1.                     GENERAL

                        All sales by Lab ACM, Inc. d/b/a American LAbor ("Seller") of any of its products ("Goods"), to any purchaser thereof ("Buyer") are subject to all these Terms and Conditions, which constitute an integral part of any contract for the sale of Goods.  No term or condition contained in any purchase order form submitted by Buyer that varies from or conflicts with any of these Terms and Conditions shall become part of the contract for the sale of Goods unless it is expressly accepted in writing by Seller's authorized representative at its home office.  Delivery of these Terms and Conditions to Buyer constitutes notification of Seller's objection to any term or condition that varies from or conflicts with those contained herein.  Once Seller has agreed to sell Goods to Buyer, no modification or addition to these Terms and Conditions or to any other provision of the contract for the sale of Goods shall be binding on either party unless it is in writing and signed by both parties.

2.                     TERMS OF PAYMENT FOR NET ACCOCUNTS

                        All goods sold to Buyer will be invoiced upon shipment by Seller.  Payment shall be made in United States dollars on a net thirty (30) days' basis from the invoice date, unless otherwise specified in writing by Seller.  At Seller's sole option, it may require an irrevocable letter of credit with a bank acceptable to Seller, to be payable after delivery of the Goods F.O.B. factory, upon presentation of the invoice and dock or ship's receipt to the bank issuing the letter of credit, and on such other terms and conditions as Seller may require.

3.                     TAXES

                        Unless Buyer first provides Seller with an appropriate and valid exemption certificate, there shall be added to the price of Goods the amount of any sales, use, value added, excise or other similar tax applicable to the sale of Goods to Buyer, but under no circumstances shall there be added to such price the amount of any general business tax, personal property tax, or any tax levied upon Seller based on or measured by the net income of Seller.  Buyer is solely liable and agrees to hold Seller harmless with respect to all tariffs, duties, and excise or any other taxes or charges levied on Goods exported hereunder by Seller or Buyer.

4.                     SHIPMENT AND DELIVERY

                        Delivery will be made F.O.B. Seller's facility to a carrier selected by Seller unless Buyer requests in writing use of a particular carrier.  All Goods are identified and all risks of loss pass to Buyer upon delivery by Seller to the carrier or to Buyer, to Buyer's designated carrier or to any other agent of Buyer.  In no case will Buyer be entitled to recover from Seller any damages, consequential or otherwise, caused by any delay in delivery or Seller's failure to meet Buyer's requested delivery date.

5.                        LIMITATIONS ON WARRANTIES, LIABILITY, AND BRINGING ACTIONS

              (a)   Buyer agrees that all claims against Seller, other than for breach of warranty (which are restricted under Section 5(c) hereof), arising under any agreement to which these Terms and Conditions apply shall expire and be barred forever unless an action thereon is commenced in a court of competent jurisdiction in the County of Durham, State of North Carolina within one (1) year following Buyer's discovery of facts indicating to Buyer that such claims may exist against Seller.

NO LAWSUIT PERTAINING TO ANY MATTER ARISING UNDER OR GROWING OUT OF THIS AGREEMENT SHALL BE PROSECUTED IN ANY COURT OTHER THAN A COURT HAVING VENUE IN THE COUNTY OF DURHAM, STATE OF NORTH CAROLINA, U.S.A.

                (b)  THE WARRANTIES OF SELLER ARE SET FORTH IN SELLER’S STANDARD PRODUCT WARRANTY FOR THE GOODS, IF APPLICABLE, AND ARE IN LIEU OF, AND BUYER HEREBY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES OF SELLER, EXPRESS, STATUTORY OR IMPLIED, ARISING OUT OF OR IN CONNECTION WITH THE SALE, RESALE, AND PURCHASE OF SELLER'S GOODS OR PARTS, OR THE USE, REPAIR OR PERFORMANCE THEREOF, OR THE COURSE OF DEALING OR PERFORMANCE UNDER ANY AGREEMENT BETWEEN BUYER AND SELLER TO WHICH THESE TERMS AND CONDITIONS APPLY.

           (c)   EXCEPT AS PROVIDED EXPRESSLY IN SELLER’S STANDARD PRODUCT WARRANTY FOR THE GOODS, IF APPLICABLE, SELLER SHALL NOT BE LIABLE TO BUYER, TO BUYER'S CUSTOMERS OR TO ANY OTHER PERSON.  BUYER AGREES TO INDEMNIFY SELLER, WITH RESPECT TO ANY CLAIMS AGAINST SELLER FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, PLANT, EQUIPMENT, INFORMATION, PROPERTY OR PRODUCTION, ARISING FROM THE SALE, PURCHASE, RESALE, REPAIR OR SUBSEQUENT USE OF SELLER'S GOODS OR PARTS AND FROM ANY PROMISE OR OFFER TO SELL, PURCHASE OR REPAIR SUCH GOODS OR PARTS, REGARDLESS OF WHETHER SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  BUYER AGREES THAT THIS LIMITATION OF DAMAGES IS REASONABLE AND WILL NOT CAUSE IT TO LOSE ANY EXPECTED BENEFITS, RIGHTS OR REMEDIES UNDER ANY AGREEMENT FOR THE SALE OF GOODS.

6.                     FORCE MAJEURE

                        Neither party to this contract shall be responsible to the other party, nor shall either party be liable to the other party or to any third party, for any damages, including without limitation incidental and consequential damages, arising out of nonperformance or delay in performance of any sale of Goods due to acts of God, wars, riots, strikes, unavailability of suitable and sufficient labor, materials or capacity and, except where Buyer selects the carrier, any unforeseen event beyond its control.

7.                     PROPRIETARY RIGHTS

                Buyer agrees that Seller retains proprietary rights in and to all product specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Goods.  The Goods are offered for sale and are sold by Seller subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, to manufacture, duplicate or otherwise copy or reproduce any of the Goods.

8.                     PRODUCT CHANGES

                 Seller reserves the right to discontinue the sale of Goods it has not promised to deliver.  Seller also reserves the right to change, improve or add any product or specifications at any time and to change Seller's prices accordingly.  If any such change causes an increase or decrease in the price of Goods, Seller shall promptly notify Buyer of the same, and upon demand, invoices and payments shall be adjusted equitably.

9.                     BUYER'S DEFAULT

                       In addition to all other remedies Seller may have under the law, Seller may terminate any agreement it has with Buyer and cancel any unfilled order without notice to Buyer in the event that: (a) Buyer defaults in any payment to Seller and such default continues unremedied for a period of ten (10) days; (b) Buyer fails to perform any other obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by Buyer under any agreement to which these Terms and Conditions apply, and such failure or default continues unremedied for a period of twenty (20) days after written notice thereof to Buyer by Seller; (c) Buyer is liquidated or dissolved; (d) any assignment is made of Buyer's business for the benefit of creditors; (e) a receiver, or similar officer, is appointed to take charge of a substantial part of Buyer's assets; (f) Buyer is unable to pay its debts as they mature; (g) Buyer fails to respond within ten (10) days to a demand by Seller for adequate  assurance of Buyer's ability to perform under any agreement with Seller; or (h) any petition in bankruptcy is filed by or against Buyer, which remains undischarged for thirty (30) days.  If applicable law allows the trustee in bankruptcy or Buyed by the bankruptcy court and provide Seller such adequate assurances as may be necessary to ensure Buyer's continued performance under this contractor to affirm this contract and perform Buyer's obligations, then said trustee or Buyer shall cure all outstanding defaults within the period determine

10.                        MISCELLANEOUS

              (a)   No modification of any of these Terms and Conditions shall be binding on either party unless it is in writing and signed by both parties.

              (b)  No waiver of these Terms and Conditions shall be effective unless made in writing.  No waiver of any breach of these Terms and Conditions shall constitute a waiver of any subsequent breach of the same or of any other provision of these Terms and Conditions.

              (c)  Any agreement to which these Terms and Conditions apply shall be governed by, and construed in accordance with, the substantive laws of the State of North Carolina, without giving effect to the rules of conflicts of law; and the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any manner to any such agreement.

              (d)  Seller shall disclose information to be disclosed to Buyer and deliver materials to be delivered to Buyer only in compliance with the export control laws and regulations of the United States of America in effect from time to time.  Buyer agrees to abide by any limitation of disclosure placed on information revealed to it, and by any limitation of material deliveries which may be placed thereon as a result of such regulations.  Buyer shall provide Seller with all documentation and data necessary or desirable for compliance with all such laws and regulations.  In particular, before Buyer purchases Goods that Buyer intends to export, Buyer will so notify Seller and will identify the country(ies) of intended destination.  Buyer agrees to hold Seller harmless from any liability arising from the failure of Buyer to comply with such laws and regulations, or with the provisions of this paragraph.

               (e)  If Goods are to be used in the performance of a United States Government contract or subcontract, Buyer shall notify Seller of the United States Government contract number on such purchase order and furnish Seller with copies of all applicable United States Government procurement regulations, which regulations will be incorporated into the parties' agreement solely with regard to the parties' performance in connection with Buyer's order for the United States Government contract or subcontract.  Buyer agrees to hold Seller harmless from all losses, claims and expenses (including attorneys' fees and court costs) in connection with any actual or asserted violation of such procurement regulations where Buyer has failed to notify Seller of their applicability in the manner provided in this paragraph.

               (f)  Section headings are for convenience only and shall not be considered in the interpretation of these Terms and Conditions.

               (g)   The plural shall include the singular, and the singular shall include the plural, whenever used.

               (h)   All notices required or permitted hereunder shall be in writing and shall be personally delivered or dispatched by prepaid first class air mail.

                (i)   Should arbitration or litigation arise between Buyer and Seller concerning any sale of Goods to which these Terms and Conditions apply, the prevailing party shall be entitled to its attorneys' fees, litigation expenses and court costs, including the fees, expenses and costs incurred in collecting on any judgment that may be awarded.