DELIVERED" BASIS

15 % DUE UPON COMPLETION OF 50 % OF EQUIPMENT INSTALLATION

10 % DUE UPON COMPLETION OF 100 % OF EQUIPMENT & SOFTWARE
INSTALLATION

10 % DUE AFTER PRODUCTION ACCEPTANCE

4. CHANGE ORDERS. BUYER may, by written instruction, specify one
or more changes in the design, engineering, construction and/or installation of
the material handling system that is the subject of this Agreement, including
without limitation the selection of Equipment for such system (each, a "CHANGE
ORDER"). SELLER shall, within seven (7) days of its receipt of a request from
BUYER about a possible Change Order, advise BUYER of the incremental cost or
savings, if any, associated with such possible Change Order.

SELLER shall comply with mutually approved Change Orders provided that
all Change Orders shall be authorized in writing by BUYER's Project Manager. The
form of any such finalized Change Order shall be substantially in the form of
Exhibit E. To the extent that such Change Orders cause an increase or decrease
in the Contract Price, payments or reductions shall be paid or
refunded/credited, as relevant, in accordance with pro rata payment schedule for
the Contract Price set forth in Section 3 hereof, or as otherwise agreed by the
parties.

5. SELLER'S WARRANTIES.

5.1 SELLER warrants, for a period of twelve (12) months after
Production Acceptance, that the material handling system (the "SYSTEM")
contemplated by this Agreement (including all Equipment and Software) furnished
and installed by SELLER shall conform to and perform in accordance with the
specifications and functionalities (the "SPECIFICATIONS AND FUNCTIONALITIES")
set forth in Exhibit D.

5.2 SELLER warrants that all Equipment furnished, installed and
mounted by SELLER shall be new and of good commercial quality, including without
limitation being free from defective workmanship and materials and shall be
installed in a neat and workmanlike manner adapted to the Specifications and
Functionalities. SELLER warrants that it shall deliver to BUYER good and
marketable title to all Equipment and all Custom System Software, as well as
good and marketable title (subject to the limitations contained in this
Agreement) to the license of the Base System Software), free of any and all
liens and/or any other encumbrances, upon BUYER's Production Acceptance or, if
applicable, as provided in Section 12 hereof.

5.3 SELLER warrants, for a period of TEN (10) years, that no
portion of the System will infringe, or be alleged to infringe, upon the
intellectual property rights of any third party.

6. TAXES AND PERMITS. BUYER shall pay all sales and use taxes,
together with (except as provided below) all inspection and permitting charges
and fees for or relating to the Equipment, Software and Installation. SELLER
shall pay all import duties, freight costs and insurance related to the
Equipment, Software and Installation, together with all income and other
comparable taxes of SELLER. SELLER shall arrange for and process all permits,
licenses and inspections necessary for the proper execution and completion of
the Installation. To the extent governmental or utility inspections or permits
are required for any portion of the work for which a progress or final payment
is requested, SELLER will submit satisfactory evidence of the required approvals
and permits as a condition to its right to payment for such work. SELLER shall
be responsible for the cost of any reinspections or other fees charged for
additional inspection required because the work did not pass the first
inspection.

7. INSURANCE.

7.1. SELLER shall purchase and maintain at all relevant times such
insurance as will appropriately protect BUYER, and if requested BUYER's
lender(s), against claims described below which may arise out of or result from
SELLER's operations under this Agreement, whether such operations be by itself
or by a subcontractor or by anyone employed by any of them, or by anyone for
whose acts any of them may be liable including, without limitation: (a) coverage
of SELLER's contractual indemnification obligation under Section 7.2: (b) claims
under workers' compensation, disability benefits and other similar employee
benefit acts; (c) claims for damages because of bodily injury, sickness,
disease, or death of its employees; (d) claims for damages because of bodily
injury, sickness, disease, or death of any person other than its employees; (e)
claims for damages, because of bodily injury or other liability, which are
sustained (i) by any person as a result of an offense related to the employment
or retention of such person by SELLER or a subcontractor of SELLER, or (ii) by
any other person; (f) claims for damages because of injury to or destruction of
tangible property, including loss of use resulting therefrom; and (g) claims for
damages because of bodily injury or death of any person or property damage
arising out of the ownership, maintenance or use of any motor vehicle. In the
case of SELLER's Comprehensive General and Automobile Liability Insurance when
coupled with an Umbrella Policy (including products and completed operations
endorsement), such coverage shall provide for combined, single limit coverage of
at least Six Million Dollars ($6,000,000) per occurrence. Employer's liability
insurance shall include a Workers' Compensation policy with a limit of not less
than the limits as required by law, unless a greater amount in required by the
insurer. Nothing in this Section specifying the minimum insurance requirements
shall limit or otherwise affect SELLER's obligation of indemnification under
Section 7.2. Certificates showing that the above insurance coverages are in
effect shall be promptly furnished to BUYER prior to the earlier of commencement
of delivery of the Equipment or commencement of Installation services.

7.2 SELLER shall indemnify and hold harmless BUYER, its lenders,
officers, directors, shareholders, members, agents, employees, and
representatives from and against any and all claims, damages, losses and
expenses (including actual attorney's fees and disbursements) arising out of or
resulting from (a) the breach or inaccuracy of any covenant, representation or
warranty of SELLER in this Agreement; (b) any claim, mechanics' lien or other
demand by any subcontractor, supplier or laborer performing any portion of the
work contemplated by this Agreement, and (c) the performance of such work,
including any such

claim, damage, loss or expense attributable to bodily injury, sickness, disease
or death, or to injury to or destruction of tangible property (including other
prop erty on the Site or the loss of use of property) caused in whole or in part
by any defect in the work or any act or omission of SELLER, any subcontractor of
SELLER, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, excluding, however, any such matter caused
by or resulting from the sole negligence or willful misconduct of any of the
indemnified parties. Such obligation shall not be construed to negate, abridge,
or otherwise reduce any other right or obligation of indemnity which would
otherwise exist at law or in equity. In any and all claims against BUYER, or its
respective representatives, officers, directors, shareholders, members, agents
or employees, by an employee of SELLER, any subcontractors of SELLER, anyone
directly or indirectly employed or retained by any of them, or anyone for whose
acts any of them may be liable, SELLER's indemnification obligation shall not be
limited by any limitation on the amount or type of damages, compensation or
benefits payable by SELLER or any subcontractor under workers' compensation
acts, disability benefit acts or other employee benefit acts. Such obligation of
indemnification shall include the obligation to pay on a continuing basis
competent legal counsel, acceptable to BUYER in the reasonable exercise of its
discretion, to produce a defense for BUYER against any such claim, action or
lawsuit.

7.3 To the extent damages, losses or injuries are covered and paid
to the indemnified party by the insurance to be maintained pursuant to Section
7.1 above (except to the extent such waiver will void any such insurance
policies), BUYER and SELLER waive and relinquish all claims against each other
and their respective officers, directors, shareholders, members, agents and
employees. In their procurement of the insurance to be maintained under Section
7.1 above, SELLER shall give written notice of the inclusion of this provision
providing for such waiver of subrogation to the insurance company providing
coverage.

8. ADDITIONAL UNDERSTANDINGS AS TO SOFTWARE. The parties agree
that SELLER shall provide the manuals, training, support and other deliverables
and services as set forth in Exhibit B to this Agreement.

9. TEST ACCEPTANCE AND PRODUCTION ACCEPTANCE.

9.1 Upon completion of Installation of all Equipment and Software
in accordance with the terms and conditions of this Agreement, SELLER shall
provide BUYER reasonable notice (but in no event less than five (5) days) of
SELLER's desire to seek "Test Acceptance" (as defined below) and "Production
Acceptance" (as defined below). At BUYER's discretion, either of such
evaluations may be postponed by up to five (5) days (in addition to the minimum
notice period) or as a result of force majeure but such postponement shall be
considered at BUYER's request and shall not be prejudicial to SELLER in a
determination as to whether it met the Timeline set forth in Exhibit C.

9.2 "TEST ACCEPTANCE" of the System shall mean and be determined
by whether the Equipment and Software, individually and as part of the System
installed by SELLER pursuant to this Agreement, meets and performs in accordance
with the Specifications and Functionalities set forth in Exhibit D. Test
Acceptance shall be based upon the approval of BUYER pursuant to this Section
9.2, which approval shall not be unreasonably withheld or delayed. To the extent
approved by BUYER, there may be Test Acceptance of different modules of
Equipment and/or

Software but only to the extent that it is possible to fully test such Equipment
and/or Software as a separate unit apart from the rest of the System.

9.3 "PRODUCTION ACCEPTANCE" of the System shall mean and be
determined by whether the Equipment and Software, individually and as part of
the System installed by SELLER pursuant to this Agreement, meets and performs
for a period of thirty (30) consecutive days in accordance with the
Specifications and Functionalities set forth in Exhibit D. Production Acceptance
shall be based upon the approval of BUYER pursuant to this Section 9.3, which
shall not be unreasonably withheld or delayed. To the extent that Production
Acceptance is delayed on account of BUYER's inability to provide a fair
simulation of production conditions, through no fault of SELLER, such delay
shall not be prejudicial to SELLER in a determination as to whether it met the
Timeline set forth in Exhibit C. In addition, if such delay persists for more
than one (1) month, SELLER shall be entitled to receive the final payment in
accordance with Section 3; provided, however, that upon reasonable notice,
SELLER shall assist BUYER in a Production Acceptance test at a later date.
SELLER shall not be released of its warranty obligations due to Production
Acceptance under this Section 9.3.

9.4 With respect to both the Test and Production Acceptances,
BUYER shall make available at its expense sufficient personnel, material
specified to be handled, power and other utilities and facilities, so that the
evaluation tests may proceed without unreasonable delay. SELLER and BUYER shall
jointly furnish the necessary test supervision. Any modifications or additions
to the System required for completion of the Test and/or Production Acceptances
shall be furnished by SELLER without charge to BUYER, unless such modifications
or additions result primarily from the negligence or intentional misconduct
(whether by action or omission) of BUYER, in which event BUYER shall be charged
for the actual work or materials provided.

9.5 Following satisfactory completion of the production test, the
System shall be deemed accepted by BUYER subject to the warranties provided by
SELLER contained in this Agreement. Absence of minor items of work or material
not adversely affecting commercial operation shall not be cause to delay the
production test or to defer acceptance of the System, but SELLER shall remain
responsible for completing said items as soon as practicable but in no event
later than ten (10) days following such production test.

9.6 FORCE MAJEURE. If a party is delayed or prevented from
performing any of their respective obligations under this Agreement because of
acts of nature, strikes, lockouts, labor troubles, inability to procure
materials, failure of power, governmental restrictions or reasons of like nature
and are not the fault of the party delayed in performing such obligation ("Force
Majeure Events"), then the period of such delays shall be deemed added to the
time herein provided for the performance of any such obligation and the
defaulting party shall not be liable for losses or damages caused by such delays
provided that timely notice has been given as required below. If a Force Majeure
Events occurs, the party affected by the Force Majeure Event shall take measures
to mitigate and minimize the effect of such Force Majeure Event and to continue
with the performance of its obligations under this Agreement. If SELLER is
delayed in the progress of its work by a Force Majeure Event, written notice
thereof setting forth in reasonable detail the cause for the delay and
anticipated duration and effect of the delay shall be given by SELLER to BUYER
not later than seven (7) calendar days after the start of the event causing the
delay.

10. INDEPENDENT CONTRACTOR. The parties are, for all purposes,
independent contractors. Neither party shall be liable for the debts,
obligations or responsibilities of the other

party, and neither party shall have the right or authority to assume or create
any obligation or responsibility (whether expressed or implied) on behalf of or
in the name of the other party or to bind the other party in any manner. SELLER
shall be fully responsible for providing any and all compensation and other
benefits to its employees; will make all appropriate tax, social security,
Medicare and other withholding deductions and payments; and will make all
appropriate unemployment tax payments.

11. LIENS. SELLER shall defend and hold BUYER harmless from any
and all liens, including without limitation mechanic's or materialmen's liens,
asserted against the Equipment, Software or any portion of the System, including
without limitation those that are based on SELLER's negligence or intentional
misconduct (whether by act or omission). In the event that such a lien is filed,
SELLER shall immediately procure the discharge thereof at its own cost and
expense.

12. Termination. (a) BUYER'S RIGHT TO TERMINATE CONTRACT. BUYER
shall have the right to terminate this Agreement with no further obligation of
any kind whatsoever for any of the reasons set forth in subparagraphs (a) or (b)
of this Section 12. In the event of termination pursuant to this Section, BUYER
shall have no obligation to pay SELLER the unpaid balance of the Contract Price,
but SELLER shall, within seven (7) days of such termination, convey to BUYER
good and marketable title to the Equipment and Custom System Software, and good
and marketable title to the license to the Base System Software (subject to the
restrictions contained herein), free of any and all liens and/or any other
encumbrances. In addition, BUYER may also seek any other remedies, contractual,
legal, equitable or otherwise, which may be available to BUYER.

(i) Insolvency, failure to pay debts as they become due or
bankruptcy of SELLER.

(ii) Failure of SELLER to comply with one or more material
provisions of this Agreement, unless SELLER shall have corrected such
failure within a reasonable period of time (which in no event shall
exceed ten (10) days) after BUYER shall have provided SELLER written
notice of the existence thereof.

In case of such termination, BUYER shall nevertheless be responsible
for the reasonable value of that portion of the installation accepted by BUYER;
subject, however, to BUYER's right at its option but without limitation, be
entitled to have SELLER's work completed by others and to recover as damages
from SELLER the amount, if any, by which the cost of completion exceeds the
amount of the Contract Price remaining unpaid by BUYER at the time of such
termination, not to exceed Five Percent (5%) of the Contract Price.

(b) SELLER's Right to Terminate Contract. SELLER may terminate
this Agreement for any material default by BUYER in the performance of its
obligations including, but not limited to, the failure to make timely payments
in accordance with Section 3 hereof, if such default continues for a period od
thirty (30) days after written notice from SELLER of such default. In no event
shall SELLER be held responsible for damages resulting to BUYER as a result of
SELLER's termination of this Agreement pursuant to this Section 12(b).

13. CONFIDENTIAL INFORMATION. Each of the parties acknowledges and
agrees that, in connection with this Agreement, the other party has disclosed,
and may in the future disclose, to the other party Confidential Information.
"CONFIDENTIAL INFORMATION" means information disclosed to a party or known to a
party as a consequence of or through this Agreement, and includes trade secrets
or any other like information relating to the business and/or field of interest

of the other party, including without limitation information relating to
inventions, disclosures, processes, systems, methods, formulas, patents, patent
applications, machinery, materials, research activities and plans, costs of
production, contract forms, prices, volume of sales, marketing methods and
plans, promotional methods, product plans, and lists of names or classes of
customers or suppliers. Excluded from the scope of Confidential Information is
any information that (i) was known to the receiving party prior to its receipt
from the disclosing party, (ii) is or becomes part of the public domain other
than by the fault of the receiving party, (iii) is rightfully disclosed to the
receiving party by a third party that is legally free to disclose such
information, or (iv) is required by a judicial order or decree of governmental
law or regulation to be disclosed, provided that the receiving party promptly
notifies the disclosing party of such requirement and reasonable opportunity is
allowed by the receiving party for the disclosing party to file for and obtain a
protective order or otherwise proceed to protect under applicable law the
interests of the disclosing party. All Confidential Information shall be held in
strict confidence by the receiving party and may not be used, directly or
indirectly, by the receiving party for any purpose except in performance of its
obligation under this Agreement. Upon the completion of this Agreement, all
Confidential Information, to the extent reduced to tangible form, shall, at the
sole discretion of the disclosing party, either be returned to the disclosing
party or destroyed by the other party and an officer's certificate shall be
delivered to the disclosing party by the other party certifying to such
destruction.

14. DEVELOPMENT PROCEDURES. BUYER and SELLER generally agree to
cooperate in good faith and in a commercially reasonable manner to provide for
the efficient administration of necessary design and Installation activities
requiring the participation of SELLER and BUYER and their respective agents,
contractors and representatives.

15. HEADINGS. The captions and paragraph headings used in this
Agreement are inserted for convenience of reference only and are not intended to
define, limit or affect the interpretation or construction of any term or
provision hereof.

16. EXHIBITS. All exhibits referred to in this Agreement are
attached and are deemed incorporated in and a part of the terms of this
Agreement by this reference.

17. COUNTERPARTS. This Agreement or any Change Orders or
instructions pursuant to this Agreement may be executed in multiple copies, each
of which shall be deemed an original and all of which taken together shall
constitute one instrument.

18. ENTIRE AGREEMENT. This Agreement, including all exhibits
attached hereto and future Change Orders, constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement. All
prior or contemporaneous agreements, understandings, representations, warranties
and statements, oral or written, are superseded.

19. ATTORNEYS' FEES. If either party commences legal proceedings
(including any Arbitration) for any relief or declaration of rights against the
other party arising out of this Agreement, the losing party shall pay the
prevailing party's reasonable legal costs and expenses, including, but not
limited to, actual attorneys' fees and disbursements.

20. FACSIMILE TRANSMISSIONS. A facsimile transmission of the
executed signature page from this Agreement, or any other documents to be
delivered in accordance with this Agreement, shall constitute due and proper
execution of such document, and any party making such facsimile transmission
will be deemed to have agreed to deliver a copy of such document

bearing the original signature of such party no later than three (3) business
days following the date of the facsimile transmission.

21. PROTECTION OF AFFILIATES. Whenever in this Agreement a party
is obligated to indemnify, defend and/or hold harmless another party, such
obligation to provide indemnification shall be deemed to include indemnification
of the officers, directors, shareholders, partners, members and agents of the
party entitled to indemnification, who are expressly declared to be third party
beneficiaries of this Agreement for purposes of the enforcement of such
indemnification rights.

22. REPRESENTATION OF AUTHORITY. In the event that a party to this
Agreement is a legal entity, such as a corporation, partnership, limited
liability company or trust, the individual(s) executing this Agreement on behalf
of such party shall, as a result of such execution, be deemed to represent and
warrant that such person(s) has the authority to cause such party to enter into
this Agreement as a legally binding contract by execution of this Agreement.

23. INTERPRETATION. Each party acknowledges that the terms of this
Agreement have been negotiated and that any rule of construction or
interpretation of a written document against the draftsperson shall not apply to
the interpretation or application of this Agreement. If any provision of this
Agreement is determined by a court of competent jurisdiction to be illegal or
unenforceable, such provision shall be deemed to be severed and deleted, and
neither such provision, its severance nor deletion shall affect the validity of
the remaining provisions of this Agreement. This Agreement shall be interpreted
simply and in accordance with its fair meaning.

24. ARBITRATION OF DISPUTES.

24.1 Except as provided in Section 24.2 below, in the event of any
disagreement or dispute between BUYER and SELLER arising hereunder, either party
shall be entitled to have such dispute or disagreement determined by binding
arbitration in accordance with the procedure provided in this Section
("Arbitration"). Any Arbitration permitted pursuant to this Section shall be
commenced and conducted in accordance with the California Code of Civil
Procedure Section 1281, et. seq., and the discovery procedures established by
the American Arbitration Association. permitted by California Code of Civil
Procedure Section 1283.05 shall apply. Venue may be had in any location wherein
venue would be appropriate for any court of competent jurisdiction. The
Arbitration award rendered shall be final and binding and judgment may be
entered upon it in accordance with applicable laws by any court having
jurisdiction thereof. The arbitrator shall prepare and provide to the parties a
written decision on all matters which are the subject of the arbitration,
including factual findings and the reasons which form the basis of the
arbitrator's decision. The arbitrator shall not have the power to commit errors
of law or legal reasoning and the award may be vacated or corrected pursuant to
California Code of Civil Procedure Section 1286.2 or 1286.6 for any such error
and shall otherwise be subject to judicial review for any such errors to the
same extent as a judgment entered in a judicial proceeding. The award of the
arbitrator shall be mailed to the parties no later than thirty (30) days after
the close of the Arbitration hearing. The costs of the Arbitration shall be paid
by the parties equally, provided the prevailing party shall be entitled to an
award against the other party of any costs paid or incurred by such prevailing
party in such Arbitration in addition to all other relief awarded.

24.2 Arbitration Procedure. BY INITIALING IN THE SPACE BELOW, YOU
ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
ABOVE STATED "ARBITRATION OF DISPUTES" PROVISION DECIDED BY A

NEUTRAL ARBITRATOR(S) AS PROVIDED BY CALIFORNIA LAW, AND YOU ARE GIVING UP ANY
RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.
BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER
APPLICABLE STATE LAW. THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. THE UNDERSIGNED HAVE
READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF
THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL
ARBITRATION

/s/ AG /s/ TT
----------------- ----------------
SELLER's Initials BUYER's Initials

24.3 Exclusions from Arbitration. Notwithstanding any other
provision, the following matters are excluded from the Arbitration agreement:
(a) a judicial or non-judicial foreclosure or any other action or proceeding to
enforce a deed of trust, mortgage or other security device encumbering the
Property; (b) an action for bodily injury or wrongful death; (c) any provisional
remedies such as attachment, injunction, receivership, and the filing of a
judicial action to enable such a provisional remedy to be obtained shall not
constitute a waiver of the agreement to submit certain disputes to Arbitration;
and (d) any action to expunge any lis pendens or otherwise eliminate any notice
recorded or filed in violation of this agreement and/or any action for damages
or other relief arising from such violation.

25. NOTICES. Wherever under this Agreement one party is required
or permitted to give written notice to the other, such notice, (a) if delivered
personally, shall be deemed given when delivered in hand to an appropriate
representative of the other party, (b) if delivered by mail, shall be deemed
given three (3) days after being mailed by United States mail, registered or
certified mail, return receipt requested, postage prepaid, and addressed as
described below, or (c) if delivered by telecopy, shall be deemed given when
sent to the fax number set forth below and confirmed (with the notice
concurrently mailed as provided above):

XXXXXXXX, INC.

Attention: Chief Financial Officer

Address: 0000 Xxxxx Xxx Xxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000

GARTNER STORAGE & SORTER

SYSTEMS OF PENNSYLVANIA

Attention: Xxxxxxx Xxxxxxx, CEO
Address: 0000 Xxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxxxx 00000-0000
Facsimile: 724/657-6722

26. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California.

IN WITNESS WHEREOF, BUYER and SELLER have executed this
Agreement to be effective as of the Effective Date designated above.

"BUYER" "SELLER"
XXXXXXXX, INC. GARTNER STORAGE & SORTER
A Delaware Corporation SYSTEMS OF PENNSYLVANIA

By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
------------------------ ---------------------------

Print Name: Xxxxxxx Xxxxx Print Name: Xxxxxxx Xxxxxxxx

Title: EVP, CFO and COO Title: CEO

EXHIBITS

Exhibit A: EQUIPMENT (including Framework)

Exhibit B: SOFTWARE

Exhibit C: TIMELINE

Exhibit D: SPECIFICATIONS AND FUNCTIONALITIES

Exhibit E: FORM OF CHANGE ORDER

EXHIBIT A

Qty. Description Price
----- -------------------------------------------------- ---------

System

1 Servers W/ Printer and associated cabling 55,850

Zone A Embroidery

1 Controller PC W/ Printer, 42,350
1 Main Enclosure 13,955
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 77,650

Zone B Embroidery

1 Controller PC W/ Printer, 42,350
1 Main Enclosure 13,955
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 77,650

Hanging/Hooping Areas

1 Controller PC W/ Printer, 42,350
4 Interface PC 17,600
1 Main Enclosure 10,955
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 74,755

Buffer 1

1 Controller PC W/ Printer, 32,350
1 Main Enclosure 10,074
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 52,710

Trolleys To/From Zones A, B, and C

1 Controller PC W/ Printer, 32,350
1 Main Enclosure 10,430
Lot Block I/O W/associated Proximity, & Limit Switches 18,670

Unhoop, Trim, and Press

1 Controller PC W/ Printer, 32,350
1 Main Enclosure 10,160
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 79,380

Quality and Fold and Bag Area

1 Controller PC W/ Printer, 32,350
2 Interface PC 8,800
1 Main Enclosure 10,955
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 75,670

Buffer 3 Exception, and Misc.

1 Controller PC W/ Printer, 32,350
1 Interface PC 4,400
1 Main Enclosure 10,250
1 Remote Enclosure 8,560
2 Field enclosures 9,560
Lot Block I/O W/associated Proximity, & Limit Switches 75,260

Hardware Total 1,124,769

EXHIBIT B

SOFTWARE

1. Software Definition

All software provided by SELLER to control conveyor systems, display
information on operator interface devices, or read field devices that are part
of the supplied conveyor systems constitutes (except as provided below) the
"Base System Software." The embroidery processing code that includes algorithms
used to prioritize orders and selection of threads, the quality control PC
applications, and all screens and reports for the prior listed functions
constitutes the "Custom System Software." The Base System Software and Custom
System Software are collectively referred to as the "SOFTWARE."

SELLER will provide a GOH Control System ("GCS ") that will support the
System's Specifications and Functionalities. This includes all Garment on Hanger
("GOH") functionality, the software integration of the Warehouse Control System
("WCS") with the "Embroidery System," the integration of the GCS system into the
WCS system, and all data transfers from the GOH system into the WCS System that
are required to support the System's Specifications and Functionalities.

BUYER will be responsible for all modifications to the WCS system, as
well as the transmission of data to the GCS system. SELLER will be responsible
for transmitting data to the WCS system as reflected in the Specifications and
Functionalities.

2. Software development

SELLER will provide a detailed Software development timeline to BUYER
no later than May 30, 2003. This timeline will include without limitation:

- Functional specifications design, review, and approval

- Network purchase, installation and implementation plan

- Development schedule

- Implementation

- Training Plan

- On-site support

- Final acceptance plan

SELLER will provide BUYER a "CHANGE CONTROL" process acceptable to
BUYER by May 15, 2003. This will include without limitation: hardware and
software design specifications, interactive screen layouts, data base changes,
report specifications, and integration to the WMS and Embroidery System.

Any changes to Specifications and Functionalities of the System that do
not have a material effect on the deliverable project will be provided at no
charge by SELLER.

Any changes to Specifications and Functionalities that have a material
effect on the deliverable project must be agreed to by SELLER and BUYER within
the Change Control procedure outlined above. SELLER will xxxx the BUYER for
these changes at an hourly rate of $60 for labor charges. SELLER will xxxx the
BUYER for all travel and other expense charges at the actual expense to SELLER.
All additional material charges will be billed at the standard markup fee by
SELLER. BUYER will incur no charges for any changes not approved by BUYER in
advance of change. SELLER will provide an itemized invoice for any changes
within two weeks of change with 30 days payment terms.

SELLER agrees that BUYER's employees will require periodic interaction
with SELLER's development staff at Xxxxx Engineering. SELLER will periodically
provide to BUYER at Xxxxx Engineering, located in Auburn Hills, Michigan, a
suitable work environment for up to two of BUYER's employees. BUYER's staff can
use Patti's location for any and all purposes related to the development of the
System. This work environment will include, but is not limited to: access to a
work space; connectivity on the development network; access to Microsoft Office
Products; access to the internet; and access to any and all software products
used by Xxxxx Engineering for the development of the System.

3. Licensing and Rights of Ownership for Software

SELLER will provide and transfer to BUYER all licenses required from a
third party vendor at no further charge to BUYER. This will include a license
for any product used in the development of the System as well as a fully
paid-up, perpetual license for Software used in the function of operating the
System. A fully paid-up, perpetual license will be provided for every
workstation designated in the architectural drawing of the System.

SELLER shall retain all ownership rights of the Base System Software in
accordance with California laws and can use, resell or modify the Base System
Software for any business use SELLER determines, with no compensation to BUYER.
SELLER will provide BUYER with both the program and object code for the Base
System Software. BUYER agrees that the BUYER can use and/or modify the Base
System Software for its own business use only; provided, however, that BUYER
shall have the right to transfer the Base System Software (together with all
related manuals, rights and related property) as part of the sale, whether
directly or as a result of a stock acquisition, of the System to any third
party.

BUYER shall receive from SELLER and have all ownership rights of the
Custom System Software in accordance with California laws, and can use, resell,
or modify the Custom System Software for any business use BUYER determines, with
no compensation to SELLER. SELLER will provide BUYER with both the program and
object code for the Custom System Software. SELLER agrees that SELLER cannot
use, modify or sell the Custom System Software, or any derivative software,
without the express prior written consent of BUYER, which consent may be
withheld in the sole discretion of BUYER.

4. Documentation

SELLER will provide BUYER a draft of the following documentation 30
days prior to Installation of network hardware Equipment:

User Manual that contains information related to:

- Station overview

- Safety

- Operating instructions, station specific

- Start up, operation, shut down

- Control panel/screens

- Password ID, Logon, Logoff

- Frequently asked questions

Supervisors Manual that contains information related to:

- System overview

- Safety features and operations

- Control operations, by area

- Balance load, by area

- Troubleshooting, with list of possible failures

- Error correction procedures

- Jam clearing

- Inquiries and reports

- Glossary of Terms

Preventative Maintenance Manual that contains information related to:

- Recommended spare parts list

- Recommended maintenance schedule and procedures

- Repairs

- System diagrams

Technical Specifications Manual that includes information related to,
but is not limited to:

- Overall Hardware schematic, including functions and
specifications

- Individual Network flowchart, including functions and
specifications

- Mechanical controls specifications and functions

- Software definition, including functions, specifications,
report layouts, screen designs, object control definition and development
parameters.

SELLER will provide BUYER a final version of the documentation manuals
listed above no later than the date of Production Acceptance.

5. Training

SELLER will provide training of up to 100 hours at a site to be
determined by BUYER for each area listed below. BUYER will determine number of
users to be trained in each area listed below. BUYER has the option of sending a
limited number of users to the main assembly plant that SELLER uses for
pre-installation Preventive Maintenance training and mechanical usage. Training
will focus on areas identified in the documentation manuals listed in Section 4,
above, of this Exhibit B.

Supervisor training that allow users to be proficient in the following
functions:

- System Overview

- Safety

- Start Up/Shut Down

- Log on/off

- Operating instructions, by area

- Balance load of system

- Staffing/planning tools within system

- Troubleshooting

- Inquiries and Reports

Technical training that allow users to be proficient in the following
functions:

- Overall Hardware design and functionality

- Individual Network design and functionality

- Mechanical controls specifications and functions

- Software definitions and usage including functions,
specifications, report layouts, screen designs, object control definition and
development parameters.

- Preventive Maintenance training that will allow users to be
proficient in the maintenance of all mechanical hardware developed in the
System.

SELLER will provide BUYER the training schedule no less than 30 days
prior to installation of network hardware Equipment, including but not limited
to:

BUYER will be responsible for providing training to all users not
agreed upon as a "Supervisor" or a "Technician". BUYER will provide a list of
Supervisors and Technicians to SELLER after the training schedule is provided by
SELLER, and no less than 7 days prior to implementation of training.

BUYER agrees that some third-party vendor's software will be used in
the development of the System. SELLER will provide a list of third party vendor
software used in the development of the System and a recommended training plan.
BUYER will be responsible for all costs associated with this training.

6. Support

SELLER will provide BUYER on- site support for 30 days after Production
Acceptance of the System.

SELLER will provide BUYER telephone support 24 hours/7 days at no
charge for one year after the Production Acceptance. SELLER will provide a
telephone number that will be answered by a technician from the hours of 9am-6pm
EST, Monday through Friday, except holidays. SELLER will provide a telephone
number that a message can be left at outside of the hours and days listed above.
SELLER will call back within one hour of the initiation of the service call.
SELLER will provide a list of holiday dates for the year after the Production
Acceptance.

EXHIBIT C

TIMELINE

T-zero: Building Available to Install Equipment (not later than 10/06/03)

11 Weeks after Building Availability: Equipment Installation Complete

2 Weeks after Equipment Installation Deadline Date: Software Installation
Complete

4 Weeks after Software Installation Deadline Date: Test Acceptance Completion

4 Weeks after Test Acceptance Deadline Date: Production Acceptance Completion

EXHIBIT D

SPECIFICATIONS AND FUNCTIONALITIES

OPERATIONS DESCRIPTION FOR GOH SYSTEM

PROPOSED SYSTEM

To accomplish the goals set forth for this project, XXXXXXXX requires an
integrated GOH system that has both single garment and trolley transport.

In its simplest form, the system calls for batch picking of blank garments from
the flat storage area and inventory carousels to be embroidered. Hanging will
take place on the mezzanine at the point of pick from the tote. Garments, on a
single garment-hanging device, will be forwarded to a buffer. As work becomes
available, it is matched to an embroidery machine seeking a "best-fit" of work
for its current "thread" set-up. When individual garments are identified as
being appropriate for an embroidery machine run, they will be recalled from the
buffer and delivered on trolleys to the hooping department to receive an
appropriate embroidery hoop and pellon placement. The hooped garments will then
be conveyed to the targeted embroidery machine on the same trolley.

While a majority of the thread used will be stored locally at each machine, some
thread will be delivered on the system. The system will also be used to collect
thread removed from a machine to be returned to the thread library. If thread
changes are required and the threads are not at the embroidery station, the
selected threads will also be delivered to the embroidery machine on a separate
trolley, sequenced to arrive in front of the garments they have been selected
for.

After embroidery, garments will be delivered on trolleys to be un-hooped,
trimmed, steamed, pressed as required, inspected if required. At this point, the
garments will be separated back to their individual carrier and sent either to
the first buffer to await additional embroidery or sent temporarily into a
buffer storage section for eventual consolidation of a carton quantity. As
completed customer carton lots become available in the buffer, they will be
selected and advanced to fold and bag where they will be folded, poly bagged and
placed into shipping cartons.

XXXXXXXX will be developing the planning algorithms and planning software for
cartoning customer orders, constructing the waves, batches and machine loading
strings. (A string is a series of garments that have similar criteria for
processing, i.e., logo, garment color, or thread colors.) This planning
algorithm and planning software will reside on the control software of the GOH
system. The control system will calculate estimated process time for each
order-line to be used in

prioritizing work-flow. Work Station queues will be maintained using Standard
Work Time calculations based on information provided by the WMS system.

During peak month operations XXXXXXXX expects to embroider 5,000 garments per
hour.

The current number of embroidery machines contains 513 heads. It is expected
that this will grow to support the planned unit forecast. The projected maximum
embroidery heads for Phase I is 979 heads in 2008.

Xxxxxxxx'x current machine and head complement is listed below:

-------------------------------------------------
Heads Needles Machines Total Heads
-------------------------------------------------

1 15 3 3
-------------------------------------------------
2 7 3 6
-------------------------------------------------
6 5 3 18
-------------------------------------------------
6 7 12 72
-------------------------------------------------
6 15 10 60
-------------------------------------------------
12 7 8 96
-------------------------------------------------
12 9 4 48
-------------------------------------------------
15 5 3 45
-------------------------------------------------
15 7 6 90
-------------------------------------------------
15 9 1 15
-------------------------------------------------
20 7 2 40
-------------------------------------------------
20 9 1 20
-------------------------------------------------
- - 56 513
-------------------------------------------------

The exact future configuration of embroidery heads and machines is not known at
this time although preliminary results from simulations of the proposed system
suggest a more agile and flexible machine size is appropriate for the work mix.
(The 20, 15 and 12 head machines currently account for 69% of total heads). THE
TABLE BELOW SHOULD BE USED FOR MACHINE LAYOUT CONSIDERATIONS.

---------------------------------------------------------------------
HEADS MACHINES STATIONS EXTENDED HEADS
---------------------------------------------------------------------

20 0 0 0
---------------------------------------------------------------------
15 10 10 150
---------------------------------------------------------------------
12 12 12 144
---------------------------------------------------------------------
6 86 86 516
---------------------------------------------------------------------
2 83 - 166
---------------------------------------------------------------------
1 3 - 3
---------------------------------------------------------------------
TOTALS: 194 108 979
---------------------------------------------------------------------

THE 20 HEAD MACHINES WILL ORIGINALLY BE CONNECTED TO THE GOH SYSTEM BUT WILL
EVENTUALLY BE RETIRED TO MAKE ROOM FOR MORE EFFICIENT MACHINES. A STATION, OR
MODULE, WILL CONSIST OF EITHER ONE 15-HEAD; ONE 12-HEAD OR A COMBINATION OF ONE
6-HEAD AND ONE 1-HEAD OR ONE 6-HEAD AND ONE 2-HEAD MACHINE.

- STORAGE

Storage of garments for the proposed system will be entirely done in flat packed
cartons and totes. Partial box quantities will be stored in totes. Totes will be
stored in carousels and in the forward portion of the rack locations.

A system of horizontal carousels, with automatic robotic input/output (I/O)
devices, will be used to support the picking of open partial totes of garments.
One open tote per sku, of faster moving skus, will be stored in the carousel
system and will always be the first to be used to satisfy orders when picking
individual garments. Medium and slower moving skus will also have a partial case
in a tote and these will be placed in the forward storage rack. Full cases will
be stored in the rack to be used if full cases are required to satisfy a pick,
or to replenish a partial tote that has been depleted.

- FLAT TO HANG

Waves of work will be fed to the embroidery floor. These waves will be organized
for picking utilizing both the partial totes from the carousel system, partial
totes and full cartons from the storage rack. The wave requirement for picking
will be determined and then concurrently picked in order to complete a wave in a
timely fashion.

The planning process will attempt to plan, load and prioritize the shop floor
with an optimal workload considering the customer service and floor loading
issues at the time.

Totes picked from the carousel and from the rack storage will be placed onto a
conveyor at Induction that will deliver them to individual hanging workstations
located on the mezzanine above embroidery. Cartons picked from the rack will
have their contents transferred to totes before they are placed onto the
conveyor.

The operator will log in/out of her station to identify her/himself for
productivity and reporting purposes. The operator will have the ability to
signal to the system that there is no work available to process.

Workstations will be situated alongside an in-feed conveyor. Inbound totes will
queue up on this conveyor and be available to employees in the Hanging
Department where the picking selection will be done. When ready the employee
will slide a tote to her/his workstation. As a tote is presented to an operator
its barcode label will be scanned, a communication device will indicate to the
operator the sku being processed and how many units are required from that
carton. Garments selected from the flat packed totes will be hung and placed

onto the automated material handling system using a garment clamp that has an
RFID chip attached.

Upon removal from the carton each garment will be associated to the carrier by
the system. The garment and carrier will stay together throughout the entire
production process providing tracking and control. The system will read the chip
on the carrier and verify the sku count as the carrier exits the workstation.
The requirement will be decremented as this exit occurs and the remaining amount
required will be updated on the communication device. The system should verify
that the carrier is not empty.

Partial totes will be returned to the carousel for storage by the conveyor
system or for put away in the rack. Plastic bags removed from garments may be
collected and disposed of with a vacuum collection system at the workstation.
Tissue and pins will also be collected.

Exceptions in this department may include:

- Wrong sku, color, size, etc. in tote

- Short quantity in tote

- Duplicate tote

- Wrong tote

- Over picks

- Pure no reads for hanger device

- No reads for tote label

Exceptions will be handled through an independent RF input device in this
department to keep productivity high and to focus the disruption upon a
supervisor capable of solving the various problems that may arise. The operator
will call the supervisor by pressing a call "button" at the workstation.

There will be a continual supply of empty hooks in the workstation, once an
employee turns on that station.

THE TARGET CAPACITY FOR THIS SECTION WILL BE 4,000 GARMENTS PER HOUR. It is
smaller than the logo target as some garments will receive multiple logos.
Non-embroidered garments will not pass through this Flat-to-Hang workstation.
See the chart in the rear of this document for all the target capacity
requirements.

- BUFFER STORAGE I

After hanging, all garments will enter an automated buffer where they will be
staged. Garments will arrive into the buffer in random order from the hanging
stations. The control system will track garments into the buffer and know when
any garments are available to be selected for an embroidery machine.

It is expected that there will be multiple exit points from within the buffer to
support the rapid retrieval and organization of garments for a work string.

THE BUFFER IS TO BE 5,000 GARMENTS IN THE FIRST PHASE OF INSTALLATION, WITH
SPACE LEFT AVAILABLE TO EXPAND TO 6,000 IN FUTURE PHASES.

Exceptions relative to the buffer may include:

- "No reads" coming into the buffer

- "No reads" or miss-sorts coming out of the buffer

- Missing garment

Since the buffer will be above the floor and off of the mezzanine, physical
access to resolve exceptions will be provided as required.

Garments leaving the buffer will exit on single garment carriers until the
appropriate embroidery "group" is placed onto an idler trolley for transport to
the hooping stations. THE IDLER TROLLEY WILL HOLD EIGHT IDLER WHEELS.

- HOOPING

Garments exiting the buffer will be conveyed on trolleys directly to the hooping
department. The feed of workstations will be round xxxxx within the focus of
selected stations. Garments will be hooped based upon the current logo scheduled
for a garment.

Hooping stations will be organized by logo location first and hoop size second.
This will be controlled by supervisor setup. Some stations will remain flexible
depending upon the work mix.

The workstation should support easy hooping as well as the simple removal from
and placement back onto the transport system. The garment clamp/carrier will
remain on the garment during the hooping process. Room at the workstation must
be available for the staging of hoops used in the process.

Pellon is placed inside the garment at the time of hooping. Pellon materials
must be stored at the workstation and replenished regularly. Empty hoops must
also be available and replaced regularly. There must be room to store the
necessary supplies at the workstation.

The operator communication device at the workstation must inform the operator of
the following:

- Station setup

- Trolley number

- Quantity expected

- Pellon type

- Logo location

- Hoop size

Exceptions will be processed, validated and corrected at a focused workstation
in this department and may include:

1. "No reads" for the trolley coming into the department

2. No logo location on file for this garment

3. Special placement instructions

4. No logo on file for this garment

5. No pellon listed for this garment

6. Garment diverted to wrong type of station

Four of the workstations in the department will require screens and
terminals to handle exceptions and special processing.

The operator will log in/out of her station to identify her/himself for
productivity and reporting purposes. The operator will have the ability
to signal to the system that there is no work available to process. A
supervisor call button is required at each workstation.

HOOPING CAPACITY WILL BE 5,000 LOGOS PER HOUR. See the chart at the end
of this section for the projected quantity of workstations.

1. THREAD LIBRARY

Once garments have been selected from the buffer and assigned to a
machine, the control system will determine whether or not the
particular machine will have the appropriate threads for the required
logo. If the thread is available on or at the machine the garments will
be dispatched to the machine. If the thread is not available at the
machine the correct thread will be picked and married to a trolley to
travel to the appropriate work-cell to arrive in front of the garment
trolley(s) they are for.

Thread carriers (six-packs) with six spools of thread each will be
mounted on a trolley. The carrier will have a chip or barcode for
identification. The carrier and thread spools will travel back to the
thread library after use at the machine.

We anticipate storing at or on the embroidery machine the top 20 thread
colors that account for 57% of thread hits and usage. The carrier with
six spools will be stored as a unit in a vertical shuttle for ease of
retrieval and secure, controlled storage. The thread library must store
5,600 cartridges of 6 spools each.

WE EXPECT TO PULL 4.5 (ON AVERAGE) AND 10 (SPIKE DEMAND) SIX PACKS PER
MINUTE TO PLACE TO TROLLEYS.

Exception items occurring at the thread library may include:

2. "No reads"

3. Calls for incorrect thread

4. NO calls for thread when required

5. Spool/s missing from six pack.

In addition, garments that cannot be satisfied because thread is not
available, must not be passed to the embroidery floor, but instead
"flagged" and routed back into the first buffer until a solution can be
generated. The flagging activity should highlight the problem upon the
screen of a supervisor who can accelerate corrective action.

The operators will log in/out of the station to identify her/himself
for productivity and reporting purposes.

6. EMBROIDERY

All garments will be identifiable and traceable. Garments will be
dispatched to specific machines on trolleys and placed in proper order
on the accumulation rail behind the operator to satisfy the "best-fit"
planning scenario

Garments will be on one or two trolleys for each machine cycle,
depending upon the number of heads on the target machine. New thread
colors, if required will be on a separate trolley. Thread trolleys must
arrive in front of the garment trolleys they support.

If a thread trolley is present, this signals the operator that a change
for the garments on the following trolley(s) is being requested. The
operator must scan the bar code on the thread carrier to receive the
instructions as to which needle must be changed. The operator can start
the change by positioning the new thread spools and tying off the
thread. The operator must confirm that the thread is being loaded and
to which needle position, through a series of prompts and answers. The
requirement for any additional threads to be loaded from the local
library must also be presented to the operator. Of course the new
thread cannot interfere with an old thread that may be running at this
time. When the current embroidery cycle is finished, the thread can be
tied off and pulled through the needle. The next cycle started after
all the garments are unloaded, new garments loaded, the pattern and
needle assignments programmed into machine.

Each new cycle must be prevented from starting until confirmation of
all correct settings has been confirmed. Settings include logo, thread
mounting, and speed.

If there is no thread trolley in front of new garments, scanning the
garment trolley must provide the operator with the instructions. This
may include using the existing thread setup, or making a change using
one of the 20 locally stored thread colors. When any thread spool is
changed the operator must be prompted to identify the spool going on
and the needle of the new placement, to confirm it is properly loaded
to meet the system instruction. The system can then track the thread
set up of all machines and needles, which supports the "best fit"
scenario for planning.

The labels on thread six packs must be bar-coded and man readable.

The operation of changing threads is done at the rear of the machine.
Pulling and tying off of threads is also done at the rear most of the
time. Loading and unloading garments is performed at the front of the
machine. The nature of the communication display, the scanner and their
placement must allow this flexibility.

The operator will remove garments from the accumulation rail and
position them to a "spotting" hook in preparation for the next machine
cycle.

When thread spools are removed from heads they will be either staged at
the local library, or collected on a thread carrier and placed onto the
transport system for return to the thread library. It is assumed that
the thread carrier will carry six spools and have a hanger top similar
to the garment carrier. The thread carrier will have an RFID chip
identifier for tracking and routing purposes.

We visualize the WCS as conducting a "conversation" with the operator
to assure that the correct steps are performed in the correct sequence
relative to embroidery machine setup, run, and changeover. Next tasks
are to be directed and requiring confirmation by the operator.

The operator will log in/out of her station to identify her/himself for
productivity and reporting purposes. This will assist in shift change
communication and in assessing quality operations. The operator will
have the ability to signal to the system that there is no work
available to process.

Exceptions in this department may include:

1. "No reads" coming to the machine accumulation rail

2. No thread trolley when required

3. Wrong thread trolley or six-pack cartridge

4. Missing trolley/ies for 12/15 head machine

5. Wrong garment in sequence

6. Wrong logo in sequence

7. Excessive thread breaks

8. Garments being seconded

The operator must be able to call for a supervisor to assist in dealing
with exceptions or problems. The operator must also be able to call for
maintenance when required.

If production of garments cannot be completed due to thread shortage or
any other problem, the run will be aborted and the garments removed and
"flagged". These garments will be returned to the buffer to wait for a
resolution. The situation will appear on a supervisor's monitor to
alert him/her to the problem. If/when thread is available the removal
of the flags will change the priority on the affected garments and
release them to an available embroidery machine.

After embroidery the garments will be re-loaded to the empty trolley
for transport to the un-hooping area. The system must know which
trolley the garments are on at all times.

When the re-loaded trolley leaves the workstation, the system will
recalculate the amount of cycle time in the work queue at the
embroidery machine to maintain when the system must route additional
trolleys to this machine to maintain an adequate queue of work and to
have visibility of the planning queue in front of the "next" trolley.

EMBROIDERY CAPACITY WILL BE 5,000 LOGOS PER HOUR.

1. UN-HOOPING

The hooping area will be located upstairs on the mezzanine above
embroidery.

Trolleys coming in to the un-hooping stations can be distributed in a
round xxxxx order to the staffed workstations. Workstations can be set
up and focused by hoop size. A sufficient queue to provide constant
work flow should be present at each staffed workstation. Hoops should
be removed while the garment remains on the transport system. Hoops
must be collected by hoop type and size to facilitate re-distributing
to the hooping stations.

Approximately 95% of all hoops are of one size and the others sizes
comprise 5%.

Once un-hooped the garments will travel to the next processing
department, as required.

Exceptions that may occur include:

2. "No reads" coming into un-hooping

3. Sort to incorrect focused hoop station

4. Does not sort to any un-hoop station

5. Short quantity or empty hook

The operator has no communication device however the operator needs a
supervisor call button and a device to log in/out of station. The
operator will have the ability to signal to the system that there is no
work available to process.

THE RUN RATE FOR UN-HOOPING WILL BE 5,000 LOGOS PER HOUR. See the chart
at the end of this section for the projected quantity of workstations.

6. FINISHING

The finishing department is located on the mezzanine. These operations
will include trimming, pressing and steaming and final quality
assurance.

The first of the finishing stations is TRIMMING. Trolleys will be
distributed to the stations in round xxxxx sequence. A supervisor will
set up the stations and control their focus, if any.

In the trimming operations threads associated with the embroidery are
clipped. Pellon is removed from the back of the logo. Some pellon is
torn away and some pellon must be cut away. Room must be allowed for
collection of threads and pellon removed from the garments.

The operator requires a communication device. The display will signal
to the operator the following:

- Logo location

- Pellon type

- Number of jump stitches to be trimmed.

- Feedback for additional, unplanned, jump stitches.

- Feedback for touch-up

Exceptions in the trimming area may include:

- "No reads"

- Sorts to incorrect focused station (i.e., tear away vs. cut away?)

- Quality exceptions may be noticed at this station

The operator will log in/out of her station to identify her/himself for
productivity and reporting purposes. A supervisory call button is
required for the operator to call for assistance. The operator will
have the ability to signal to the system that there is no work
available to process.

THE RUN RATE FOR THIS DEPARTMENT WILL BE 5,000 LOGOS PER HOUR. See the
chart at the end of this section for the projected quantity of
workstations.

The next finishing operation is STEAM/PRESS. The distribution of work
will be round xxxxx. Trolleys will still be carrying the garment
hanger. There will be no focusing of workstations except for trousers.
Some fabrics will be steamed and some pressed. The workstation will
have the capability to do both operations.

Because garments will have had hoops on them for an extended period,
each logo will travel through these stations, after each logo
application.

Communication with the operator is required. The device must signal the
operator as to the location of the logo. The operator then uses her/his
discretion as to the process.

Exceptions in this functional department may include:

- "No reads" coming into the department

- If stations are focused, i.e., the garment may enter the wrong station

The operator will log in/out of her station to identify her/himself for
productivity and reporting purposes. A supervisory call button is
required to signal for assistance. The operator will have the ability
to signal to the system that there is no work available to process.

THE RUN RATE FOR THESE WORKSTATIONS WILL BE 5,000 LOGOS PER HOUR. See
the chart at the end of this section for the projected quantity of
workstations.

- RETURN OF THREADS

The thread trolley will be routed back to the Thread Library directly
after embroidery.

- FINAL INSPECTION

The last finishing operation is FINAL INSPECTION. There will be two
audit stations. The work will be captured manually by the inspector, or
electronically by routing a trolley to this station. The criteria for
selection may include logo, customer, sku, operator, or embroidery
machine.

This station will be a supervisory station and will have a PC terminal,
scanner, etc. The work-surface will be broad and clear for examining a
total garment. The operator will log in/out of her station to identify
her/himself for productivity and reporting purposes. The operator will
have

the ability to signal to the system that there is no work available to
process.

Exceptions in this functional department may include:

- "No reads" coming into the department, incorrect captures, if planned

- RE-HOOP

Garments requiring a second logo will be re-circulated for additional
embroidery after the Final Inspection operation, when the garment is
singulated. Should a garment(s) require an additional logo, the
garment(s) will be re-circulated to the buffer I for the second
scheduled logo. The garment(s) then follows the path outlined above,
but with a higher priority for release back to the embroidery floor.
Approximately 35% of garments receive secondary logos.

Exceptions may include:

- Not recognizing need for second logo

- Sorts to wrong station for second hoop

- BUFFER III

After Final Inspection, garments will again enter an automated buffer
system. This buffer is accumulating garments that are finished and
ready for packing. Garments in this buffer are on single garment
carriers.

In order to level load the packing functions it is necessary to pack
orders on a carton-by-carton basis. To accomplish this it is necessary
to "electronically box" customer orders. "Electronic" boxing consists
of pre-assigning garments and box size for all the garments on a
customer order. This information will be provided by the WMS system.
Since the system knows where every garment is and knows which garments
belong together in a common box, garments can be extracted from the
buffer, as carton lots are completed and available in the buffer.

THE CAPACITY OF BUFFER III WILL BE 4,000 GARMENTS.

Multiple exit points will accelerate the retrieval and sorting of the
garments from this buffer. Accumulating lanes will be the equivalent of
a carton to be packed. Twenty-four garments per carton are the nominal
carton load however there are many cartons that will have more or less
than 24 garments, and some as many as 36. We expect approximately 3.0
cartons per minute during peak season.

The system will verify that the garments staged are correct and
complete for the specific carton.

Exceptions in this functional department may include:

- "No reads" upon entering the buffer

- "No reads" coming out of the buffer

- Does not sort into the proper carton lane

- Does not sort into the proper garment sequence

- FOLD AND BAG

Once a carton lot is sorted out of the buffer it will be sent to a fold
and bag station in a slug of individual garments. Fold and bag is
located on the mezzanine. Garments will be removed from their carriers
and then folded, pinned (when necessary) and bagged. Each carton will
be scanned into the station. The system will link the slug of product
being folded with the carton being loaded. Cartons will then be placed
on a takeaway conveyor for additional processing.

A method of separating and identifying carton lots at the fold and bag
workstation will be required.

The feed to a workstation will be round xxxxx within a simple focus
group of Callaway or Xxxxxxxx workstations.

The operator will check for missing tags and labels. This department
will have the ability to reproduce a tag that may have fallen off
during processing. The operator will log in/out of her station to
identify her/himself for productivity and reporting purposes. The
workstation will require a supervisory call button for assistance. The
operator will have the ability to signal to the system that there is no
work available to process.

A conveyor carrying empty shipping cartons will feed cartons past each
workstation. The operator will retrieve a carton that has a carton
identification license plate. The license plate will be scanned to set
up the transfer of skus to the carton to support printing and
application of a carton contents label further along in the process.

The communication device will identify the following for the operator:

- Tissue type

- Poly bag style.

Exceptions in this functional area may include:

- "No reads" in the carton lot

- Incorrect garment in the carton lot

- Carton lot is not complete or correct

- Too many garments to fit into the box.

THE RUN RATE FOR THIS DEPARTMENT WILL BE 4,000 GARMENTS PER HOUR. See
the chart below for the projected quantity of workstations.

WORKSTATION CHART

The following chart represents the number of workstations that should
be considered in each function. This chart includes one extra station
in each function to support a supervisory, control or exception
processing activity.

System Requirements:

- 5,000 logos per hour; average of 4,000 embroidered garments per hour

- Average of 4 units per trolley

- 8 idler wheel capacity per trolley

- Garment length (below clamp) of 5' must clear all floors

- Typical operator height ranges from 5' - 5' 6"

- 2 shift operation with peak of 17.5 working hours per day

- PF&D = 10.64%

- Operation Yield = 99.5%

- System Errors including:

- Dropped garments < 1 garment per 1,000 garments through the
system

- Incorrectly routed garments (software or hardware) = 0

- Mechanical jams < 3 garments per 1,000 garments through the
system

- Daily system uptime > 99% of working hours

Specifications:

- Station delivery rates are listed below:

- Station delivery is satisfied when the operator has gained control of
the garment. I.e. garment must be in operator's hand and, when
necessary, removed from trolley or garment clamp.

- Station exhaust is satisfied when the operator has relinquished control
of the garment. I.e. garment must be out of operator's hand.

- Engineered Standard per unit is the time the operator takes, between
delivery and exhaust, to perform work on the garment.

- *Note: 1 unit of thread = 1 six-pack of the same color of threads.

-----------------------------------------------------------------------------------------------------------------------
Total # of Operators on 2 Operation Engineered
OPERATION # of Stations Shifts Hourly Throughput (units) Standard per Unit
-----------------------------------------------------------------------------------------------------------------------

Flat-to-Hang 18 36 4,000 15
Hooping 26 52 5,000 18
Embroidery Station 194 216 5,000 98
Thread Distribution* 2 8 600 5
Unhooping 7 14 5,000 4
Trimming - Pellon 37 74 5,000 25
Steam & Press 36 72 5,000 25
Fold & Bag 39 78 4,000 35
QA 2 n/a n/a
Total Operators: 550
Buffer I 4,000
Buffer III 4,000

Exhibit E

GARTNER/XXXXXXXX
PURCHASE AND INSTALLATION AGREEMENT

AGREEMENT CHANGE ORDER

To:_______________________________________________Change No.
_________
(Gartner Contact)

Date: __________________________

The following change(s) are to be made to the Agreement shown above and will be
binding when approved by both parties:

CONTRACT AGREEMENT RECORD

GARTNER
-------

Original Agreement $6,473,796 By:_________
Changes to Date $_________
Sub-Total $_________ Date:_______
This Change $_________

XXXXXXXX INC.
-------------

Revised Contract $_________ By:_________
Agreement Total $_________
Date:_______

Change Order Form 3/21/03

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