STANDARD TERMS AND CONDITIONS OF SALE . . .

This Sales Agreement ("Agreement") with AMC Industries, Inc. ("AMC") is subject to the following terms and conditions, which are incorporated in and made a part of the Agreement.

1. Acceptance.

This Agreement, initially prepared as a quote by AMC, is subject to assent by the customer ("Buyer") to all terms herein to which Buyer has previously objected (if any), or which materially alter any terms proposed by Buyer (if any) covering the subject matter of this confirmation.  Upon such acceptance the quote will become a binding agreement, subject, however, to price adjustment under Paragraph 3 below.  Moreover,  Buyer's acceptance of any part of the Goods sold hereunder, (the "Goods") any payment by Buyer for such Goods, or any other form of acceptance by Buyer, shall constitute Buyer's acceptance of all terms and conditions herein.  Descriptions, specifications, information and other data concerning AMC's products contained in AMC's catalogs, circulars, advertisements, price lists, or similar promotional materials or representations or statements thereof made by AMC's representatives or sales agents are AMC's estimates and approximations only, and shall not be binding except as and to the extent expressly agreed to by AMC.  AMC objects to any terms and conditions proposed by Buyer which vary the terms hereof.

2. Cancellation.

An order once placed with and accepted by AMC can be cancelled by Buyer only with the written consent of AMC and upon the terms that will indemnify AMC against any loss.

3. Price Adjustment.

Prices are based upon material, production, and manufacturing costs as of the Contract Date and upon duty, surcharge, tariff and similar import or export charges and currency exchange rates in effect on the Contract Date.  Should there be changes adverse to AMC in such prices, charges or rates occur, AMC reserves the right to adjust prices accordingly.  AMC's quotes are not binding upon AMC unless AMC expressly agrees in writing that they are not subject to change.

4. Delivery, Shipment, Security Interest, Risk of Loss, and Claims.

Delivery of Goods shall be F.O.B. at Temple Terrace, Florida unless otherwise specified by AMC.  AMC may, at its option, ship all of the Goods at one time or in portions from time to time.  AMC will attempt to ship Goods for delivery on or about the times stated on the face hereof, although time shall not be of the essence in this contract.  In the absence of instructions from Buyer, AMC shall have absolute discretion as to mode and routing of shipment.  Until Buyer has paid in full for all Goods, Buyer grants to AMC a security interest in all Goods and to the proceeds thereof.  Buyer shall execute and deliver any financing statements or other documents that AMC may reasonably require for the perfection of such security interest and Buyer hereby authorizes AMC to do all other acts reasonably necessary for the establishment, perfection, preservation, and enforcement of its security interest.  Risk of loss of the Goods shall pass to Buyer upon loading with carrier.  Buyer shall have all responsibility for and expense of preparing and filing claims against carriers for loss or damage to Goods in transit unless AMC otherwise requires or agrees.

5. Taxes.

Buyer shall pay all privilege, occupation, personal property, sales, excise, use and other taxes applicable to the sale, purchase, storage, erection, use or ownership of the Goods covered hereby, regardless of whether such taxes are invoiced by AMC.

6. Payment Terms.

Unless otherwise agreed, the net price amount for Goods purchased, payment for installation charges and reimbursement for any company charges or taxes paid by AMC, shall be due and payable by the Buyer immediately upon receipt of AMC's invoice.  Invoices not paid within thirty (30) days after the date of AMC's invoice will be subject to carrying charges.  Carrying charges shall accrue in the amount of one and one-half percent (1 1/2%) per month (18% per annum) on any overdue unpaid balance.  AMC's invoice shall constitute an "evidence of indebtedness" as that term is related to the recovery of attorney's fees.  Buyer shall reimburse AMC for the costs of collection, including reasonable attorney's fees of any overdue amount owed by Buyer to AMC and such collection costs shall be added to Buyer's indebtedness subject to the aforementioned carrying charges.  If, in AMC's opinion, Buyer's financial condition at any time does not justify continuance of the production or shipment on the terms of payment herein specified, AMC may require full or partial payment in advance.  All payments shall not be deemed to have been made until so received by AMC.

7. Installation of Goods.

Unless otherwise agreed or specified on the front this quote, prices do not include product erection or installation which shall be Buyer's responsibility and expense.  Buyer may obtain erection or installation service and assistance from AMC pursuant to a separately negotiated agreement, provided, however, that nothing in the Agreement shall obligate AMC to enter into any such agreement with Buyer except upon terms and conditions acceptable to AMC.  The limited warranty as provided for in Paragraph 10 shall apply only to Goods erected or installed by AMC or under AMC's supervision, or by some person or organization expressly approved and authorized in writing by AMC to perform such erection or installation.  In the event any Goods or Good is not thus erected or installed, any such limited warranty shall terminate immediately upon erection or installation or expiration of Buyer's 10-day inspection period as provided for in Paragraph 12.  Further, any such limited warranty provided for in Paragraph 10 or any other warranty in connection with the erection or installation of any Good or Goods shall be subject to and conditioned upon Buyer (or owner of the premises at which the Good or Goods are being erected or installed (the "Premises")) having installed deadwood/blocking within the walls of the Premises sufficient and appropriate for booth table support.  Buyer represents and warrants that such sufficient and appropriate deadwood/blocking shall be in place prior to any erection or installation work by AMC.  Buyer will indemnify and hold AMC harmless from any and all loss, damage, expense or costs incurred by AMC, including but not limited to any attorneys' fees and costs (including but not limited to paralegals' fees) arising from or in connection with Buyer's breach of the foregoing representation and warranty in this Paragraph.  AMC accepts no responsibility for material and equipment or for the acts of persons furnished by Buyer.

8. Force Majeure.

AMC shall have no liability for any non-performance or delay in performance caused by circumstances beyond AMC's control, including, but not limited to, acts of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, or failure of AMC's suppliers to furnish necessary parts or products for production of completion of the Goods or the Goods themselves.

9. Compliance with Laws.

Unless otherwise expressly agreed in writing signed by AMC and Buyer, AMC shall not be liable to Buyer for, and Buyer agrees to indemnify and defend and hold AMC harmless from, any liability arising or alleged to arise out of, any failure of the Goods to conform to any federal, state, or local law, order, regulation, or standard. If local regulations require inspection, the cost of the inspection and any modification(s) to the Goods is the responsibility of the Buyer.

10. Remedies of Buyer and Limitation of Warranties.

AMC warrants that the Goods shall be free from defects in materials and manufacture at the time of delivery to Buyer.  AMC may, at its option, repair or replace any defect, or pay the reasonable cost thereof, for any such defects for which notice is given to AMC within thirty (30) days after discovery of such defect by Buyer, but not later than six (6) months after delivery of the Goods to Buyer.  AMC shall have no obligation to remedy any defect except upon delivery, at Buyer's expense, of the defective part or parts to AMC at AMC's office in Temple Terrace, Florida. The repair, replacement or payment in the manner described above shall be the exclusive remedy of Buyer for breach of AMC's warranty.  AMC disclaims all other warranties whatsoever, express or implied, including all warranties of merchantability and fitness for a particular purpose.  In no event shall AMC be liable for any consequential, incidental, special or indirect damages whatsoever (including without limitation personal injury, property damage, lost profits or other economic injury) even if AMC has been advised of the possibility of such damages.  Buyer shall have no right of rejection or revocation of acceptance against AMC for any part or all of the Goods.  Normal wear, tear, and deterioration during use shall not constitute a defect in material or manufacture under this limited warranty.  In no event is AMC liable for any damages or loss attributable to incorrect use or abuse of the Goods, including but not limited to, inadequate or improper maintenance or unauthorized alteration, whether or not such alteration is necessary or recommended for the Good to conform with laws under Paragraph 9 above.  The foregoing warranty of AMC shall not limit Buyer's recourse against a manufacturer of Goods sold hereunder for any warranty extended by such manufacturer.  As to any Goods not manufactured by us, the warranty of any manufacturer or other third party shall not be deemed to be the warranty of AMC.

11. No Liability to Third Persons.

AMC shall in no way be liable to Buyer for any claim or action by any third person arising out of or alleged to arise out of the delivery of Goods covered by this Agreement or out of the presence of AMC's employees on Buyer's premises in connection with this Agreement, or out of the use, by Buyer or third persons, of the Goods.  "Third persons" shall include, without limitation, employees of both Buyer and AMC as well as all third persons not connected with Buyer or AMC.

12. Statute of Limitations, Claims.

No suit may be brought by Buyer for any breach by AMC or any other claim arising out of this contract after two (2) years from the date of delivery of the Goods.  No later than ten (10) business days after receipt by Buyer of Goods sold, Buyer must deliver to AMC written notice of any claim based upon the condition, quantity, or grade of the Goods sold or of any claimed nonconformity with Buyer's specifications, which notice must indicate the basis of Buyer's claim in detail.  The failure of Buyer to comply with this Paragraph 12 shall constitute irrevocable acceptance of the Goods by the Buyer and bind it to pay to AMC the full price of the Goods.

13. Waiver of Claims or Defenses Against Secured Parties.

Buyer agrees that it will not assert against any party having a security interest in any contract between Buyer and AMC, or in the inventory or accounts of AMC, or against any other assignee of any such contract, accounts, or inventory, any claim or defense that Buyer may have against AMC.

14. Governing Law, Venue, Jurisdiction.

This contract shall be deemed to have been made in the State of Florida, and any action arising out of it shall be governed by the law of the State of Florida.  Any action arising out of this contract may be brought only in a state or federal court siting in the County of Hillsborough, State of Florida.  Buyer consents that such courts shall have personal jurisdiction over Buyer with respect to any such action.

15. Waiver

Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any right or remedy at any one or more times be deemed a waiver or relinquishment of such right or remedy at any other time or times.

16. Entire Agreement; Modification.

The provisions of this Agreement, including the standard terms and conditions of sale, are intended as a complete and exclusive statement of the terms of the agreement between AMC and Buyer.  This Agreement may not be modified, rescinded, or cancelled, and no waiver by AMC of any claim or right hereunder shall be effective, except by writing signed by an officer of AMC.