Misc. Outsourcing Agreements

OUTSOURCING AGREEMENT FOR
MANAGED SERVICES

BETWEEN

FEI Company
5350 NE Dawson Creek Drive
Hillsboro, Oregon 97124

AND

ATOS ORIGIN, INC.
430 Mountain Avenue
Murray Hill, New Jersey 07974

THIS AGREEMENT, effective as of 1st day of July, 2003 (Effective Date), sets forth the terms and conditions under which Atos Origin, Inc., a Delaware corporation (Atos Origin) shall provide FEI Company, an Oregon corporation (Customer), enterprise life cycle management, midrange and mainframe data processing and other services as more fully defined in the attached and future Descriptions of Services (the Services).

GENERAL TERMS AND CONDITIONS

1.                                       Entire Agreement And Conflicts

These terms and conditions, the initial and any subsequent Description of Services and each and every attendant Schedule together form the entire agreement and understanding between Atos Origin and Customer regarding the subject matter of this Agreement and are intended to supersede all previous agreements and understandings between Atos Origin and Customer regarding the subject matter.  Except for the sole purpose of initiating or authorizing the performance of Services by Atos Origin under a Description of Services, Atos Origin and Customer agree that any and all terms and conditions set forth in a Customer purchase order, to the extent inconsistent with this Agreement, shall be void and have absolutely no force or effect for purposes of this Agreement and any interpretation thereof.   This Agreement, or any part thereof, may not be amended, or waived other than by in writing signed by all Parties hereto.

2.                                       DEFINITIONS

a.                                       General

Unless otherwise expressly defined herein, all referenced terms in this Agreement shall have the common meaning applied to them within the information technology services industry.

b.                                      Specific

The following words and terms shall have the following meanings when used in this Agreement and such definitions shall apply to both singular and plural forms of any such words and terms:

Acceptance Testing means the continuous testing, consistent with industry practice, to be performed by Customer to reasonably establish that the software functions in accordance with its Design as set forth at Schedule 1 attached hereto.

Agreement means these terms and conditions, the Description of Services plus any additional Description of Services and any other additional Schedule(s) as specifically agreed to in writing between Atos Origin and Customer.