1. TERMS OF SALE. These Terms and Conditions of Sale ("Terms") are incorporated by reference in and attached to the Sales Agreement (the "Agreement") by and between Ashburn Hill Corp. ("AHC") and the buyer ("Buyer") of the products ("Product") described in the Agreement. All purchases by Buyer are expressly limited to and conditioned upon acceptance of these Terms, regardless of whether Buyer purchases Product through any media or means, including but not limited to, written purchase orders, electronic orders via EDI, acknowledgements, confirmations, or other writings from Buyer to AHC (collectively, "Purchase Orders"). Unless such provisions are expressly agreed to by AHC in a writing signed by AHC, any additional or conflicting terms and conditions contained on, attached to or referenced by Buyer's Purchase Orders, or other prior or later communication from Buyer to AHC, shall have no effect on the purchase of any such Product by Buyer from AHC and are expressly rejected by AHC. These Terms along with the Agreement are deemed an offer for sale by AHC. If Buyer does not accept the Agreement by execution thereof, Buyer's commencement of performance (including ordering, purchasing or taking delivery of Product) shall in all cases constitute Buyer's unqualified and unconditional acceptance of the Agreement.

2. TITLE AND RISK OF LOSS. Unless otherwise stated in the Agreement, all Product shall be shipped Ex Works AHC's designated shipping point (in accordance with Incoterms 2000). Unless otherwise stated in the Agreement, title to Product and risk of loss, damage and contamination of Product passes to Buyer when AHC places Product with a common carrier at the shipping point and Product shall be deemed "delivered" at such time. After passage of title of Product to Buyer, Buyer assumes all risk and liability, and AHC shall not be liable to Buyer for any loss or damage to persons, property or the environment arising out of or related to Product. AHC will not place a valuation upon Product shipments unless specifically required in writing by Buyer or required for export purposes.

3. TAXES AND DUTIES. All taxes, duties, tariffs, consular fees, levies, penalties, and other charges imposed by any governmental authority, now or hereafter imposed with respect to the Agreement or Production, processing, manufacture, sale, delivery, transportation, importation, exportation or proceeds of Product hereunder or on remittance of funds in payment for Product shall be paid by Buyer. If paid, or required to be paid by AHC, Buyer shall reimburse AHC for such amounts within ten (10) days of receipt of written notice from AHC. If any Product is rejected, Buyer shall pay all taxes, duties, tariffs, consular fees, levies, penalties or other charges resulting from failure to re-export Product from the country of destination within such time limits as may be prescribed by Law. AHC reserves to itself all applicable duty drawback allowances, and Buyer shall provide assistance in connection with AHC's application for the same.

4. PRODUCT STEWARDSHIP. Buyer acknowledges the hazards associated with the handling, unloading, discharge, storage, transportation, use, disposition, processing, admixture, or reaction (the "Use") of Product supplied under the Agreement and assumes the responsibility of advising those of its employees, agents, contractors, and customers in connection with such Use of the hazards to human health or human or environmental safety, whether such Product is used singly or in combination with other substances or in any processes or otherwise. In the event that Buyer is provided a Material Safety Data Sheet ("MSDS") by AHC for Product, Buyer specifically agrees that it shall advise all of its employees, agents, contractors and customers who will Use Product of the MSDS, and any supplementary MSDS or written warnings that it may receive from AHC from time-to-time. In addition, if Buyer believes or has reason to believe the MSDS or other information provided to Buyer by AHC is inaccurate or in any way insufficient for any purpose, Buyer will immediately notify AHC of the same, and provide AHC a reasonable opportunity to supplement or correct the information. Failure of Buyer to timely provide such notice shall be deemed a waiver by Buyer of any and all claims, demands or causes of action for personal injury, damage to the environment or property arising from or attributable to the Use of Product. To the fullest extent permitted by Law, Buyer shall defend, indemnify and hold AHC, its affiliates and their respective employees, officers, directors and stockholders (collectively "Indemnitees") harmless from and against any and all claims, demands, lawsuits, causes of action, strict liability claims, penalties, fines, administrative law actions and orders, expenses (including attorneys' fees and expenses) and costs and liabilities of every kind and character ("Claims") which may arise for any reason whatsoever, including personal injuries, death, damage to property or to the environment, regardless of whether based on negligence, strict liability, contract, or breach of warranty, arising out of or related to a breach of its obligations under these Terms or the sale or Use of Product or material made in whole or in part from Product sold hereunder.

ALL DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THESE TERMS SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY OF THE INDEMNITEES.

5. DELIVERIES. (a) If Buyer has not issued instructions as to the method of shipment by the time Product is ready for shipment, AHC may select any reasonable method of shipment without liability by reason of its selection. To the extent flexibility is allowed by the Agreement for time or size of deliveries, the parties will cooperate to the extent reasonable to coordinate periods and times for deliveries hereunder, and Buyer will give reasonable prior notice as to quantities and scheduling desired, all subject to the quantities set forth in the Agreement. Buyer shall be solely liable for any demurrage arising out of the transportation, delivery, loading or storage of Product hereunder, and AHC shall not be liable to Buyer for damages or charges resulting from a delay in the delivery of Product.

(b) If and to the extent that Product sold hereunder is to be delivered from any AHC facility,
AHC shall have the right to require the execution of an access agreement prior to granting Buyer, its carriers, contractors or agents, access to such facility. Buyer agrees that it, and its carriers, contractors and agents, will comply with all of AHC's safety rules and regulations when they are at any of AHC's facilities.

(c) AHC may reject transports, containers or storage presented for loading/unloading/transfer or handling which, in AHC's sole discretion, would present an unsafe or potentially unsafe situation.

(d) AHC may refuse to load/unload, transfer or handle any Product under any conditions it deems, in its sole discretion, unsafe, including, but not limited to, conditions caused by drivers, personnel, equipment, procedures, and/or weather conditions.

(e) If Buyer, or its contractors or agents, loads, unloads or ships "hazardous materials" (in the United States (as listed in the Tables of 49 C.F.R. 172.101, 172.102 or 195.2 as amended or replaced from time to time) pursuant to the Agreement, then Buyer warrants that all hazardous materials will be prepared for shipment, loaded, shipped and unloaded in compliance with all applicable Laws regarding the handling and transportation of hazardous materials. To the fullest extent permitted by Law, Buyer will indemnify, defend and hold the Indemnitees harmless from and against all Claims of whatever nature arising out of or relating to Buyer's failure to comply therewith.

(f) If a release of Product occurs after Product has been loaded at AHC's shipping point, as between AHC and Buyer, Buyer will make all release notifications and reports that are required by Law and will provide AHC with written notice of such release notifications and reports within two (2) days of making the same. Further, as between AHC and Buyer, Buyer will be responsible for, and will promptly clean up, all such releases pursuant to applicable Laws.

(g) For all deliveries under the Agreement, Buyer is solely responsible for offloading or unloading all Product. To the extent Buyer fails to offload or unload the entire quantity of Product from the transport or container utilized for shipment (i) any residual or remaining Product shall be deemed to have been abandoned by Buyer for the beneficial use or re-use by AHC, and will become the property of AHC when received and accepted by AHC at the facility designated in writing by AHC; (ii) Buyer will not receive credit, payment or other consideration for any such residual or remaining Product; and (iii) Buyer is solely responsible for the transportation of such residual or remaining Product (including freight charges, shipping documents, and compliance with all Laws related thereto) until received and accepted by AHC at the facility designated in writing by AHC.

6. COMPLIANCE WITH LAW.

(a) The parties agree to comply with all applicable laws, treaties, conventions, directives, statutes, ordinances, rules, regulations, orders, writs, judgments, injunctions or decrees of any governmental authority having jurisdiction ("Laws") pertaining to the fulfillment of the Agreement.

(b) Buyer will be responsible for compliance with all Laws applicable to Product once Product has been delivered by AHC in accordance with these Terms, including, without limitation, those related to operations, safety, maintenance, equipment, size and capacity, and pollution prevention.

(c) If any license or consent of any government or other authority is required for the acquisition,
carriage or Use of Product by Buyer, Buyer will obtain the same at its expense, and if necessary, provide evidence of the same to AHC on request. Failure to do so will entitle AHC to withhold or delay shipment, but failure to do so will not entitle Buyer to withhold or delay payment of the price therefor. Any expenses or charges incurred by AHC resulting from such failure will be paid for by Buyer within ten (10) days of receipt of AHC's written request.

(d) Except as permitted under U.S. Laws, Product will not be sold, supplied or delivered by the Buyer directly or indirectly to any party or destination that, at the time of such sale, supply or delivery, is declared an embargoed/restricted party or destination by the government of the United States of America or by the United Nations. Within two (2) days after AHC's request, Buyer will provide AHC with appropriate documentation to verify the final destination of any Product delivered hereunder.

7. UNLOADING AND CONTAINERS. Buyer will unload and release all transportation equipment promptly so that no demurrage or other expense or loss resulting from delay shall be incurred and will comply with all instructions, if any, that AHC may give for return of such equipment. Buyer shall return returnable containers or packaging, freight collect. Buyer shall assume all other liability, including demurrage, with respect to such returnable containers and equipment, including packaging. Buyer agrees that if Buyer fails to return such containers and equipment within 120 days from date of invoice, AHC, at its option, shall have the right to transfer title to such unreturned containers or equipment to Buyer by invoicing Buyer for the same at AHC's then established prices, and the purchase price for such containers and equipment shall be due from Buyer upon receipt of invoice.

8. MEASUREMENT. Product quantities will be determined by AHC's measurement equipment at AHC's designated shipping point, unless proven to be in error. No adjustments will be made for (i) any quantities delivered more than ten (10) days prior to the date of any proven measurement confirming such error, or (ii) any claims for less than three percent (3%) of the quantities measured by AHC at the shipping point. Product quality shall be governed by a sample of Product taken by AHC at AHC's designated shipping point.

9. CLAIMS. Buyer shall, at its sole cost and expense, inspect Product delivered hereunder immediately after receipt. Within ten (10) days of Buyer's receipt of Product and before the use, disposition, processing, admixture, reaction or other change from the original condition of any part of Product (except for reasonable test and inspection quantities), Buyer shall notify AHC in writing if Product is found defective or short in any respect. Buyer specifically acknowledges and agrees that it must test the compatibility of any fiber Products prior to any Use of fiber Products if the fiber merge number or other identifier differs from that designated in previous shipments. Any Use of any of Product (except for reasonable tests and inspection quantities) or Buyer's failure to give written notice to AHC of such defect or shortage within such ten (10) day period shall constitute an unqualified acceptance of Product and a waiver by Buyer of all claims with respect thereto.

10. PAYMENT TERMS/CREDIT.

(a) Buyer shall pay all invoices, without deduction, via wire transfer of immediately available funds into a bank account designated by AHC pursuant to the payment terms set forth in the Agreement or by bank check drawn on a US bank. If the Agreement does not state payment terms, payment shall be received by AHC no later than thirty (30) days from the date of AHC's invoice. Delay in payment will result in Buyer being responsible for interest at a rate of one and a half percent (1½%) per month compounded monthly (19.6% per annum), or the maximum rate allowed by Law, whichever is less, on the outstanding amount of any unpaid invoice beginning on the day after the payment due date. If the payment due date is a Saturday, Sunday or holiday where AHC’S designated bank is authorized or required to be closed, Buyer shall make such payment on the next business day after such due date.

(b) AHC makes no assurance or guarantee regarding any amount of credit or the continuation of such credit to Buyer. If AHC, in its sole discretion, provides Buyer with a line of credit to facilitate purchases of Product from AHC under the Agreement, such credit line may be amended, decreased or terminated at any time at AHC's sole discretion.

(c) If any such credit is provided to Buyer, or Performance Assurance is required by AHC of Buyer, Buyer will provide to AHC any or all annual reports containing Buyer's and/or the Buyer's Performance Assurance provider's audited consolidated financial statements for a particular fiscal year. In all cases, the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles.

(d) Notwithstanding the foregoing, if AHC determines, in its sole discretion, that the
creditworthiness or future performance of Buyer is impaired or unsatisfactory, AHC may (i)
suspend deliveries of Product, (ii) require prepayment by wire transfer of immediately available funds at least three (3) days prior to a scheduled shipment of Product, and/or (iii) require Performance Assurance at least three (3) days prior to a scheduled Product shipment. Buyer hereby waives written notice of any such action. "Performance Assurance" means collateral in the form of either cash, letter(s) of credit, guaranty, or other security acceptable to AHC in its sole discretion.

(e) AHC reserves the right, at any time, to Set-off against any amount that AHC owes to Buyer under the Agreement or any other agreement between such parties. "Set-off" means set-off, offset, combination of accounts, netting of dollar amounts of monetary obligations, right of retention or withholding or similar right to which AHC is entitled (whether arising under the Agreement, another agreement, applicable Law, or otherwise) that is exercised by AHC.

11. LIMITED WARRANTY. AHC warrants only, at the time of delivery, that: (i) Product shall
conform to AHC's then current specifications for the specific Product sold hereunder; and (ii) AHC will deliver good title to Product and that Product shall be delivered free of liens or encumbrances. Buyer, having the expertise and knowledge in the intended Use of Product sold hereunder and any Use or other product or material made therefrom, assumes all risk and liability for results obtained by the Use of Product, whether Used singly or in combination with other substances or in any process.

EXCEPT AS SET FORTH IN THIS SECTION, AHC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS OF PRODUCT FOR A PARTICULAR PURPOSE, CONDITION OR QUALITY OF PRODUCT, ANY TRADE USAGE OR DEALING. ANY DETERMINATION OF THE SUITABILITY OF PRODUCT FOR THE USE CONTEMPLATED BY BUYER IS BUYER'S SOLE RESPONSIBILITY.

12. LIMITATION OF LIABILITY AND LIMITED REMEDIES. NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL AHC BE LIABLE TO BUYER FOR ANY (i) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR (ii) LOST OR PROSPECTIVE PROFITS, LOST EARNINGS OR BUSINESS INTERRUPTION, WHETHER OR NOT BASED UPON AHC'S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN TORT OR ANY OTHER CAUSE OF ACTION. FOR THE SAKE OF CLARITY, THE PRECEDING SENTENCE INCLUDES THOSE INCIDENTAL AND CONSEQUENTIAL DAMAGES REFERENCED IN §2-715 OF THE TEXAS BUSINESS ORGANIZATIONS CODE. Buyer's exclusive remedy vis-à-vis AHC for any cause of action under the Agreement, including for failure to deliver or late delivery, is, at AHC's option limited to (i) replacement of the non-conforming Product; or (ii) refund to Buyer of the portion of the purchase price attributable to such non-conforming Product. In no event shall AHC's cumulative liability exceed the price of Product sold which was the direct cause of the alleged loss, damage or injury. IN ANY EVENT, BUYER AGREES THAT THE RETURN OF THE FULL SALES PRICE FOR THAT PRODUCT SOLD WHICH WAS THE CAUSE OF THE ALLEGED LOSS, DAMAGE OR INJURY WILL PREVENT THE FOREGOING REMEDIES FROM FAILING OF THEIR ESSENTIAL PURPOSE, AND THAT SUCH REMEDY IS FAIR AND ADEQUATE.

13. DEFAULT. Upon the occurrence of any of the following events: (i) AHC shall not have received a payment due from Buyer hereunder by the date such payment is due under the Agreement or within five (5) days thereafter; (ii) the failure of Buyer to perform any other obligation in the Agreement and such failure is not excused or cured within ten (10) days after written notice thereof by AHC to Buyer; (iii) the occurrence of a Bankruptcy Event; (iv) the failure of Buyer to timely provide prepayment or Performance Assurance as provided herein; or (v) the failure by any Performance Assurance provider of Buyer to perform any obligation of such Performance Assurance provider under any document executed and delivered in connection herewith, then AHC, in its sole discretion and without prior notice to Buyer, may do any one or more of the following: (a) suspend performance under the Agreement or any other agreement between Buyer and AHC; (b) cancel the Agreement or any other agreement between Buyer and AHC, whereby any and all obligations of Buyer, including payments or deliveries due, will, at the option of AHC, become immediately due and payable or deliverable, as applicable; (c) take any other actions at Law and in equity and/or (d) Set-off against any amount that AHC owes to Buyer under the Agreement or any other agreement between such parties. If AHC suspends performance and withholds Product delivery as permitted above, AHC may sell Product to a third party and deduct from the proceeds of such sale the purchase price and all reasonable costs resulting from Buyer's default as identified above, including, without limitation, all costs associated with the transportation (including demurrage and other vessel or shipping related charges), storage, and sale of Product. The foregoing rights, which shall include, but not be limited to, specific performance and/or other equitable relief, without the requirements of posting of bond and proof of damage, shall be cumulative and alternative and in addition to any other rights or remedies to which AHC may be entitled at Law or in equity. In addition, AHC shall be entitled to recover from Buyer all court costs, attorneys' fees and expenses incurred by AHC in connection with Buyer's default, and interest on past due amounts at the rate specified in Section 10(a) hereof. "Bankruptcy Event" means the occurrence of any of the following events with respect to Buyer or any Performance Assurance provider for Buyer: (i) filing of a petition or otherwise commencing, authorizing or acquiescing in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law; (ii) making of an assignment or any general arrangement for the benefit of creditors; (iii) having a bankruptcy petition filed against it and such petition is not withdrawn or dismissed within thirty (30) days after such filing; (iv) otherwise becoming bankrupt or insolvent (however evidenced); (v) having a liquidator, administrator, custodian, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (vi) being generally unable to pay its debts as they fall due.

14. PATENT OR OTHER INFRINGEMENT ARISING FROM PRODUCT USE. Buyer expressly assumes the risk of and agrees, to the fullest extent permitted by Law, to indemnify, defend, and hold the Indemnitees harmless from and against any and all Claims for patent or other infringement by reason of Buyer's Use of Product provided hereunder, whether Used singly or in combination with other product or material, or in the operation of any process.

15. SPECIALTY MANUFACTURED PRODUCT. If the Agreement covers Products that must be manufactured especially for Buyer, and the Agreement is suspended, terminated or cancelled for any reason, Buyer will take delivery of and make payment for such Products as have been completed and such Products as are in process on the date notice of suspension, termination or cancellation is received by AHC. If Buyer for any reason cannot accept delivery of such Products, Buyer will make payment therefor as though delivery has been made and AHC will store such Products for Buyer's account and at Buyer's expense.

16. EXCUSED PERFORMANCE.

(a) Force Majeure: The parties will be excused from their respective performances hereunder (except Buyer's payment obligations) if performance is prevented or delayed by any acts of God, fire, explosion, flood, unusually severe or abnormal weather, riots or other civil disturbances, wars, acts of terrorism, actions of governments, voluntary or involuntary compliance with any Law or request of any governmental authority, strikes, lockouts or other labor difficulties, failure of usual sources of raw materials or other sources of supply, failure of computer systems to operate properly, destruction or loss of electronic records or data, failure of mechanical or chemical function or equipment normally used by AHC for manufacturing, handling or delivering of Product, or internally produced intermediates used in manufacture of any of Product, plant shutdowns, any necessity to not operate, or to reduce operation of, equipment in order to protect the safety of people or to protect the environment, or any circumstances beyond the reasonable control of the party seeking excuse from performance ("force majeure"). Promptly after a party determines a force majeure condition exists, that party will notify the other of the circumstances and consequences claimed and will use reasonable means to remove the cause(s) in question. Neither party will be obligated to settle any demands of, or disputes with, laborers; nor will Buyer be excused from paying monies due or complying with AHC's credit terms. Quantities affected by force majeure will be deleted from the Agreement, but the Agreement will otherwise continue in full force and effect for the term set forth in the Agreement. In periods of shortage of Product due to force majeure, AHC may apportion any reduced quantity of Product among itself and its customers and affiliates in an equitable manner. AHC shall not be required to acquire Product to replenish any shortfall in Product arising as a result of a force majeure. Should AHC acquire any quantity of Product following a force majeure, AHC may use or distribute, without apportioning, such Product at its sole discretion. Notwithstanding the aforementioned, any quantity of Product AHC acquires and distributes to any non-affiliated customers shall be equitably apportioned to all of AHC's non-affiliated customers. Under no circumstances will AHC be obligated to obtain Product for delivery hereunder except from its designated source(s) of supply, or if none is so designated by AHC, from its usual, customary and/or most recent source(s) of supply.

(b) Impracticability: AHC may suspend performance and/or terminate the Agreement without
liability to Buyer if, for any reason, AHC shuts down the unit(s) in which, or the plant at which, Product is made or if a change in circumstances (whether foreseeable or unforeseeable) causes AHC to incur a loss on a full cost basis at any time on the sale of Product hereunder.

(c) Shortages: If for any reason shortages occur in AHC's supply of the goods or products
necessary to produce Product, unless Buyer has provided AHC with written notice, and AHC agrees in writing, that each source of supply must be a qualified source of supply, AHC may, without obligation to Buyer, obtain similar products from other sources and allocate all such products produced among its customers, its own requirements and the requirements of its divisions, subsidiaries and affiliates, in a manner and amount that is fair and reasonable. AHC may deduct the quantity not shipped because of this allocation from the quantity under the Agreement without liability to Buyer for failure to deliver.

17. CONFIDENTIALITY. Buyer agrees to treat as confidential all information supplied by AHC, and not in the public domain, in connection with the Agreement, including, but not limited to: specifications, drawings, blueprints, and other technical, business or sales data, or statements of work (collectively referred to as the "Confidential Information"). Buyer agrees to (i) limit use of aforementioned Confidential Information only to the performance of the Agreement, and (ii) limit the disclosure of the Confidential Information to those of its employees necessary for the performance of the Agreement, unless prior written consent has been granted by AHC to permit other use or disclosure. Notwithstanding such consent, Buyer shall remain liable for any unauthorized disclosures of Confidential Information by any such employees. Buyer shall, upon request or upon expiration, termination or cancellation of the Agreement, promptly return all documents previously supplied, destroy any and all copies that were reproduced, and send written confirmation to AHC certifying such destruction.

18. TRADEMARKS. Except as may be contained in a separate trademark license, the sale of Product (even if accompanied by documents using a trademark or trade name) does not convey a license, express or implied, to use any trademark or trade name and Buyer shall not use a trademark or trade name of AHC's in connection with Product.

19. PROHIBITIONS. Buyer agrees not to (i) modify or attempt to analyze or reproduce any Product or any part thereof in any manner, directly or indirectly, or (ii) resell or distribute in any manner, directly or indirectly, Product to any person or entity engaged in the business of manufacturing fire retardant fibers or products and/or for use as protection against fire, heat or electric arc discharge. Buyer agrees not to utilize, incorporate, sell or distribute Product intended for use, directly or indirectly, for (a) insulation for blanket type products, insulated blanket type products, insulation for garments and/or insulated garments in each instance containing Product if such products are not represented, certified or labeled for as protection against fire, heat or electric arc discharge or (b) fire services protection or Industrial Work-Wear shirts, pants or coveralls.

20. SUCCESSOR AND ASSIGNS. The Agreement binds and inures to the benefit of Buyer and
AHC and their respective successors and permitted assigns. Buyer may not assign any interest in, nor delegate any obligation under the Agreement, by operation of Law or otherwise, without AHC's prior written consent. Any assignment or attempted assignment in contravention of the foregoing shall be null and void, shall be considered a breach of the Agreement, and shall permit AHC, in addition to any other rights that it may have, to terminate the Agreement.

21. GOVERNING LAW/VENUE FOR DISPUTES. The validity, performance, construction, and effect and all matters arising out of or relating to the Agreement shall be interpreted in accordance with the Laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods or any subsequently enacted treaty or convention shall not apply or govern the Agreement or the performance thereof or any aspect of any dispute arising therefrom. Any action or proceeding between Buyer and AHC relating to the Agreement shall be commenced and maintained exclusively in the state or federal courts in Harris County, Texas, and Buyer submits itself unconditionally and irrevocably to the personal jurisdiction of such courts. BUYER AND AHC EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THE AGREEMENT.

22. AMENDMENT. No salesperson or sales representative is authorized to bind AHC; orders placed with a salesperson or sales representative are not binding on AHC until confirmed in writing by AHC's authorized employee. All technical advice, services and recommendations by AHC are intended for use by persons having skill and know-how, and are accepted by Buyer at its own risk and AHC assumes no responsibility for results obtained or damages incurred from their use. No statements or agreements, oral or written, not contained herein or in a future amendment hereto executed by both parties will vary or modify the terms hereof. Neither party shall claim any amendment, modification or release of any provisions hereof unless the same is in writing and such writing: (i) specifically refers to the Agreement; (ii) specifically identifies the term amended; and (iii) is signed by duly authorized representatives of AHC and Buyer.

23. NOTICES. All notices, consents, communications or transmittals under the Agreement shall be in writing and shall be deemed received on the day of delivery if delivered by hand, or one (1) day after the delivery to a nationally recognized courier service for overnight delivery, or upon written confirmation of the completed transmittal if given by facsimile; or three (3) business days after deposit in the US mail, certified or registered recorded delivery mail, postage prepaid, addressed to the party to whom such notice is given at the address of such party stated in the Agreement.

24. INDEPENDENT CONTRACTORS. AHC and Buyer are independent contractors only and are not partners, master/servant, principal/agent or involved herein as parties to any other similar legal relationship with respect to the transactions contemplated under the Agreement or otherwise, and no fiduciary, trust or advisor relationship, nor any other relationship, imposing vicarious liability shall exist between the parties under the Agreement or otherwise at Law.

25. NO THIRD PARTY BENEFICIARIES. The Agreement is solely for the benefit of AHC
and Buyer and shall not be deemed to confer upon or give to any third party any right, claim, cause of action or interest herein.

26. MISCELLANEOUS. These Terms supercede any terms and conditions of previous dates, and if there is a conflict between these Terms and the specific provisions contained in the Agreement, the specific provisions contained in such Agreement shall control. Capitalized terms not defined herein shall have the meanings set forth in the Agreement. The captions and section headings set forth in the Agreement are for convenience only and shall not be used in defining or construction of any of the terms and conditions of the Agreement. Waiver by either party of any breach of the terms and conditions contained herein will not be construed as a waiver of any other or continuing breach. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of its other provisions. If the Agreement is a requirements contract or a partial requirements contract, or if rebates are to be paid, Buyer shall maintain books and records sufficient to document and verify Buyer's purchase obligations and history and shall permit Seller, during normal business hours, to audit those books and records. No course of dealing, course of performance, or usage of trade shall be considered in the interpretation or enforcement of the Agreement. Neither the expiration nor the termination of the Agreement shall impair the rights or obligations of either party that shall have accrued hereunder prior to or contemporaneously with such expiration or termination or arising under any other provisions which by their terms (such as payment obligations) are meant to survive a termination of the Agreement. The provisions of Sections 4, 11, 12, 13, 14 and 17 hereof and the rights and obligations of the parties thereunder, shall survive any expiration or termination of the Agreement.

27. LANGUAGE. These Terms are written in English.

[END OF TERMS]