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THIS INVOICE IS SUBJECT TO THE FOLLOWING REVISED CONDITIONS

NMC Group, Inc.

TERMS AND CONDITIONS OF SALE

Reference to "Seller" shall mean "NMC Group, Inc.", a California corporation. Reference to "Goods" shall mean any goods described on the front of this Invoice.

1. GENERAL: This Invoice supersedes all prior quotations or offers unless otherwise indicated on the front of this Invoice. Buyer's agreement to purchase the Goods is exclusively on the following terms and conditions. To the extent that any of the terms contained herein differ from or are in addition to the terms contained in Buyer's offer, the acceptance of such offer is conditioned upon Buyer's assent to the terms set out herein. The prices set forth on this document may not be changed or modified without written approval from the principal office Seller. All orders, in whatever form submitted, shall only be accepted by the principal office of Seller. No other person or entity shall have the authority to accept orders. We hereby certify that the goods produced by Seller were produced in compliance with all applicable requirements of section 7.6 and 12 of the Fair Labor Standards Act, as amended, and/or regulations and orders of the United States Department of Labor issued under section 14(c) thereof. Non-inventory items are subject to terms and conditions set forth by the manufacturer from which Seller purchased the items. Terms and conditions not specifically stated herein shall be governed by trade customs. Unless otherwise stated, this quotation includes a provision only for standard production testing, including dimensional checks. If qualification, approval, reproduction, period cycle or special testing is required, then a separate quotation shall be required.
   
   
2. ACCEPTANCE: Buyer's order shall not become a binding contract to furnish the Goods unless and until accepted in writing by Seller in California. Seller does reserve the right to refuse Buyer's Order.
   
   
3. LIMITED WARRANTY: Seller warrants to the Buyer only that Seller’s Goods purchased hereunder will be free from defects in material and workmanship under normal use and service. This warranty does not cover products not manufactured by Seller, or products which are altered without the express written consent of Seller. This warranty will expire one year from the date of delivery of the Goods.
   NO OTHER WARRANTY, EXPRESS OR IMPLIED INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND/OR MERCHANTABILITY IS GIVEN. ALL WARRANTIES ARE LIMITED TO THE ONE YEAR DURATION OF THIS WRITTEN WARRANTY FOR ALL WARRANTED GOODS. THE REMEDY OF REPAIR AND REPLACEMENT IS THE EXCLUSIVE AND SOLE REMEDY OF THE BUYER. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR GOODS AND LOSS OF PROFITS OR REVENUE.
   No action for breach of this written warranty or any implied warranty shall be commenced more than one year after the accrual of the cause of action. This written warranty is the complete, final and exclusive agreement of the parties with respect to the quality or performance of the goods and any and all warranties and representations. No modification of this warranty or waiver of its terms shall be binding on either party unless approved in writing by an authorized representative of the party. Contact NMC Group, Inc., 2755 Thompson Creek Road, Pomona, California 91767-1861, before returning any defective Goods.
   
   
4. PRICES AND TERMS OF PAYMENT: All prices are based on the sale of Goods only. Additional charges for change orders, financing, transportation or other requirements ("Additional Charges") shall be made in a separate written agreement between Seller and Buyer. Unless otherwise provided in writing (a) all prices are cash prices; (b) the total purchase price must be paid according to the terms on the from of this document, and (c) the Total Price stated on the front if this Invoice includes all applicable Federal, State and local taxes and duties. Buyer shall be liable for any and all freight charges incurred in the shipment of the Goods. Minimum $200 per line item for service charge may apply. Additional service charge may apply to balances 30 days after invoice date at a period rate of 2% per month or 24% per annum.
   
   
5. SHIPMENT: Notwithstanding that Seller may undertake to deliver and install the Goods, unless otherwise provided in writing, shipment will be made F.O.B. plant of manufacture for the account of Buyer, and risk of loss shall pass to Buyer at plant of manufacture.
   
   
6. DELIVERY: The Estimated Delivery date on the front of this Invoice is provided for the convenience of Buyer only and may not be relied upon as a representation of Seller. Seller shall not be liable for ay damages incurred by Buyer if delivery of the Goods is made within sixty (60) days after the Estimated Delivery Date (the "Delivery Period"). In the event that Seller cannot deliver the Goods to Buyer within the Delivery Period, Seller shall be liable and pay to Buyer the lesser of the sum of five dollars ($5.00) per day for each day of non-delivery after the expiration of the Delivery Period or five percent (5%) of the total purchase price; provided however, the Seller shall in no case be liable for any failure or delay in delivery after the Delivery Period due to causes beyond its control, including, without limitation, the failure of Seller's suppliers to provide raw materials or finished products to Seller necessary to manufacture and deliver the Goods in a timely fashion and interruption or delay of transportation. BUYER AGREES THAT IT IS DIFFICULT TO ASCERTAIN THE MEASURE OF DAMAGES FOR LATE DELIVERY AND THAT THE REMEDY PROVIDED BY THIS SECTION IS FAIR AND SHALL CONSTITUTE BUYER'S SOLE REMEDY FOR LATE DELIVERY OF THE GOODS AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LATE DELIVERY.
   In the event that Buyer cannot accept delivery of the Goods on the date when requested to do so by Seller, Seller may at its option (i) store any portion or all of the Goods at its plant and hold buyer liable for the reasonable rental value for storage of such Goods, (ii) use any portion or all of the Goods ordered hereunder to fill other orders, or (iii) cancel this Order. Buyer's notification to Seller of its inability to accept delivery of the Goods shall constitute a waiver of all claims against Seller for its failure to meet a later delivery date.
   
   
7. ACCEPTANCE OF GOODS -- REVOCATION: Failure to reject the Goods tendered under this Invoice in writing received by Seller within five (5) business days of delivery to Buyer constitutes acceptance of said Goods by Buyer. Buyer agrees that this provision allows ample time to inspect the Goods and once having accepted the same, Buyer shall not be entitled to revoke acceptance thereof. No goods may be returned without prior written authorization from Seller.
   
   
8. TITLE: Full title and right of possession of any Goods covered by this Invoice shall remain with Seller and shall remain personal property until Buyer resolves payment in full hereunder. Buyer hereby grants to Seller a right of entry to Buyer's place of business to repossess said Goods if Seller, in its sole discretion, deems repossession necessary to protects its interest therein.
   
   
9. SECURITY INTEREST: Buyer hereby grants to Seller a security interest in the Goods covered by this Invoice to secure the payment of any unpaid balance of the total purchase price including any "Additional Charges".
   
   
10. COVENANT OF FURTHER ASSURANCES: Buyer hereby covenants that it will execute any and all documents that Seller deems necessary to perfect its security interest created pursuant to Section 9 hereof, including, without limitation, a Financing Statement and take any and all steps that Seller deems necessary to protect said security interest in the Goods.
    
    
11. BUYER'S INDEMNITY: Buyer agrees to and does hereby indemnify and save harmless Seller against all cost and expense (including attorneys' fees), damages, liabilities and judgments for personal injury (including death), and property damage resulting from the misuse, abuse or failure to maintain the Goods and any other act or omission of Buyer, its agents, officers, directors and employees for which liability is asserted against Seller.
    
    
12. POWER OF ATTORNEY: Buyer hereby gives and grants to Seller the power of attorney and authority to take any and all steps necessary to perfect the security interest crated pursuant to Section 9 thereof, including, without limitation, the power and authority to execute a Financing Statement.
    
    
13. INSURANCE: Buyer agrees to purchase and maintain in force until payment in full thereunder has been remitted to Seller, fire and other types of insurance as may be required by Seller. All such policies of insurance shall be reasonably satisfactory to Seller as to form, amount and insurer, and shall provide for at least ten (10) days prior written notice to Seller of cancellation or modification. Buyer shall furnish certificates, policies of endorsement to Seller as proof of such insurance. Any monies collected under such policy shall be first applied to pay off any indebtedness of Buyer to Seller.
    
    
14. CANCELLATION: Orders accepted by Seller can be cancelled by Buyer only with the written consent of Seller. The Buyer will be responsible for the following (1) Freight charges to the Buyer; (2) Freight charges to the Seller when returning the goods; (3) upon inspection of the returned goods, the Buyer may be subject to a restocking charge depending upon the condition of the returned goods.
    
    
15. WAIVER: Seller's waiver of any default by Buyer under this Invoice shall not constitute or be construed as a waiver of any other or subsequent default.
    
    
16. ADVERTISING: Unless otherwise provided in writing, Seller reserves the right to advertise or publish the fact that Seller has furnished or has contracted to furnish to Buyer the Goods herein mentioned.
    
    
17. REMEDIES: The rights and remedies set forth above shall be cumulative and, except where expressly states as exclusive, in addition to any other remedy provided by law. The exercise of any remedy by Seller shall not be deemed an election of remedies. Waiver by Seller of a breach of any provision of this Invoice by Buyer shall not be deemed a waiver of future compliance therewith and such provision, as well as other provision herein shall remain in full force and effect.
    
    
18. HEADINGS: Headings are for convenience only and shall not be used to interpret the intent of the parties hereto.
    
    
19. NON-DIVISIBILITY OF INVOICE: This agreement is entire as to all of the performances to be rendered under it. Breach of any of the performances to be rendered by Buyer shall constitute a breach of the entire agreement.
    
    
20. ENTIRETY OF AGREEMENT: This Invoice shall constitute the entire agreement between the parties hereto and can only be amended by a writing signed on behalf of each of the parties.
    
    
21. APPLICABLE LAW: This Invoice shall be construed and enforced under the laws of the State of California.
    
    
22. ATTORNEYS' FEES: Should any action (including any Bankruptcy proceeding) be brought to enforce or interpret the provisions of this Invoice, the prevailing party in such action shall be entitled to reasonable attorneys' fees. In addition, Seller shall be entitled to the costs (including reasonable attorneys' fees) it incurs in the collection of any payments due to Seller hereunder whether or not an action is brought.
    
    
23. FINANCE CHARGES: Past due accounts will be subject to finance charges at the maximum rate allowable.
    
    
24. ARBITRATION: All disputes arising out of this agreement including, without limitation, those related to the interpretation of or performance by any party under it, shall be determined by binding Arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Los Angeles, County CA.