TERMS AND CONDITIONS OF SALE

Applicable to the Products of U.S. Laser Corporation (USL)

1. ACCEPTANCE OF ORDERS

On occasions orders are received which specify terms and conditions which are at variance with or in addition to the terms and conditions set forth below. To negotiate separate terms and conditions with each customer (Customer) would impair our ability to serve efficiently and deal equally and fairly with all of our customers. Consequently, all quotations are made and all contracts and purchase orders for USL products are accepted on the condition that the terms and conditions set forth herein shall apply to said quotations, contracts, and purchase orders and shall supersede any provisions on Customer's purchase order or their documents accepted by USL which are at variance with or in addition to these terms and conditions.

Acceptance of contract or order for a particular product creates no obligation upon USL to accept further orders for such products. All contracts and orders are subject to acceptance by USL at its New Jersey offices and shall be governed by the laws of said State. In no event shall USL be liable for collateral, special or consequential damages.

2. PRICES

Price quotations expire sixty (60) days from the date of issuance unless otherwise specified in the quotation. Prices are net and are not subject to trade or other discounts and do not include local, state, or Federal sales excise taxes or cost of special packaging or insurance. Such taxes and costs, when applicable, will appear as separate charges on our invoices. Prices quoted do not include shipping charges unless so stated in quotation.

3. TRANSPORTATION/TITLE

All products are packaged in accordance with standard commercial practice for domestic shipments. Delivery is F.O.B. USL plant, unless otherwise provided in writing by USL, Products should be unpacked and inspected by Customer immediately upon receipt, so that claims for loss, damage, or destruction thereof in transit may be filed promptly. Where the F.O.B. point is USL plant, the risk of such loss, damage or destruction rests with the Customer; and Customer should file claims required by the transit and insurance carriers. Where the F.O.B. point is destination, the risk of loss, damage, or destruction in transit rests with USL, provided that Customer notifies USL promptly of such damage, loss or destruction, so that USL may timely prosecute required claims with transit and insurance carriers. USL insures shipment at Customer's expense and on Customer's behalf unless requested in writing not to do so by Customer.

4. DELIVERIES

Every effort is made to meet delivery schedules. However, because of the complex nature of product production, delivery dates represent the best estimate of the time required to make shipment. Any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or material, government restrictions, regulations or controls, enemy or hostile governmental actions, civil commotions, fire or other casualty, and other caused beyond the reasonable control of USL, shall excuse performance by USL for a period equal to any such prevention delay or stoppage. Under such circumstances, in the event of an inability to perform on the part of USL, Customer shall pay USL for products delivered which meet the other requirements.

5. TERMS OF PAYMENT

Unless otherwise specified on the invoice, the amount billed is due within thirty (30) days from the invoice date. Partial shipments will be billed as made, and payments therefore are subject to these terms of payment. Past due balance shall be subject to an interest charge of 1½% per month (18% per annum) but not more than the amount allowed by law.

6. WARRANTY

Subject to the exceptions and upon the conditions specified below, USL agrees to correct, either by repair, or at its election, by replacement, any defects of material or workmanship which develop within one (1) year after delivery of the products to the original Customer by USL or by an authorized representative, provided that investigation and factory inspection by USL discloses that such defect developed under normal and proper use.

Some components and accessories by their nature have a service life of less than (1) year. A complete list of such components or accessories is attached hereto and made a part hereof. If any such component or accessory, in the opinion of USL, fails to give reasonable service for a reasonable period of time, USL will repair, or at its election, replace such component or accessory.

Any product claimed to be defective must, if requested by USL, be returned to the factory, transportation charges prepaid, and will be returned to Customer with the transportation charges collect unless the product is found to be defective in which case USL will pay all transportation charges.

USL makes no warranty concerning such systems integrated into its products manufactured by others. In the event of failure of any such sub systems, USL shall deliver to the Customer any written warranty issued to USL by the manufacturer of said sub system, and shall provide reasonable assistance in connection with any claims thereunder.

USL shall be released from all obligations under all warranties, either expressed or implied, if any product covered hereby is repaired or modified by persons other than its own authorized service personnel, unless such repair by others is made with the written consent of USL or unless such modification is merely the installation of a new USL plug-in component for such product.

USL MAKES NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF WITH RESPECT TO THE PRODUCTS COVERED HEREBY OTHER THAN AS EXPRESSLY STATED HEREIN. USL EXPRESSLY AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF, AND MAKES NO WARRANTY WITH RESPECT TO, THE FITNESS OF ANY PRODUCT COVERED HEREBY FOR ANY PARTICULAR PURPOSE OF USE UNLESS SUCH A WARRANTY IS EXPRESSLY SET FORTH ON THE FACE HEREOF.

THE CUSTOMER OR ANYONE CLAIMING UNDER ANY WARRANTY RELATING TO PRODUCTS SOLD HERE UNDER AGREES THAT IF USL BREACHES ANY SUCH WARRANTY, OR ANY WARRANTY IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, OR IF ANY PRODUCT WARRANTED HEREUNDER PROVES DEFECTIVE IN ANY MANNER WHATSOEVER, USL'S SOLE LIABILITY HEREUNDER IS LIMITED TO EITHER REPLACEMENT OF ANY DEFECTIVE PRODUCT OR, AT THE OPTION OF USL, REFUNDING TO THE CUSTOMER THE PURCHASE PRICE PAID FOR SUCH DEFECTIVE PRODUCT. IF A PRODUCT WHICH IS OR HAS BEEN WARRANTED HEREUNDER CAUSES, AT ANY TIME, ANY PROPERTY DAMAGE, PERSONAL INJURY, OR ECONOMIC LOSS, FOR ANY CAUSE WHATSOEVER, THE CUSTOMER AND ANYONE ELSE CLAIMING UNDER ANY WARRANTY RELATING TO SUCH PRODUCTS SOLD HEREUNDER EXPRESSLY AND SPECIFICALLY AGREE THAT USL IS NOT RESPONSIBLE FOR, AND THAT CUSTOMER AND ANY OTHER CLAIMANT OR CLAIMANTS SHALL ASSUME ALL LIABILITY FOR, ANY SUCH PROPERTY DAMAGE, PERSONAL INJURY OR ECONOMIC LOSS.

Representations and warranties made by any person, including dealers and representatives of USL, which are inconsistent or in conflict with the terms of this warranty (including but not limited to the limitations of the liability of USL as set forth above), shall not be binding upon USL unless reduced to writing and approved by an authorized representative of USL.

7. FAIR LABOR STANDARDS ACT

USL certifies that products furnished hereunder have been or be will produced in compliance with the Fair Labor Standards Act as amended and regulations and orders of the United States Department of Labor issued thereunder. USL agrees that this statement may be considered as the written assurance contemplated by the October 26, 1949, amendments to said Act.

8. PATENT INDEMNITY

USL agrees to defend at its expense and to pay costs and damages awarded in any suit or proceeding brought against Customer or its customer or agents, so far as based on a claim that the items per se furnished by USL constitute an infringement of any United States Patent, provided that such items are standard commercial supplies of USL and are used in the form, state, or condition as sold by USL, and provided further that Customer shall have tendered all payment due therefore and USL is notified promptly in writing and giving authorization, information, and assistance at USL's expense for the defense or settlement thereof. USL shall not be responsible for any settlement made by Customer without USL's written consent. If any such item in such suit is held to constitute infringement, and the use of said item is enjoined, USL shall, at its option and expense, either procure for Customer the right to continue using said item, replace same with a non-infringing item, modify same so that it becomes non-infringing, or remove it and reimburse Customer for purchase price. If said items or any part thereof are supplied according to designs furnished by Customer, Customer agrees to defend at its expense and to pay costs and damages finally awarded in any suit brought against USL for infringement of any United States Letters Patent that results from or is caused by the use of such designs, provided that Customer is promptly notified in writing and given authority, information, and assistance at Customer's expense for defense of same.

9. TERMINATION, HOLD OR STOP-WORK NOTICES

Termination or orders on which a United States Government contact number appears shall be governed by ASPR 8-706. Customer may terminate performance or work under other orders, in whole or in part, by written notice to USL specifying the extent to which performance is terminated and the date of termination, subject to the following conditions:

a. The effective date of termination shall not be earlier than the date of receipt of the written notice by USL.

b. USL may treat notice of partial termination as a complete termination of the order if or when, in the opinion of USL, circumstances so warrant.

c. Customer shall pay for (I) all items already shipped and not previously paid for (II) all items ready for shipment, and (III) all items which are within thirty (30) days of being completed, unless broader inventory protection is set forth in the order itself. Payment shall be at the order price, equitably adjusted to reflect any difference in price based upon the number of items shipped and to be shipped as opposed to the number of items ordered.

d. Customer shall reimburse USL for all costs not covered by c. above and incurred by USL on the order prior to date of termination.

e. USL will endeavor to keep termination charges at a minimum and, where feasible, will divert work in process to other orders.

Any hold, stop-work, or similar notice shall be considered as a termination notice if or when, in the opinion of USL, circumstances so warrant.

10. GOVERNMENT CONTRACTS

If a United States Government contract number appears on the face of the Customer's order, the following provisions of the Armed Services Procurement Regulations in effect on the date of USL's acceptance of the order shall be considered applicable to such order: ASPR 7.103-13 (Renegotiation), 7.104-3 (Buy American Act), 7.103-19 (officials not to Benefit), 7.104-4 (Notice to Government of Labor disputes). 7.104-12 (military Security Requirements), 7.104-15 (Examination of Records). 7.104-17 (Convict Labor). 7.103-17 (Walsh-Healey Act), 7.103-18 (Nondiscrimination in Employment), 7.103-20 (Covenant Against Contingent Fees).