NOTICE: THESE TERMS AND CONDITIONS, TOGETHER WITH ANY ADDITIONAL WRITTEN DOCUMENTS OF ARKANSAS GENERAL INDUSTRIES, INC. (AGIMOTORS), REPRESENT THE FINAL AND EXCLUSIVE TERMS AND CONDITIONS BETWEEN THE PARTIES AND MAY NOT BE MODIFIED, SUPPLEMENTED, EXPLAINED, SUPERSEDED, RESCINDED OR WAIVED BY PAROL EVIDENCE, BUYER ORDER, COURSE OF DEALING, AGIMOTORS' PERFORMANCE OR DELIVERY, USAGES OF TRADE OR CUSTOM OR IN ANY OTHER WAY EXCEPT IN A WRITING SIGNED BY AN OFFICER OF AGIMOTORS. ANY REFERENCE BY AGIMOTORS TO BUYER'S SPECIFICATIONS OR REQUIREMENTS, AND ANY CATALOGUES, CIRCULARS OR SIMILAR PAMPHLETS OF AGIMOTORS, ARE FOR GENERAL INFORMATION PURPOSES ONLY AND SHALL NOT BE DEEMED TO MODIFY THE PROVISIONS HEREOF. AGIMOTORS' FAILURE TO ENFORCE ANY OF THESE TERMS AND CONDITIONS AT ANY TIME SHALL NOT IN ANY WAY AFFECT, LIMIT OR WAIVE AGIMOTORS' RIGHT THEREAFTER TO ENFORCE AND COMPEL STRICT COMPLIANCE WITH EVERY TERM AND CONDITION HEREOF. IN THE EVENT THAT ANY PURCHASE ORDER BY BUYER CONTAINS ANY TERM OR CONDITIONS AT VARIANCE WITH THESE TERMS AND CONDITIONS, UNLESS BUYER PROMPTLY NOTIFIES AGIMOTORS THAT IT OBJECTS TO THESE TERMS AND CONDITIONS AND SUCH OBJECTION IS MADE IN WRITING WITH SPECIFICITY, BUYER SHALL BE DEEMED TO HAVE ASSENTED TO ALL OF THEM AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL PREVAIL.

1. DEFINITIONS
The following terms shall be defined as follows:
(a) "Buyer" means the party purchasing from AGIMOTORS.
(b) "AGIMOTORS" means AGIMOTORS, a New Hampshire corporation.
(c) "Order" means Buyer's oral or written order, including any purchase order, for Products from AGIMOTORS.
(d) "Products" means the products purchased by Buyer from AGIMOTORS as indicated on the reverse side hereof.
(e) "Terms and Conditions" means the terms and conditions of this Document.

2. PACKING AND SHIPPING
Unless otherwise specifically provided, delivery of the material shall be made F.O.B. AGIMOTORS' plant. Risk of loss of products in any event shall pass to the Buyer upon delivery of the products by AGIMOTORS to a common carrier or other shipping agent

3. PERFORMANCE, INSPECTION AND ACCEPTANCE
All Products purchased by the Buyer shall be deemed inspected and accepted within five days after delivery to the location specified by the Buyer in its Order. All claims by the Buyer, including claims for shortages, and excepting only those provided for under the WARRANTY, LIMITATION OF LIABILITY and PATENTS sections below, shall be asserted in writing by the Buyer within said five day period or they shall be deemed waived. If the Buyer's Order involves partial performances, all such claims shall be asserted within said five-day period of each partial performance. Rejections may be only for defects substantially impairing the value of Products and rejection shall be the only remedy therefor. The Buyer's remedy for lesser defects shall be those provided for under the WARRANTY, LIMITATION OF LIABILITY and PATENTS sections below. There shall be no revocation of acceptance. No Products shall otherwise be returned unless AGIMOTORS' written consent is first obtained. Returned material shall be carefully packed and insured for shipment by the Buyer. AGIMOTORS shall not be responsible for material damaged or lost while en route.

If Buyer wrongfully rejects or revokes acceptance of the Products or fails to make a payment as provided for under the PRICES AND PAYMENT section below, AGIMOTORS may, at its discretion, among other remedies, terminate the Order, suspend further deliveries, or recover as damages the price of such Products as referred to herein. AGIMOTORS shall not be liable for any failure or delay in the delivery of Products when such failure or delay is directly or indirectly caused by or in any manner arises or results from fire, flood, storm, explosion, earthquake or act of God, epidemic, quarantine restriction, riot, civil commotion, embargo, hostility, mobilization for war, interference by civil or military authority, domestic or foreign governmental act, regulation or ruling, including but not limited to priorities, allocation, freeze or rationing order, strike, labor dispute, the inability of AGIMOTORS to procure labor, machinery, equipment, materials or supplies, or any other similar or dissimilar cause beyond the reasonable control of AGIMOTORS. Any delays so occasioned shall affect a corresponding extension of AGIMOTORS' performance dates, which are, in any event, understood to be approximate. All deliveries are F.O.B. AGIMOTORS' plant unless otherwise specified in AGIMOTORS' sales order or quote.

4. PRICES AND PAYMENT
Buyer shall pay to AGIMOTORS all charges for Products provided by AGIMOTORS to Buyer and all applicable preparation, packing and freight charges at the time indicated on AGIMOTORS' invoice. The prices specified are in U.S. currency, payable to AGIMOTORS free of all expenses incurred by AGIMOTORS for collection charges. Pro Rata payments shall be made for partial shipments. If delivery is prevented or postponed at Buyer's request, or by reason of any other cause set forth, specifically or by implication as provided in Section 3 above, then all dates of payment related to delivery shall relate instead to the placement of such product in storage. In such event (1) AGIMOTORS' delivery obligations shall be deemed fulfilled and title and all risk of loss or damage shall thereupon pass to Buyer, (2) any amounts otherwise payable to AGIMOTORS upon delivery shall be payable upon presentation of AGIMOTORS' invoices and its certification to such cause, and (3) all expenses incurred by AGIMOTORS such as for preparation for the placement into storage, inspection, preservation and insurance, shall be payable by Buyer upon submission of AGIMOTORS' invoices. The foregoing extension of delivery will apply even though such cause(s) may occur after AGIMOTORS' delivery has been delayed for other causes.

When, in the opinion of AGIMOTORS, the financial condition of Buyer renders it necessary, AGIMOTORS may require cash payment or satisfactory security before shipment. If payment for such charges is not made to AGIMOTORS at such time, Buyer shall pay, in addition to such Product charges, interest charges at the lesser rate of 18% per annum or the maximum rate permitted by applicable law. In the event that any amounts invoiced are not paid when due, Buyer agrees to pay all of AGIMOTORS' costs and expenses of collection thereof, whether through legal proceedings or otherwise, including but not limited to reasonable attorneys' fees.

AGIMOTORS may make price changes as may be necessitated by increase in cost of labor and material. After effective date of such price change for these reasons, and written notice thereof, the Buyer, upon thirty days written notification to AGIMOTORS, may cancel the undelivered portion of this order provided that all expenses relating to this order, including but not limited to, cancellation fees, inventories, restocking charges, carrying costs, and other related costs are paid in full to AGIMOTORS. The price and delivery stated hereon are based upon specifications and information furnished at the time of this quotation or acknowledgment. If subsequent changes required shall result in increased cost, it is agreed that the price will increase proportionately and that the time of delivery may be extended.

5. SECURITY AGREEMENT
Buyer hereby grants to AGIMOTORS a purchase money security interest in any Products sold to Buyer to secure the payment of Buyer's obligations to AGIMOTORS hereunder. In the event Buyer defaults in the payment of any amount required to be paid by it, whether under the Order or otherwise, and the default continues for a period of ten days after written notice to Buyer, all unpaid amounts owing to AGIMOTORS by Buyer, whether pursuant to the Order or otherwise, shall become immediately due and payable. In addition to the right of acceleration of such amounts, AGIMOTORS may pursue any and all remedies provided by law, including costs, expenses, collection agency fees and reasonable attorney's fees. At AGIMOTORS' request, Buyer shall execute and deliver to AGIMOTORS a financing statement covering such Products.

6. WARRANTY
AGIMOTORS warrants to Buyer that the Products, at the time of their manufacture, and for one year thereafter, shall be free from defects in material or workmanship, provided that this warranty shall terminate and be of no further force or effect upon any improper storage or use of the Products. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER SHALL GIVE AGIMOTORS NOTICE OF ANY CLAIM FOR ANY ALLEGED BREACH OF THIS WARRANTY WITHIN THIRTY DAYS OF RECEIPT OF SHIPMENT BY BUYER. FAILURE TO PROVIDE SUCH NOTICE SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS RELATING TO SUCH ORDER. IF A DEFECT IN AGIMOTORS' PRODUCT APPEARS, AND BUYER HAS GIVEN PROMPT NOTICE OF SUCH DEFECT, AGIMOTORS MAY, AT ITS OPTION, REPAIR, REPLACE OR ISSUE CREDIT FOR THE PRODUCT. AGIMOTORS MAY REQUIRE THE RETURN, TO A DESIGNATED AGIMOTORS LOCATION, OF THE DEFECTIVE PART(S), TRANSPORTATION PREPAID BY BUYER, TO ESTABLISH BUYER'S CLAIM. NO ALLOWANCE WILL BE MADE FOR REPAIRS UNDERTAKEN WITHOUT AGIMOTORS' WRITTEN CONSENT OR APPROVAL. THIS WARRANTY APPLIES ONLY TO PRODUCTS MANUFACTURED BY AGIMOTORS. WARRANTIES ON PRODUCTS MANUFACTURED BY OTHERS, IF ANY, ARE ASSIGNED TO BUYER BY AGIMOTORS (WITHOUT RECOURSE) AT THE TIME OF MANUFACTURE.

7. LIMITATION OF LIABILITY
The sole and exclusive remedy of Buyer and any other purchaser of the products against AGIMOTORS shall be the repair or replacement without charge of such items of AGIMOTORS' production as AGIMOTORS agrees are defective, or the issuing of credit with respect thereto, all at AGIMOTORS' option. AGIMOTORS' liability with respect to any claim of any kind for loss or damage arising out of, resulting from or concerning any aspect of the offering and sale by AGIMOTORS of its products to Buyer is expressly limited to whichever the following measures AGIMOTORS, at its sole discretion, shall determine to be appropriate:

(a) Repair of defective or non-conforming Product(s)
(b) Replacement of defective or non-conforming Product(s)
(c) Credit for defective or non-conforming Product(s)

AGIMOTORS' liability as aforesaid shall be applicable only as regards such defective or non-conforming Products are returned to AGIMOTORS within twelve months of the date of manufacture. The remedies provided hereinabove in this paragraph shall constitute Buyer's sole and exclusive remedies for loss or damage arising out of, resulting from or concerning any aspect of the offering and sales by AGIMOTORS of its Products to Buyer, and AGIMOTORS shall not, under any circumstances, (whether as a result of breach of contract, breach of warranty, tort or otherwise), be liable to Buyer in that regard for consequential, incidental, special, punitive, exemplary or other damages of any kind or manner, including, without being limited to, loss of profits or revenues, loss of use or of damage to associated products or equipment, costs of capital or costs of substitute products, facilities or services.

8. RETURNED MERCHANDISE
No material shall be returned to AGIMOTORS without a Return Material Authorization number. This number can be obtained by calling the Eastern Air Devices Service Coordinator. Any goods returned to AGIMOTORS without a Return Material Authorization number will not be accepted by AGIMOTORS, and will be returned to Buyer collect. Reshipping charges on non-defective merchandise or on merchandise which has been abused by Buyer must be borne by Buyer.

9. DAMAGED SHIPMENT
AGIMOTORS is not liable for any damages occurring during shipment. Shipments received in damaged condition are the sole responsibility of the Buyer. Claims on such damaged shipments must be filed directly with the Carrier by the Buyer.

10. PATENTS
The sale of Products to the Buyer does not infringe any patent, and AGIMOTORS shall indemnify the Buyer against any final judgment for damages for infringement of any such patent, provided that the Buyer shall promptly notify AGIMOTORS in writing upon receipt of any claim for infringement, or upon the filing of any such suit for infringement, whichever first occurs, and shall afford AGIMOTORS full opportunity, at AGIMOTORS' option and expense, to answer such claim or threat of suit, assume the control for the defense of such suit, and settle or compromise the same in any way; provided, however, AGIMOTORS does not warrant that Products will not infringe any patent if (A) such Products are not AGIMOTORS' manufacture or are manufactured, in whole or in part, according to the Buyer's design specification, or (B) are used or sold in combination with other materials or apparatus not sold by AGIMOTORS to the Buyer. AGIMOTORS SHALL NOT BE LIABLE AND WILL NOT INDEMNIFY THE BUYER FOR DAMAGES OR LOSSES OF ANY NATURE WHATSOEVER RESULTING FROM ACTUAL OR ALLEGED PATENT INFRINGEMENT ARISING PURSUANT TO CLAUSES (A) OR (B) ABOVE. THIS PARAGRAPH STATES THE ENTIRE RESPONSIBILITY OF AGIMOTORS WITH RESPECT TO PATENT INFRINGEMENT.

11. TOOLS
All designs, tools, dies, jigs, fixtures, patterns and the like, made or used by or for AGIMOTORS, in connection with this order are understood to be the sole property of AGIMOTORS and are to be in no way subject to the use, inspection or other control of any other party. AGIMOTORS shall be free to use any or all of the above for any purpose whatsoever without notification to or consent of the Buyer or any other person, company or agency.

12. TAXES
Prices referred to on the reverse side hereof are exclusive of all existing or future applicable city, state and federal taxes, fees, and other public charges imposed upon the sale, purchase, shipment or use of the Products. Any and all such taxes, fees, and other public charges shall be borne by Buyer, who shall promptly pay the amount thereof.

13. GOVERNING LAW
This sale contract between AGIMOTORS and Buyer shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflict of laws principles thereof) and shall inure to the benefit of, and be binding on, the parties and their successors and permitted assigns.

14. ASSIGNMENT
This agreement between AGIMOTORS and Buyer shall be binding upon and inure to the benefit of the prospective successors and assigns of each of the parties hereto, but this agreement shall not be assigned by Buyer without the prior written consent of AGIMOTORS and any purported assignment in violation of the foregoing shall be null and void.