1. General Terms and Conditions: The acceptance by W. Rudolph Investments Ltd., it's divisions, subsidiaries and related companies (the "SELLER") of any order for merchandise is conditional upon the Applicants (the "BUYER") assent, which is hereby given that the terms and conditions hereof and/or any order acknowledgment and/or any invoice shall constitute the applicable terms and conditions of sale which shall override any purchase order given by the BUYER. Confirmed orders cannot be modified by the BUYER except with the SELLER's written consent. All clerical errors, including in quotes, prices, invoices and acknowledgments are subject to correction.

2. Terms of Payment: All invoices shall become due and payable in full without deduction for any reason, no later than (30) days from the invoice date, unless otherwise specified in writing by the SELLER. If shipment is delayed by the BUYER, the invoice date shall be deemed to be the date on which the merchandise was ready for shipment.

3. Price: The SELLER has the absolute right to modify at any time, without notice, any price initially submitted.

4. Delivery: Any delivery dates that may be given by the SELLER from time to time will be approximate dates which may vary, including by reason of factors which are out of the SELLER's control.

5. Cancellation/ Delays: The SELLER reserves the right to make partial shipments and back-order items. The BUYER acknowledges that certain merchandise may also become unavailable following the acceptance of an order. The SELLER shall not be liable for any costs or damages whatsoever arising from any delays or failure to deliver merchandise, including by reason of any cause beyond the SELLER's reasonable control, labour disruptions, civil commotions, governmental action, accidents, natural disasters, fires, acts of God and the unavailability, late receipt, shortage or inability to obtain supplies, raw material, labour, equipment, transportation and other like causes. In such cases, the SELLER may terminate an order even if partial delivery has been made without incurring any liability.

6. Shipping Instructions: the SELLER shall use the carrier of it's choice to ship merchandise to the place of destination given by the BUYER, unless instructed otherwise. The BUYER shall pay for all transportation and insurance costs. Unless stipulated otherwise in writing by the SELLER, all sales of merchandise shall be on an FOB SELLERS warehouse basis.

7. Shipping Damage Claims: The SELLER shall not have any liability or responsibility whatsoever for damages in transit. Risk of loss or damage to merchandise shall pass to the BUYER upon its being taken over by the carrier. All claims must be filled with the carrier within three (3) days following delivery.

8. Conditions of merchandise: The BUYER shall inspect all merchandise immediately upon delivery. The BUYER's acceptance of delivery shall be deemed to be and acknowledgement that the merchandise has been received in a satisfactory condition and which conforms to any purchase order. The BUYER shall have ten (10) days from delivery to advise the SELLER in writing of any deficiency in quality and three (3) days for any shortage claim. Failing receipt of such notices, the BUYER shall be barred from invoicing any deficiencies in demand or in defense.

9. Seller's Liability: The SELLER shall not be liable for any damages whatsoever arising from the improper use of manufacturing defect of any merchandise. The SELLER shall not under any circumstance be held liable for an amount in excess of the price of the merchandise sold or, in the case of defective merchandise, if the price of the defective merchandise. The SELLER may not be held liable for consequential incidental, indirect, exemplary or punitive damages.

10. Made to order Goods: Merchandise prepared according to BUYER's own specifications is not returnable nor are orders subject to cancellation by the BUYER for any reason or at any time whatsoever.

11. Default: Upon the occurrence of any of the following events the BUYER shall automatically and immediately be in default a) non-compliance with any term or condition of this agreement or any other obligation towards the SELLER; b) the insolvency, appointment of a receiver or manager to the BUYER's assets or the seizure of any assets; or c) the BUYER committing an act of bankruptcy or voluntarily of/r involuntarily becoming the subject to proceedings under insolvency legislation. In the event of any such default, the SELLER may without notice and at it's discretion a) deny any further credit to the BUYER; b) demand immediate and full payment of all outstanding balances; c) cancel any pending orders and/or defer shipment of any further merchandise.

12. Denial of Credit: The SELLER may at any time deny any further credit to the BUYER for such reason(s) it deems appropriate, in its absolute discretion.

13. Collection Fees: If the SELLER has recourse to a lawyer to collect unpaid accounts, the BUYER will be liable to the SELLER for an amount equal to TWENTY PERCENT (20%) of such unpaid accounts, payable as liquidated damages.

14. Changes: The BUYER shall advise the SELLER of any changes which may affect its business or its financial situation. The BUYER further agrees to provide the SELLER with such additional information it may reasonably request from time to time, including it's financial statements and such other reports customarily given by the BUYER to its financial institutions.

15. Waiver: Failure to insist upon the performance of any of the BUYER's obligations hereunder shall not constitute; waiver of any of the SELLER's rights nor an alteration of the BUYER's obligations hereunder.

16. Assignment: The BUYER's rights hereunder or to any credi hereafter granted are not assignable or transferable, including by way of merger or other corporate reorganization, without the prior written authorization of the SELLER.
17. Applicable Law: The laws of the province of Ontario apply to this agreement and any sale of merchandise, regardless of Freight on Board point.

W. Rudolph Investments Ltd. Confidential Credit Application

Date:___________________________

Full Legal Name:__________________________________________________________________________________

Trading As:___________________________________ Holding Co.:________________________________________

Address:_________________________________________________________________________________________

City:_____________________________ Province/Territory:______________________ Postal Code:_____________

Country:_____________________ Tel:___________________ Fax:________________ E-mail:_________________

Ship To Address:__________________________________________________________________________________

Owner's Name(s), Address, Phone Number(s) and SIN/Social Security #:

1.:______________________________________________________________________________________________

2.:______________________________________________________________________________________________

Banking Information:

Bank Name:______________________________________________________________________________________

Address:_________________________________________________________________________________________

Telephone:_______________________ Contact:___________________________ Fax:________________________

Branch/Transit:____________________________ Account:_______________________ #Yrs With Bank:_________

Major Suppliers:

1:_______________________________________ Tel:_______________________ Fax:________________________

2:_______________________________________ Tel:_______________________ Fax:________________________

3:_______________________________________ Tel:_______________________ Fax:________________________

The BUYER hereby authorizes the SELLER to collect, retain and update personal and financial information regarding the applicant and its present and future ability to fulfill its obligations towards the SELLER and, for such purposes, is hereby authorized to obtain relevant information from the BUYERS' bankers and suppliers who are hereby authorized to provide such information The SELLER is also hereby authorized to use and transmit such information to its representatives and third parties on a need to know basis.

I, __________________________________, ACTING AS MANDATORY OF THE BUYER, declare having read the provisions of this credit application and general terms and conditions of sale and declare that all the information contained in this application is true. I ALSO DECLARE THAT I UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND THAT ALL OF THE EXPLANATIONS THAT I ASKED FOR WERE GIVEN AND I PERSONALLY GUARANTEE THE RESPECT OF THESE SALE CONDITIONS.

At:_______________________________ this _______ day of ______________________, _________.

Name:________________________________ Signature_____________________________ Title:________________

Name:________________________________ Signature_____________________________ Title:________________

Guarantee:

I (we) jointly and severally guarantee payment of all amounts owed by the Buyer(s), waiving the benefit of division and discussion.

Name:_____________________________________________ Signature_____________________________________

Name:_____________________________________________ Signature_____________________________________