Effective 1 January, 2002

Warranties:  TerraGroup warrants that each item to be delivered hereunder will be the kind designated or specified by the Buyer, unless agreed upon otherwise, in writing, by the Buyer, prior to shipment.

Delivery:  Unless otherwise specified in writing, the delivery of the products hereunder is F.O.B. Allentown, PA  Buyer shall specify preferred method of shipment.  Shipping dates are approximate and are based on prompt receipt of all necessary information from the Buyer.  Seller will endeavor to ship promptly and make delivery on the date quoted, but it is understood that Seller cannot guarantee any time for delivery and in no event shall Seller be liable for delay in delivery from any cause whatsoever.  Extension of delivery by Buyer is subject to acceptance by TerraGroup.

Claims:  All claims pertaining to a shortage in delivery must be present in writing to Seller within ten (10) days after date of delivery of products by Buyer.  Failure of Buyer to present any claim shall constitute a waiver thereof, and Buyer shall have no claim against Seller.

All claims pertaining to defective merchandise must be presented in writing to Seller within sixty (60) days after date of delivery of products by Buyer.  Seller shall have the right, in its sole judgment, to replace or repair such merchandise.  Returned merchandise will not be accepted by Seller without prior, written authorization by Seller.  Unauthorized returns of merchandise may be returned to Buyer without Seller's inspection and at Buyer's cost.

Prices:  Unless otherwise agreed to in writing or expressly stated on the quotation, prices are subject to acceptance within thirty (30) days from the date of quotation.  All prices quoted are in U.S. dollars.

Blanket Orders:  Prices on shipments extended over a ninety (90) day period from the date of order are subject to change in the event of an increase in the costs of raw materials.  Notification of such a material cost pass through will be provided by TerraGroup with reference to the Buyer's purchase order number.  Blanket orders will expire twelve (12) months from the date of the first scheduled shipment.

Payment Terms:  Each shipment shall be considered a separate transaction and payment terms shall be F.O.B. Allentown; Cash; Wire Transfer; Certified US Bank Check; Credit or Impac Card or Irrevocable Letter of Credit.

Limits and terms of credit hereof shall be subject to change or limitation by Seller at anytime.  Seller may demand some or all of the purchase price, in cash or cash equivalent, prior to delivery.

If Buyer is delinquent or in default in payment or otherwise, on this or any other contract, Seller shall have the right to suspend shipment until such time as said delinquency or default is cured, and cancel any undelivered portion of this or any other contract because of said uncured delinquency or default.

Cancellations:  Buyer may cancel their order provided they give written notice to TerraGroup and pay cancellations charges which are comprised of:

1. Charges for all costs incurred by TerraGroup up to and including the date of receipt by TerraGroup of the cancellation, for work in progress (to include materials, labor, shipping, and overhead burden).

2. All cancellation or re-stocking charges incurred TerraGroup on goods and/or materials obtained for subject order from outside vendors.

3. Setup and/or tooling charges as quoted.

4. 50% of the balance of a custom order, following the above adjustments.

General:  The above represents the entire agreement between TerraGroup and Buyer respecting the subject matter hereof.  Any representation, promise, condition or understanding not contained herein shall not be binding upon either party unless reduced to writing and signed by an officer of TerraGroup.

The validity, construction, and enforcement of this agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.  In the event of any dispute arising pursuant to the terms of the agreement, the parties specifically agree that the exclusive venue for judicial resolution thereof shall be vested in the appropriate state or federal court located in Allentown, Pennsylvania, and all parties waive any right to object to such venue as constituting an inconvenient forum.