Berks Plant design and Maintenance, Inc. standard terms and conditions of sale:

1. Governing Law. This agreement shall be governed by and construed in accordance with the Uniform Commercial Code--Sales. Wherever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania as effective and in force on the date of this agreement.

2. Integrated Agreement. The terms of this contract are intended by the parties as a final expression of their agreement with respect to its terms and as a complete and exclusive statement of its terms.

3. Description of Machinery. Seller undertakes to transfer ownership and deliver possession to Buyer, and Buyer shall pay for and accept the items of machinery described in the quotation and invoice incorporated by reference herein. If, however, any of the terms or conditions of said quotation and invoice conflict with the terms or conditions herein, the terms and conditions of this agreement shall supersede those of the quotation or invoice.

4. Identification of Machinery. It is agreed that the identification of the Machinery shall not be deemed to have been made until both the Buyer and Seller have agreed that the Machinery in question are set aside and appropriated for the performance of this contract.

5. Time of Delivery. Buyer shall have the right to specify the date of delivery, but in no event shall the date specified be before the quoted date, and no more than 45 days after project completion. Delivery shall be made during regular business hours on the date specified.

6. Place of Delivery. The Machinery will be delivered to seller FOB Leesport, PA, uncrated unless expressly quoted otherwise.

7. Notification of Delivery. As soon as the Machinery being sold under this contract is ready at the agreed location where the Buyer may take delivery, the Seller will send immediate notification to the Buyer as to that fact and as to the dates and times at which the Buyer may take delivery after inspection.

8. Price. The price of the Machinery is set forth in accepted quote and invoice, which supersedes any other document.

9. Payment within Time Period. Balances are due as per quotation and invoice from the Seller. The parties agree that all payments still owing after the due date will bear interest at the annual rate of 12 percent.

DISCLAIMER OF EXPRESS WARRANTY

10. Buyer's consent in the event of nonpayment. Buyer agrees that if Seller must institute litigation to collect any outstanding billings, that Seller shall be entitled to a reasonable attorneys' fee of 25% of the total amount due, or actual attorneys' fees, whichever is greater, plus all costs for the lawful collection of these billings. Buyer further agrees that venue and jurisdiction of any such case shall be in the courts of Philadelphia, Pennsylvania.

11. Disclaimer of Express Warranty. SELLER HAS MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE MACHINERY BEING SOLD THAT HAS BECOME ANY BASIS OF THE BARGAIN. FURTHER, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE MACHINERY BEING SOLD THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE MACHINERY WOULD CONFORM TO ANY AFFIRMATION OR PROMISE.

12. Seller has informed Buyer that the Machinery being sold is used, as-is, Reconditioned, or rebuilt as per quotation and invoice. Seller has promised Buyer that the machinery shall be delivered as per quotation. No other promises relating to used or reconditioned Machinery has been made by Seller.

13. Right of Inspection. Buyer shall have the right to inspect the Machinery at the time and place of delivery before paying for it or accepting it.

14. Allocation of Risk of Loss. Any risk of loss associated with the Machinery remains with the Seller until the time of acceptance of the Machinery by the Buyer at the place of delivery, after inspection has been completed. After acceptance of the Machinery, the risk shall be exclusively the Buyer's. The risk of loss remains with the Buyer, even regarding Machinery that is subsequently returned to the Seller, until their receipt by Seller.

15. Rejection of Nonconforming Machinery. Rejection of Machinery for failure to conform to the requirements of this contract must be made within 30 days after their [delivery or installation]. The Buyer must send written notification of the rejection to the Seller. The notice must state the basis of the alleged nonconformity of the Machinery and describe the portion of the shipment being rejected.

16. Procedure as to Rejected Machinery. On receipt of notification of rejection, the Seller will immediately arrange for the return shipment of the Machinery at Seller's expense. However, within 30 days of notification, the Seller may have an agent inspect the Machinery for nonconformity; otherwise, the inspection will be made on return to the Seller's plant. When the Machinery is confirmed by Seller as nonconforming, the Seller will ship replacement conforming Machinery within 150 days of the notice of said confirmation unless the Buyer notifies the Seller to forego the shipment before that date.

17. Limitation on Consequential Damages. The parties acknowledge that limiting any award of consequential damages to any party aggrieved by breach of this contract in any way is consistent with the intent of the parties and the commercial circumstances giving rise to this contract. Therefore, consequential damages, if any, under this contract may not exceed the total value of the contract. Berks Plant Design and Maintenance will not be held liable for any damages related to downtime and/or production delays related to any machinery sold.

18. Termination by Party. This agreement may be terminated at any time by either the Seller or the Buyer upon receipt by the other party of reasonable notification of termination. The termination will be effective as to all Machinery not yet delivered under this contract. Seller shall be paid by Buyer for all work performed and reasonable costs incurred prior to notification.

19. Modification and Rescission. This agreement can be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents.

20. Waiver. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and signed by the aggrieved party.

21. Assignment and Delegation Prohibited Unless in Accordance With This Contract. The parties may neither assign their respective rights nor delegate performance of their respective duties under this contract except as provided below.

22. Buyer's Delegation. The Buyer may delegate the duty of paying the price for the Machinery to be delivered under this agreement at any time to any bank or similar financial institution. Any other delegation shall require the Seller's prior written consent, which consent will not be unreasonably withheld.

23. Buyer's Assignment. The Buyer may not assign the right to receive the Machinery from the Seller under this agreement without the prior written consent of the Seller. Seller will consent so long as the assignment does not adversely affect the Seller's obligations with respect to other purchasers from Seller. Seller's consent shall in no event be unreasonably withheld.

24. Seller's Delegation. The Seller may not delegate his or her performance in the manufacture and delivery of Machinery under this agreement without the prior written consent of the Buyer. Buyer's consent shall be given once Buyer has received satisfactory assurances that the quality of Machinery will be equivalent to that of the agreement Machinery. Buyer's consent will not be unreasonably withheld.

25. Seller's Assignment of Payment. The Seller may assign the right to receive from the Buyer the payment(s) required under this agreement at any time.

26. Parties Bound. This agreement shall be binding upon and inure to the benefit of its parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this agreement.

27. Legal Construction. If one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and this agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

28. By accepting quotation and purchasing equipment, Buyer agrees that the transaction is bound by the standard terms and conditions outlined above.