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SUPPLY AGREEMENT FOR GOODS

This Supply Agreement for Goods (the "Agreement") is entered into as of [Date] by and between Sunrise Industries Inc., a [State] corporation ("Seller") and TechSource Solutions LLC, a [State] limited liability company ("Buyer").

1. DEFINITIONS

1.1. Goods

"Goods" means the products identified in Exhibit A, as may be amended by the parties from time to time.

2. SALE OF GOODS

2.1. Supply of Goods

The Seller agrees to supply, and the Buyer agrees to buy, the Goods under the terms and conditions of this Agreement. Exhibit A sets forth: (i) the specifications for the Goods, (ii) the pricing for the Goods, and (iii) the delivery schedule for the Goods.

2.2. Compliance with Laws

The Goods will be manufactured, packaged, marked, and otherwise prepared by Seller for shipment in compliance with all applicable laws and regulations in the United States, including without limitation import and export controls.

3. PURCHASE ORDERS

Buyer shall issue written or electronic purchase orders for the Goods which shall include minimum information as required by Seller such as product description, quantity, price, destination, and requested delivery date. Seller shall accept or reject each purchase order in writing within five (5) business days of receipt. Accepted purchase orders shall be binding on the parties and incorporated into this Agreement.

4. DELIVERY

4.1. Delivery Schedule

Seller shall deliver the Goods to Buyer in accordance with the delivery schedule set forth in Exhibit A, as the same may be amended by the parties from time to time.

4.2. Shipping and Insurance

All shipments of Goods shall be made F.O.B. Seller's facility. The risk of loss or damage to the Goods shall pass to Buyer upon delivery to a common carrier at Seller's facility. Seller shall arrange for shipment on Buyer's behalf and at Buyer's expense.

4.3. Late Delivery

If Seller fails to deliver the Goods within the time specified in the delivery schedule, Seller shall pay Buyer liquidated damages in an amount equal to 1% of the value of the affected Goods for each day of delay, up to a maximum of 10% of the value of the affected Goods.

5. PRICE AND PAYMENT

5.1. Price

The prices and payment terms for the Goods are set forth in Exhibit A. All prices are exclusive of taxes, if applicable, and shipping charges, which shall be paid by Buyer.

5.2. Invoice and Payment

Seller shall issue invoices for the Goods within 5 business days of delivery to the destination specified by Buyer in the purchase order. Invoices shall be due and payable within 30 days of the invoice date unless otherwise agreed upon by the parties in writing.

5.3. Late Payments

Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the highest rate allowed by law, whichever is less.

6. QUALITY STANDARDS AND INSPECTION

6.1. Quality Standards

The Seller represents and warrants to Buyer that the Goods will conform to the specifications set forth in Exhibit A and any samples furnished by Seller, and that the Goods will be free from defects in materials and workmanship.

6.2. Inspection

Buyer shall have the right, upon reasonable notice and during normal business hours, to inspect the Goods at Seller's facility for the purpose of verifying their quality and compliance with the specifications. Buyer shall be responsible for the costs of any such inspection if the Goods are found to be in compliance with this Agreement.

7. WARRANTY

Seller warrants that the Goods will be free from defects in material and workmanship and will conform to the specifications for a period of one (1) year from the date of delivery. If any Goods fail to meet this warranty, Seller shall, at its option, repair or replace the defective Goods, or refund the purchase price, provided that Buyer gives Seller written notice of the defect within thirty (30) days of discovering the defect.

8. DISPUTE RESOLUTION

8.1. Negotiation

If a dispute arises out of or relates to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.

8.2. Mediation

If the dispute cannot be resolved through negotiation, the parties agree to participate in mediation administered by the American Arbitration Association or another mutually agreed upon mediator, prior to resorting to arbitration, litigation, or some other dispute resolution procedure.

8.3. Arbitration

If mediation is unsuccessful, the parties agree to settle the dispute by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflicts of law principles.

10. MISCELLANEOUS

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be amended, except in writing signed by both parties. Any waiver of any breach of any provision of this Agreement by either party shall not operate as a waiver of any other breach of such provision or any other provision of this Agreement. Neither party may assign this Agreement without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Supply Agreement for Goods as of the date first above written.

Sunrise Industries Inc.
______________________________
[Authorized Signature]
[Typed Name and Title]

TechSource Solutions LLC
______________________________
[Authorized Signature]
[Typed Name and Title]

Exhibit A: Goods, Pricing, and Delivery Schedule [To be attached]