1. ACCEPTANCE - The terms and conditions hereof must apply to and govern any contract between the parties: in case of any inconsistency between said terms and conditions and purchasers order, the terms and condition hereof shall prevail and Purchaser is notified of Advanced Process Technologies, Inc. (herein referred to as APT) objection to any such inconsistent terms or additional terms. This agreement between APT and the Purchaser is not binding unless accepted by APT in writing and shall be governed by and constructed in accordance with the laws of the State of Minnesota.
2. CHANGES - Any changes affecting equipment function, specification, destination or otherwise affecting the scope of the work are not binding upon APT unless made in writing and accepted by APT at its office. These changes are subject to mutual agreement in writing and to price and/or schedule adjustment based on prevailing prices plus any costs incurred or to be incurred by APT as a result of these changes.
3. CANCELLATION - In the event of any cancellation of the order by either party, Purchaser shall pay to APT the costs and expenses (including engineering expenses and all commitments to its suppliers and sub contractors) incurred by APT prior to receipt of notice of such cancellation from purchaser plus APT's usual rate of profit for the same similar work.
4. DELIVERY - Dates are approximate only. APT shall attempt to make shipment within time specified after the receipt of full data from Purchaser, including approved certified prints. Partial shipment may be made and invoiced upon completion of manufacture.
   In no event shall APT be liable for consequential damages, liquidated damages and/or penalties resulting from its delay or failure to deliver.
5. EXCUSABLE DELAY - APT shall not be liable for delays in delivery or in other performance due to causes beyond its reasonable control, including but without limiting the generality of the forgoing: acts of God: acts of civil or military authority, government priorities: fires, strikes or other labor disturbances: floods: war: riot: shortages of energy: delays in transportation: supplier, subcontractor, or Purchaser - caused delays. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay. As used herein, "performance" shall include fabrication, assembly, shipment, delivery, installation, testing and warranty repair or replacement as applicable.
6. ERRORS - APT reserves the right to correct stenographic or clerical errors that may be present in pricing or specifications in this quotation and/or order.
7. INSTALLATION, COMMISSIONING, STARTUP - Purchaser shall be responsible for receiving (including removal from carrier at jobsite), storing, installing, commissioning, Startup and maintaining the equipment. APT will, upon request, provide a quotation for services to assist Purchaser in these functions.
8. PRICES - Unless otherwise specified in writing, all written quotations expire sixty (60) days after date thereof provided APT is allowed to manufacture to normal production schedules and ship immediately upon completion. Quotations may be terminated earlier by notice and constitute only solicitations for offers to purchase. All prices are F.O.B. shipping point unless otherwise indicated.
9. TERMS OF PAYMENT - Terms are cash except as otherwise applicable under the terms contained in established schedules. Cash advances received with order shall be credited to Purchaser upon acceptance by APT. If Purchaser's order is not accepted, APT shall promptly refund the cash advance. No order will be accepted or production begin until receipt of cash advance.
   
   Payments not received within the time period specified are subject to service charge and carrying charge of one and one-half (1-1/2) percent per month on the outstanding balance, plus actual collection/attorneys fees.
10. RESCHEDULES - If Purchaser requests deferment beyond the scheduled shipping date, APT reserves the right to adjust prices as they prevail at the time of the specified shipping date. APT further reserves the right to assess additional handling and storage charges resulting from such delays in shipment.
11. SHIPMENT-PASSAGE OF TITLE - Transportation expenses shall be paid by the purchaser, unless otherwise indicated. Delivery to carrier constitutes passage of title to Purchaser irrespective of arrangements for transportation or insurance charges. Risk of loss shall pass to purchaser concurrently with passage of title.
12. TAXES - APT'S prices do not include customs duties or sales, use, excise, retailer's occupation and/or other similar taxes payable by reason of this transaction and Purchaser shall be responsible for the payment of such duties and taxes, which shall be assessed by APT unless Purchaser provides APT with a Tax Exemption Certificate acceptable to the Taxing Authorities. Purchaser shall reimburse APT for any such duties and taxes, including interest and penalties thereon, as may be paid by APT and shall also reimburse APT for any expenses connected therewith.
13. WARRANTY - APT warrants new equipment manufactured by us to be free from defects in material and workmanship under normal use and service for a period of one (1) year after shipment from factory. For breach of warranty of any kind, the measure of damages to be recoverable, from APT shall be limited to repair or replacement of the part or equipment which examination discloses to the satisfaction of APT to be defective, or the payment of the price of making such a repair or replacement, at the option of the APT. This warranty is expressly in lieu of all other warranties, expressed or implied, and all other obligations and liabilities on our part. Any warranty of merchantability is expressly excluded. We neither assume nor authorize any other persons to assume for us any liability in connection with the sale of our products and no other warranty will be honored unless in writing and signed by an officer of the corporation.
    
    This warranty shall not apply to any product of our manufacture which has been repaired or altered outside our factory, or which in our opinion, has been subject to misuse, negligence or accident. APT will not assume any charges for repairs made during warranty by anyone other than APT. Also APT assumes no liability or responsibility for transportation, to and from repair point, nor any loss of time do to repair. This warranty does not cover components or other manufacturers beyond such warranty as is made by such manufacturer. Any such action for breach of warranty shall be commenced within one (1) year of said breach or be forever barred.
    
    All information including design details and dimensions contained herein are confidential and proprietary and must not reproduced, disclosed to others, or used in the production of parts, unless authorized in writing by APT.
14. LIMITATION OF LIABILITY - APT's liability on any claim based upon contract, warranty (except warranty of title), tort (including negligence), strict liability or otherwise for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the design, manufacture, sale delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any equipment covered by or furnished under this contract shall in no case (except as provided in the paragraph entitled "Patents") exceed the contract price and shall terminate one year after shipment of equipment. Purchaser shall institute any suite or claim within one (1) year of accrual of any cause of action, or shall be barred therefrom. In no event shall APT be liable for incidental or consequential damages.
15. INDEMNITY AND INSURANCE - APT maintains blanket insurance polices covering Workman's Compensation , general public liability, automobile liability and property damage to cover work on purchasers premises and will make available to purchaser at purchaser's request such certificates of insurance coverage from sureties of APT's choice. Purchaser agrees to indemnity and save APT harmless for all loss, cost or damage incurred by APT as a result of Purchasers negligence or misapplication of APT supplied products.
16. LAWS AND REGULATIONS - APT complies with all applicable executive orders and federal, state laws and regulations including, but not limited to, the Fair Labor Standards Act of 1983 (Federal Wage and Hour Law), the Equal opportunity Clauses per Executive Order No, 11246 and Occupational Safety and Health Act of 1970.
17. COMPLETE AGREEMENT - These terms and conditions together with the APT proposal shall constitute the complete and final agreement and understanding between Purchaser and APT, and shall not be modified in any way unless agreed in writing by a duly authorized representative of the purchaser and APT.

MARCH 2000