ATLAS SERVICES LLC

STANDARD TERMS AND CONDITIONS OF PURCHASE

1.      ACCEPTANCE OF CONTRACT - Buyer shall not be bound by this order until seller executes and returns to Buyer the acknowledgment of the order. Seller shall be bound by this order and its terms and conditions when it executes and returns acknowledgment, or when it delivers to Buyer any of the items ordered, or renders for Buyer any of the services ordered herein. No contract shall exist except as herein above provided, any contract resulting here from shall be construed under the laws of the Commonwealth of Kentucky.

2.      AMENDMENTS - No agreement or understanding to modify this contract shall be binding upon the Buyer unless in writing and signed by Buyer’s authorized Agent. All specifications, drawings, and data submitted to Seller with this order are hereby incorporated herein and made a part hereof.

3.       PRICE - Buyer shall not be billed at prices higher than stated on this Purchase Order unless prior written authorization has been agreed upon with Buyer’s Agent.

4.      PACKING - All items of property ordered are to be packed in suitable containers for protection in shipment and storage and must adhere to our packing requirements when applicable. No charge shall be made for cartons, wrapping, packing, boxing, crating, delivery, drayage, or other costs, unless authority for such charge is expressly incorporated in this order. If delivery is to be made by common carrier, bills of lading must be sent in duplicate with correct weight and through rates specified.

5.      CASH DISCOUNTS - The date to be used for discount calculations shall be the date when both the items and services ordered herein and a complete invoice therefore have been received by Buyer.

6.       QUANTITY - Buyer shall not be obligated to accept excess shipment or under shipments. Such excess shipments may be accepted at no charge or returned at Seller’s expense. The Buyer’s count will be accepted as conclusive on all shipments.

7.      PACKING SLIP - An itemized packing slip bearing the Buyer’s order number and part number as shown herein must accompany each delivery. Each container must be marked to show this purchase order number, part number, net, tare and gross weights.

8.      SELLER’S INSOLVENCY - In the event of any proceedings by or against Seller, voluntary or involuntary, in bankruptcy or insolvency, or for the appointment of a receiver, trustee, or assignment for the benefit of creditors, Buyer shall have the right in its sole discretion, to cancel this order without penalty or to reduce the quantity of goods to be delivered by Seller hereunder.

9.      INSPECTION - All items to be delivered under this purchase order shall, at all times and places, including the period of manufacture, be subject to inspection and test by Buyer, and all Quality Assurance and Manufacturing Process History shall be available for inspection by Buyer or its authorized representative. Buyer and any Customer of Buyer whose operations could be affected by product(s) furnished by Seller in accordance with this Purchase Order shall have access to all areas of Seller’s premises and the premises of Seller’s subcontractors in which work on this purchase order is being performed. Materials and equipment purchased hereunder are subject to inspection and approval at the Buyer’s destination. Buyer reserves the right to reject and refuse acceptance of items which are not in accordance with the instructions, specifications, drawings, and data or Seller’s warranty (express or implied). This right of rejection and refusal includes the right to reject or refuse items which arrive at Buyer’s destination in a damaged condition regardless of whether such damage was the fault of Seller. Buyer will charge Seller for the cost of inspecting merchandise rejected, items not accepted will be returned to seller at Seller’s expense. Payment for any article hereunder shall not be deemed an acceptance hereof. Products and services will only be paid when work is completed to satisfaction of Buyer.

10.   DELIVERY - Time is of the essence for this contract and Buyer expects 100% “on-time” delivery from all of it’s Suppliers. If delivery of items or rendering of services is not completed by the time promised, the Buyer reserves the right, without liability, in addition to its other rights and remedies, to terminate this contract by written notice effective when received by Seller, as to stated items not yet shipped or services not yet rendered and to purchase substitute items or service elsewhere and charge the Seller with any loss incurred. Any provisions herein for delivery of articles or the rendering of services by installments shall not be construed as making the obligations of Seller severable. Buyer reserves the right: (a) to send amended shipped schedules in writing retarding or accelerating the dates of shipments of quantities stated in this order; and (b) to increase or decrease the quantities to be shipped on various dates so long as the total quantity designated by this order is unchanged by such actions; and (c) to order an overrun from Seller not exceeding 5% of the total quantity designated by this order. Seller shall not be liable for failure to ship when prevented by act of God or other cause. Beyond its control, provided Seller promptly notifies Buyer when such delay is apparent. Buyer shall not be liable for items which it fails to receive, regardless of whether such failure to receive was the fault of the Seller. Shipments sent C.O.D. without Buyer’s written consent will not be accepted and will be at Seller’s risk. Except as otherwise provided in this purchase order, Seller shall be responsible and bear all risks for loss and damage to the items required by this purchase order: until they are delivered at Buyer’s facilities, regardless of F.O.B. point or points of inspections or acceptance; (b) if such items are rejected.

11.   ASSIGNMENT - Seller shall not assign this order nor any moneys due or to become due hereunder without written consent of the Buyer. Any assignment or attempted assignment made without consent of the Buyer shall be void as to the Buyer.

12.   INSURANCE REQUIREMENTS - Seller agrees to provide ATLAS SERVICES LLC, when required by Buyer with a Certificate of Insurance evidencing coverage as may be specified in this purchase order.

13.   WARRANTY - Notwithstanding inspection and acceptance by the Buyer of the articles, material or work furnished under this order, the Seller expressly warrants that all the articles, material and work covered by this order will conform to the specifications, drawings, samples, or other descriptions furnished or specified by Buyer, and be free from defects in workmanship and material, and if the articles are not ordered to Buyer’s specifications, Seller further warrants that they will be merchantable and fit and sufficient for the purpose intended. Such warrantees, together with Seller’s service warrantees and guarantees, if any shall survive inspection, test, acceptance of, and payment for the articles and shall run to Buyer, its successors, assignees and customers. Except for latent defects, fraud, or such gross mistakes of Seller as amount to fraud, notice of any defect or nonconformity must by given by the Buyer to Seller within one (1) year after delivery, or one (1) year after receipt of satisfactory qualification test reports, if required hereunder, whichever is later. Buyer may, at its option either returns for credit or refund or require prompt correction or replacement of the defective or nonconforming article or part thereof. Return to Seller of any defective or nonconforming articles and delivery to Buyer of any corrected or replaced articles shall be at Seller’s expense. Articles required to be corrected or replaced shall be subject to the provisions of this clause, and the clause hereof entitled “Inspection” in the same manner and to the same extent as articles originally delivered under this order, but only as to the corrected or replaced part or parts thereof.

14.    PROPERTY FURNISHED TO SELLER BY BUYER - Unless otherwise agreed to in writing, all property furnished to the Seller by the Buyer, or specifically paid for by the Buyer, for use in the performance of this contract, shall be and remain the property of the Buyer, shall be subject to removal upon the Buyer’s instructions, shall be used only in filling orders from the Buyer, shall be held at the Seller’s risk, and shall be kept insured by the Seller at the Seller’s expense while in its ;custody or control in an amount equal to the replacement cost thereof, with loss payable to the Buyer. Copies of policies or certificates of such loss payable to the Buyer. Copies of polices or certificates of such insurance will be furnished to Buyer on demand.

15.    PATENTS, COPYRIGHTS, TRADEMARKS - Unless the articles covered by this order are supplied pursuant to Buyer’s specifications, Seller warrants that said articles do not infringe upon any United States patent, trademark, or copyright and that Seller will, at its own expense, indemnify and hold Buyer harmless from and defend Buyer and its affiliated corporations and their customers against any claim, damages, or liability asserted against any of them on account of any claimed infringements for or on account of the manufacture, sale, or use of any articles furnished hereunder together with all costs in connection therewith, including attorney’s fees.

16.   LIABILITY/INDEMNITY - Seller agrees to protect, defend, reimburse, indemnify and hold ATLAS SERVICES LLC, its parent(s), the respective subsidiaries and affiliates, and the employees and agents of ATLAS and its parent(s), and the respective subsidiaries and affiliates, free and harmless at all times from and against any and all claims, liabilities, expenses, losses, demands, damages, fines, and causes of action of every kind and character from any cause whatsoever made, incurred, sustained, or initiated by any party hereto, any party acquiring an interest hereunder, any agent or employee of any parties hereto, or of any party whomsoever, or any governmental agency arising out if, incident to, or in connection with this order, or the performance, non-performance or purported performance of the work or services or breach of terms thereof.

17.   PROPRIETARY INFORMATION - All Buyer furnished forecasts, promotions, designs, drawings or other material are to be considered proprietary and confidential information and may not be disclosed to others without Buyer’s prior written consent. All such designs, drawings or other data, including any copies thereof, in Seller’s possession, shall be returned upon Buyer’s request.

18.   TRANSFER OF TITLE - Transfer of title and ownership for all purchased merchandise shall occur only upon receipt, inspection and acceptance at Buyer’s specified destination.

19.   TERMINATION - Buyer may at any time with or without cause terminate this order in whole or in part by written or telegraphic notice to Seller. If this order is canceled without cause, any claim of Seller a) with respect to standard stock articles shall be limited to payment for articles actually shipped prior to such cancellation, and (b) with respect to articles manufactured to Buyer’s specifications shall be settles on the basis of reasonable cost: seller has incurred in the performance of this order.

20.   RETENTION OF RIGHTS - Buyer hereby retains all of its rights, title, and interest in and to all information, data, designs, drawings, and inventions furnished by Buyer to Seller for the purpose of assisting Seller in the performance of this order or in the submission of a bid by Seller for such performance, whether furnished prior to or after acceptance of this order. None of such information, data, designs, drawings, and inventions shall be disclosed by Seller, to others or used by Seller, except in the performance of this order without the prior written consent of Buyer. Upon completion of performance hereunder, all such information, data, designs, drawings, and inventions shall be promptly returned by Seller to Buyer.

21.   IMPLIANCE WITH LAWS AND REGULATIONS - In accepting this order, Seller represents that it has and will continue during the performance of this order to comply with the provisions of all federal, state and local laws and regulations (including all such laws and regulations in effect in other countries of manufacture) relating to the items or services covered by this order, including but not limited to all laws and regulations pertaining to the environment, the Fair Labor Standards Act of 1938, as amended; Section 202 of Executive Order 11246 (the Equal Opportunity Clause), as amended; the Occupational Safety and Health Act of 1970, as amended; and the standards and regulations issued under such Acts and Executive Order. Seller further agrees to indemnify and hold harmless Buyer for all damages, and all costs and expenses arising out of Seller’s failure to comply with any such Act or Order of the Standards or regulations issued thereunder or for the failure of the ns or services covered by this order to so comply

22.   EFFECT OF INVALIDITY - The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision