1. Phoenix Mining Equipment, Inc. shall be hereafter referred to as "PME'. The entity purchasing the goods, or materials shall be referred to as Purchaser TM.

2. All orders are subject to acceptance by PME at its home office in Cincinnati, Ohio. The acceptance of orders for any of the goods or materials manufactured or provided by PME is contingent on Purchaser's acceptance of the precise terms and conditions described below.

3, Prices for PM Es products will be as stated in the standard PME price list in effect at the time PME accepts any order. Unless otherwise specified, payment shall be made in US dollars within thirty (30) days from invoice; thereafter, the unpaid portion of any invoice shall accrue interest at a rate of eighteen percent (18%) per annum. Prices are exclusive of all shipping charges and all taxes in effect in the state or county to which the material is shipped.

5. Orders may not be cancelled except upon PM Es written approval which shall be subject to Purchaser's payment of PME's reasonable cancellation cost plus a twenty percent (20%) cancellation fee.

6. No goods or products may be returned without PM E's written approval. A twenty percent (20%) restocking fee will be charged against the net billing price of the returned material. The freight charges on all returned shipments must be prepaid by the Purchaser.

7. PM E reserve the right to make substitutions and modifications in goods sold hereunder provided that such substitutions and modifications will not materially and adversely affect the performance of the goods. The descriptions, specifications and prices of all goods and materials are subject to change by PME without notice. The design, dimensions, and weights shown in the catalog are subject to variation.

8. In the event that this contract or the goods, materials or services to be supplied hereunder is subject to litigation or arbitration, PME shall be entitled to recover its reasonable attorney's fees at trial or arbitration, on appeal and in proceedings to collect any judgment recovered. Any action arising hereunder shall be governed by the laws of the State of Ohio.

9. Delivery shall be made F.O.B. PM E's warehouse, Cincinnati, Ohio. Title and risk of loss will pass to Purchaser on delivery of the goods, subject to a purchase money security interest retained by PME in the goods and to the proceeds thereof until full payment is received by PME. Purchaser agrees to execute such financing statements and other documents as PME request to protect its security interest.

WARRANTY

PME warrants that, except as provided herein, the goods sold pursuant to this contract shall be free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery. The goods and materials sold by PME are not warranted for durability or permanence. PME's obligations under this warranty are limited to supplying Purchaser with replacement parts or units as required. Purchaser agrees to obtain a return authorization number from PME prior to returning the goods and materials under this warranty. The above warranty is contingent upon the proper use and installation of the goods and does not cover goods which have been modified, misused, subjected to unusual use or stress, or used contrary to instructions or warning supplied with the goods. Any action for breach of this warranty must be commenced within one (1) year following delivery of the goods.

OBLIGATIONS AND LIABILITIES ON THE PART OF FME AND NO PERSON INCLUDING ANY D[ALER, DISTRIBUTOR, AGENT OR REPRESENTATIVE OF PME IS AUTHORIZED TO ASSUME FOR PME ANY LIABILITY ON ITS BEHALF OR ITS NAME, EXCEPT TO REFER PURCHASER TO THIS WARRANTY. THE ABOVE EXPRESS WARRANTY IS THE ONLY WARRANTY MADE BY PME, PME DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE FOREGOING, WARRANTIES OF MERCHANTABILITY OR FITNESS. THE EXPRESS WARRANTY STATED ABOVE IS MADE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, LOST PROFITS OR THE LIKE ARISING OUT OFOR IN CONNECTION WITH THE SALE, DELIVERY, USE OR PERFORMANCE OF THE GOODS. IN NO EVENT WILL PME BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF PME HAS BELN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PME SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR DELIVERY DELAYS.