SELLER'S STANDARD TERMS AND CONDITIONS FOR SALE

1. Preamble: The items supplied by Seller under this agreement require a U.S.
State Department approved export license. Seller shall proceed diligently to obtain
the proper export licenses for this Order. In the event that delays beyond the usual
period of time for obtaining export license are encountered the delay will be
considered a delay beyond the control of Seller as covered in 7 below.

2. Entire Agreement:

a) The terms and conditions herein contained as well as those set forth in
Seller's Communication/Quotation (as the case may be) to which these
Standard Terms and conditions are attached constitute the entire and only
agreement between the Parties hereto with respect to the subject matter
hereof and shall supersede all previous communications, representations
and/or agreements, either written or oral, between the Parties in respect of
said subject matter. No modifications of the terms and conditions
contained herein shall be binding unless agreed upon in writing and signed
by both Parties hereto.

b) The provisions appearing in Buyer's Request for Quotation/Purchase

order and/or the reverse side thereof and/or attached thereto and/or
appearing in any other document forwarded to Seller by Buyer in respect
hereof (whether such Request for quotation/Purchase Order/other
document is issued prior to subsequent hereto or contemporaneous
herewith) shall, insofar as such provisions change, add to, conflict with
and/or differ from the herein terms and conditions, be deemed null and
void and as having been waived by Buyer.

3. Prices: All prices are Ex-Factory, Seller's premises, and do not include
cartage, shipping and insurance charges, or other similar charges.

4. Taxes: In addition to the agreed purchase of the equipment sold hereunder,

any and all taxes, assessments duties, imposts, tariffs, levies and/or excise charges
which my be imposed by any taxing authority (other than the Government of the
Seller's country) arising from the sale, delivery, transportation or use of the
equipment, shall be paid by Buyer.

5. Payments:
 a) Save as otherwise agreed upon by the Parties, all sums payable to
Seller shall be effected in freely transferable United States of America
Dollars, net, free of any withholding, income or any other taxes or
deductions.
b) In order to secure payment of all outstanding sums due, Buyer shall
have issued or confirmed, by a first-class bank in Seller's country
acceptable to Seller, an irrevocable and divisible Letter of Credit in the full
amount of such sums due, which Letter of Credit shall be opened within
fourteen (14) days of Buyer's issuance of its relevant Purchase
Order/Buyer's acceptance of Seller's Quotation (as the case may be) and
shall otherwise be in a form and contain terms satisfactory to Seller.

6. Acceptance Tests, Deliver, Title and Shipping:

a) All items of equipment to be delivered to Buyer shall undergo, at
Seller's premises, Seller's standard factory acceptance tests. Upon
successful completion of said standard factory acceptance tests in respect
of any item/s of equipment, same shall, on the date of such completion, be
deemed for all purpose to have been delivered to and accepted by Buyer,
whereupon title to and risk of loss and/or damage to said item/s of
equipment shall pass to Buyer.
b) After delivery, Seller shall pack such item/s of equipment and, if
required, shall arrange for shipment of same to Buyer, at Buyer's risk and
expense, in accordance with Buyer's written instructions.

7. Warranty:
a) Seller hereby warrants those items of equipment manufactured by
Seller against any defects arising out of Seller's faulty materials or
workmanship, provided that Seller ahs received written notice of the
defective items within the Warranty Period (as defined in 6 (b) below, and
provided further that the equipment has been handled, installed, operated
and maintained in accordance with the then current recommendations set
forth in Seller's manual and/or other written instructions.
b) The Warranty period for all items of equipment manufactured by Seller
shall be a period of six (6) months from the delivery date of same.
c) Should any part of an item of equipment manufactured by Seller be
found defective during the Warranty Period due to Seller's faulty materials
or workmanship, Seller undertakes, upon receiving said part, Ex-Factory
Seller's Plant, to repair or replace (as the case may be), at Seller's sole
option, the defective part and to return the repaired/replacement part to
Buyer, Ex-Factory, Seller's Plant. The provisions of this Warranty shall
apply to the repaired/replacement part for the unexpired portion, if any, of
the applicable time period set forth in 6 (b) above.
d) This Warranty shall not apply to parts or items of equipment bought by
Seller from other sources ("Bought-Out Article/s") except that Seller
 warrants that (i) the installation of Bought-Out Article shall so conform to
the installation instructions of the manufacturers thereof so as not to
prejudice its proper functioning and not to invalidate all applicable
warranties on such Bought-Out Article/s as are obtained by Seller from
such manufacturers pursuant to the provisions hereinafter set forth, and (ii)
the workmanship incorporated in such installation shall be free from
defects. Seller shall, in Seller's standard procurement practices, make
reasonable efforts to obtain for Buyer standard manufacturer's warranties
for Bought-Out Articles and to assist Buyer in enforcing any rights which
Buyer may have against any manufacturer under any warranty obtained for
Buyer as aforesaid.
e) THIS WARRANTY IS SELLER'S SOLE AND EXCLUSIVE
WARRANTY AND THERE ARE NO OTHER WARRANTIES,
LIABILITIES OR GUARANTEES, EXPRESS OR IMPLIED
(INCLUSIVE OF WARRANTIES OF MERCHANTABILITY AND
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE), OF
ANY NATURE WHATSOEVER, WHETHER ARISING IN
CONTRACT, TORT, NEGLIGENCE OF ANY DEGREE, STRICT
LIABILITY OR OTHERWISE, WITH RESPECT TO ANY NON-
CONFORMANCE OR DEFECT IN ANY ITEM OR EQUIPMENT
AND/OR PART THEREOF, DELIVERED HEREUNDER, INCLUDING
BUT NOT LIMITED TO ANY LIABILITY OF SELLER FOR ANY
CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES AND/OR
LOSSES (INCLUSIVE OF LOSS OF USE, REVENUE AND/OR
PROFITS), AND THE EXTENT OF SELLER'S LIABILITY SHALL
NOT EXCEED THE COST OF REPAIRING OR REPLACING (AT
SELLER'S SOLE OPTION), WITHIN THE WARRANTY PERIOD,
ANY PART OF AN ITEM OF EQUIPMENT WHICH HAS BEEN
FOUND BY SELLER TO BE DEFECTIVE AS A RESULT OF
SELLER'S FAULTY MATERIAL OR WORKMANSHIP.

8. Force Majeure: Seller shall not be liable for, not be deemed in default by
reason of, any delay or failure in the performance of Seller's obligations
hereunder, when such delay or failure is caused in whole or in part by any act of
God, Force Majeure, war, riot, strike, act of Government, failure or delay on the
part of sub-contractors, suppliers or carriers, or any other cause, direct or indirect,
beyond Seller's reasonable control. Such failure or delay, to the extent that it
retards deliveries on the part of Seller, shall extend the time for performance by
Seller for as many days beyond the date therefor as is required to obtain removal
of such cases and thereof. This provision shall not, however, relieve Seller form
using its best efforts to avoid or remove such causes and continue performance
with reasonable dispatch whenever such causes and the effects thereof are
removed.
9. Indemnification:
a) Buyer shall have no recourse against Seller for, and shall defend,
indemnify and hold harmless Seller from and against, any and all claims of
whatsoever kind whether in contract, tort negligence of any degree, strict
liability, or otherwise) for or in respect of any loss (including loss of use
and/or profit), expense, liability, property damage and/or bodily injury
(including death), of whatsoever kind and howsoever caused, which may
at any time be suffered or incurred, directly or indirectly, by Seller and/or
Buyer and/or any third party, by reason and/or in consequence and/or in
connection with the purchase and/or installation and/or operation and/or
maintenance of the equipment or any item or part thereof sold hereunder
and/or the use of any documentation supplied to Buyer hereunder and/or
by reason and/or in consequence of and/or connection with any other
services rendered by Seller by virtue of the undertakings set forth herein or
incident hereto.
b) As used in 8 (a) above, the term "Buyer" shall mean Buyer, Buyer's
subsidiaries, and their respective personnel, officers, agents, employees
and contractors; and the term "Seller" shall mean Seller, Seller's
subsidiaries, and their respective personnel, officers, agents, employees
and contractors.

10. Limitation of Use : Buyer hereby acknowledges and declares that all
equipment purchased by Buyer hereunder is proprietary to Seller, that Buyer is
purchasing the equipment solely for its own use, and that Buyer will be the sole
end user of the equipment. Accordingly, Buyer undertakes that, unless previously
permitted in writing by Seller, Buyer will refrain from wither directly or indirectly
selling, assigning, transferring or in any other manner disposing of the equipment
or any item or part thereof supplied to Buyer hereunder, and/or any information
and data acquired by buyer hereunder, to any other person, company, entity,
government, State or other third party.

11. Arbitration and Applicable Laws: All disputes and controversies shall be
referred to and decided by arbitration, which arbitration shall be conducted before
the International Chamber of Commerce ("ICC") sitting in Seller's country. Such
disputes or controversies under arbitration shall be determined in accordance with
the terms and conditions contained herein as well as in accordance with rules of
the ICC, and shall be governed by the laws of the State of New York, U.S.A. The
decision of the arbitrator/s shall be final and binding upon the Parties.

12. Assignment, Non-Waiver and Captions:

a) This Order shall not be assigned by Buyer without the written consent
of Seller.
b) The failure of Seller to enforce at any time any of the provisions of this
Order or to require at any time the performance by Buyer of any of the
provisions hereof, shall in no way be construed to be a waiver of such
provisions, nor in any way affect the validity of this order or any part
hereof of the right of Seller thereafter to enforce each and every such
provision.
c) Captions, as used in terms and conditions, are for convenience or
reference only and shall not be deemed or construed as in any way limiting
or extending the language of the provisions of which such captions may
refer.