INNOVATIVE TECHNOLOGIES GROUP & COMPANY LTD. (“Seller”) TERMS AND CONDITIONS FOR SALE

1. Deliveries and Shortages. All sales are F.O.B. point of manufacture. All freight cartage and handling charges will be paid by Buyer. Claims for shortages will not be considered unless written notice is received by Seller within 10 days from the date when products leave point of manufacture.

2. Excusable Delays. If Seller shall be delayed or prevented from delivering any product on the date promised due to any cause beyond its reasonable control, such delay shall be excused during the continuance of and to the extent of such cause, and the date of delivery shall be postponed for such period as may be necessary to enable Seller to deliver after the cause of delay has been removed.

3. Payments and Security Interest.

(A) The prices specified are in US currency, free of all expenses to Seller for collection charges. If shipment is delayed at Buyer’s request, payment shall become due and payable when Seller notifies Buyer that the products are ready for shipment. It is agreed that storage will be at Buyer’s risk with reasonable compensation to Seller for such storage and rehandling.

(B) Payment shall be made in cash prior to shipment or, subject in each instance to approval of credit by Seller’s credit department, within 30 days from date of invoice. All delinquent amounts will bear interest at the rate of 1.5% per month on the unpaid balance. Seller may, in its sole discretion, at any time change or withdraw any credit terms previously extended to Buyer. In the event Buyer fails to make any payment when due and Seller places the account with an attorney or collection agency for collection, Buyer agrees to pay all costs of collection including reasonable attorney’s fees.

(C) In the event that any indebtedness owed by Buyer to Seller shall be past due, Seller may, at its option and in addition to any other rights it may have, suspend further shipment until all such indebtedness has been paid. After shipment, all products shall be at the risk and expense of Buyer as to loss, destruction, damage, taxes and charges of every kind.

(D) Buyer specifically agrees that Seller shall have, and Buyer hereby grants to Seller, a security interest under the Uniform Commercial Code in all products covered by this Agreement as soon as each product has been shipped to Buyer. Buyer will pay all costs of filing any financing, continuation, or termination statements in all public offices in which filing is deemed by Seller to be necessary or desirable. Seller is hereby appointed Buyer’s attorney-in-fact to do, at Seller’s option and at Buyer’s expense, all acts and things which Seller may deem necessary to perfect and continue perfected the security interest created hereby so that it constitutes a valid and enforceable first priority security interest in and to such product(s).

4. Taxes and Duties. Buyer shall pay, in addition to the purchase price of any product, amounts equal to any tariff, duties and/or sales or use tax or any tax in lieu thereof imposed by any government or governmental agency with respect to the sale of such product(s).

5. Inspection Charges. Prices do not include charges connected with inspection by outside individuals or agents which is performed at the request of Buyer, unless otherwise indicated herein.

6. Evidence of Product’s Condition. Upon delivery of any products to a common carrier, a clean bill of lading or express receipt shall serve as conclusive evidence of the good condition of such products. Buyer shall make no claim against Seller for any damage to the products unless such damage was the direct result of Seller’s negligence.

7. Carrier to be Agent of Buyer. Whenever Seller shall deliver or cause to be delivered to a common carrier any products covered by this Agreement, whether the particular common carrier shall have been designated by Buyer or not, Seller shall be relieved of all responsibility for any delays or damages in shipment, and the common carrier to which Seller shall deliver such products is hereby declared to be the agent of the Buyer. Seller shall, however, retain title and right of possession until the purchase price has been paid in full.

8. Bankruptcy, Etc. of Buyer. Buyer agrees to carry sufficient insurance to protect Seller’s interest in the products. Prior to full payment of the purchase price, if Buyer should breach any of the terms of this Agreement or file or allow to be filed against it, a petition in bankruptcy or an assignment for the benefit of creditors, Seller may declare the entire balance due and, at its option, may repossess the products. Should Seller sell the products, the outstanding balance shall be credited by the amount realized on the sale less any expenses incurred to repossess and sell the products and collect the outstanding balance from Buyer.

9. Shipping Delays. Seller shall not be liable for any loss or damage for delay or non-delay due to the acts of either civil or military authority, acts of Buyer, or by reason of force majeure, which shall be deemed to mean all other causes whatsoever not reasonably within the control of Seller including, but not limited to, Acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, strikes, lock-outs or other industrial disturbances, delays of carriers, and inability to secure materials, labor or manufacturing facilities. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM DELAY IRRESPECTIVE OF THE REASON THEREFOR, AND RECEIPT OF THE PRODUCT BY BUYER SHALL CONSTITUTE ACCEPTANCE OF DELIVERY AND WAIVER OF ANY CLAIMS DUE TO DELAY.

10. Returns. No products will be accepted for credit if returned without written permission from Seller’s home office. All products accepted for credit are subject to a restocking charge according to a schedule which is available upon request from Seller. No product will be accepted for credit after ninety (90) days from date of purchase.

11. Warranty.

(A) Seller warrants that all of the products manufactured by it shall, at the time of shipment, be free from defects in material and workmanship in light of the state of the art at the time of manufacture. Seller’s liability for breach of this warranty shall be limited to the obligation to repair or replace, at Seller’s expense, any defective product or part manufactured by Seller which is redelivered to Seller’s plant, shipping charges prepaid, provided Buyer gives prompt written notice of such defects. No allowance will be given for repairs or alterations made by Buyer unless made with Seller’s prior written consent. Seller shall have no obligation or liability with respect to any claim made more than one year after shipment. All claims must be in writing and must specify the particular defect on which such claim is based.

(B) Seller shall have no responsibility for damages caused by ordinary wear and tear, unintended use, misuse, abuse or improper handling, operation, or storage of any product by Buyer or any third party. Extended Warranty is available upon request.

(C) THE WARRANTY OF SELLER AND SELLER’S OBLIGATIONS AND LIABILITIES FOR BREACH THEREOF AS SPECIFIED IN THIS AGREEMENT ARE IN LIEU OF, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND BUYER HEREBY WAIVES, (i) ALL OTHER WARRANTIES OF SELLER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR OR INTENDED USES, AND (ii) ALL OTHER OBLIGATIONS AND LIABILITIES OF SELLER FOR THE BREACH OF THE WARRANTY INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR CONSEQUENTIAL OR OTHER DAMAGES, WHETHER OR NOT FORESEEABLE, TO BUYER, ANY USER OF THE PRODUCT, OR ANY OTHER PERSON.

12. Patents. Seller shall hold Buyer harmless against liability and direct (not consequential) costs resulting from infringement of any United States patent by Seller-designed products. Otherwise, Buyer shall hold Seller harmless. The party claiming indemnity hereunder must minimize damages and give prompt notice and full cooperation to the indemnitor who shall have the sole right to defend or compromise.

13. Compliance with Laws. In performing hereunder, Seller shall comply fully with all applicable laws, ordinances, rules and regulations. Seller warrants that all products furnished to Buyer shall be produced in compliance with the Fair Labor Standards Act of 1938 as amended.

14. Changes. Seller reserves the right to make reasonable changes to the products. Seller shall notify Buyer as soon as practical if such changes affect delivery or price.

15. Cancellation. This Agreement may be cancelled only upon mutual agreement of Buyer and Seller after written request by Buyer. If such cancellation is agreed upon, Buyer assumes responsibility for the immediate payment of all cancellation charges.

16. Assignment. Seller may assign this Agreement or any rights or obligations arising hereunder without the consent of Buyer, but Buyer may not assign this Agreement or any rights or obligations hereunder without Seller’s written approval, which Seller may withhold in its absolute discretion.

17. Waiver, Alteration or Modification. No waiver, alteration or modification of any of the provisions hereof shall be binding on Seller unless made in writing and agreed to by a duly authorized officer of Seller. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.

18. General. The terms hereof, including those written within the body of this document, shall constitute the entire agreement between Buyer and Seller. This Agreement shall be construed in accordance with the laws of the State of Maryland, United States of America. Any litigation under this Agreement, if commenced by Buyer, shall be brought in a court of competent jurisdiction in the State of Maryland. In the event that any of the printed terms or conditions set forth herein are in conflict with or inconsistent with other terms, typewritten or handwritten, within this document, then the typewritten or handwritten terms shall govern to the extent necessary to remedy the conflict or inconsistency, but the printed terms shall govern all other respects.