Standard FRPD terms and conditions of purchase.

ACCEPTANCE OF THIS ORDER UNDER THIS AGREEMENT CONSTITUTES AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS

1. COMPLETE AGREEMENT: This agreement, including these terms and conditions, the specifications hereto, and any additional terms and conditions incorporated in writing into the Purchase Order, constitutes the sole and entire agreement between the parties hereto. No other terms and conditions shall be binding upon Buyer unless accepted by the Buyer in writing.

2. PACKING AND SHIPMENT: Deliveries shall be made as specified without charge for boxing, crating, or storage, unless otherwise specified. Goods shall be suitably packed to secure lowest transportation costs to conform with the requirements of common carriers and applicable specifications. It shall be the responsibility of Seller to ensure that all goods to be shipped under this contract shall be securely and safely packed, checked, and blocked in compliance with all applicable laws, regulations and orders and so as to afford sufficient protection to the goods contained therein against the elements and other risks of damage, loss or theft normally incidental to the shipment of goods of the type being shipped. Trailers transporting pipe and timber piping shall be fitted with appropriate pipe stakes (deck pins). Buyer has the right to reject any goods that are transported or loaded in an unsafe condition. Any costs incurred in re-loading and re-transporting will be born by Seller. Buyer's order numbers and symbols must be plainly marked on all invoices, packages, bills of lading, and shipping orders. Bills of lading should accompany each invoice. Buyer's count and weight shall be final and conclusive on shipments not accompanied by packing lists. Notwithstanding any provisions of this agreement to the contrary, the parties hereby agree that the risk of loss as to any goods described herein, and the title to such goods, shall pass to Buyer at the time that the goods are accepted by Buyer in accordance with Section 6 hereof unless otherwise provided in this order.

3. HAZARDOUS SUBSTANCES: "Hazardous Substance" shall have the meaning given to that phrase and to the terms special waste, waste, toxic substance, dangerous good, pollutant, deleterious substance, contaminant or any like term intended to have a similar meaning in any federal, provincial or municipal laws, by-laws, regulations or orders. Prior to, and with the shipment of the goods purchased under this agreement, Seller agrees to furnish to Buyer sufficient warning and notice in writing (including appropriate labels on the goods, containers, and packing) of any Hazardous Substance which is an ingredient or a part of the goods, together with any special handling instructions as may be necessary to advise the carrier, Buyer, and their respective employees of how to exercise that measure of care or precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the goods, containers and packing shipped to Buyer.

4. DELIVERY: Delivery shall be strictly in accordance with Buyer's delivery schedule. Unless otherwise specified on the face of this agreement, delivery shall be made DDP (Incoterms 2000) at Buyer's premises. If Seller's deliveries fail to meet such schedule, Buyer, without limiting its other remedies, may direct expedited routing and the difference between the expedited routing and the order routing shall be paid by Seller. Goods fabricated beyond Buyer's releases are at Seller's risk and may be rejected by Buyer in accordance with Section 6 hereof. Seller shall not make material commitments or production arrangements in excess of the full amount or in advance of the time necessary to meet Buyer's delivery schedule. Unless otherwise specified herein, Buyer shall have the right to reject any goods delivered in advance of Buyer's delivery schedule. Neither party shall be liable for excess costs of deliveries or defaults due to causes beyond its control and without its fault or negligence, provided, however, that when Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to Buyer.

5. DELAYS: Buyer may reject either before or after delivery, any goods which do not conform with all specifications and conditions of this order or are not delivered at the stated times, delivery times being of the essence. Delay in Seller's delivery and delay in Buyer's acceptance and payment shall be excused to the extent Seller's production or shipment or Buyer's receipt or use of the goods is prevented by strike or labour dispute, fire, or other circumstances beyond control within Seller's establishment or within Buyer's plant where the goods are intended to be received or used, except that Buyer may cancel undelivered goods which are so delayed. Buyer may cancel any portion of this order which remains unfilled after the beginning of any bankruptcy or insolvency proceeding by or against Seller or after the appointment of an assignee for the benefit of Seller's creditors or of a receiver. Seller shall not be excused from performing by reason of the default of its subcontractor or supplier, but shall supply the goods in any event.

6. INSPECTION TEST: All goods and services shall be received subject to Buyer's inspection and test. Buyer shall have the right, within a reasonable period, to reject, in whole or in part, any goods or services which breach Seller's representations or warranties under this agreement or which are determined by Buyer to be defective in material or workmanship. In addition, Buyer shall have the right to accept and correct the defects at Seller's expense. Goods or services rejected for any reason in accordance with these terms and conditions may be returned to Seller or Buyer may require correction or replacement of those goods or services all at Seller's risk and expense. Buyer's right to reject non-conforming goods or services or to avail itself of any other remedies to which Buyer may be entitled shall not be impaired as a result of Buyer inspecting or failing to inspect, paying for or accepting the goods or services, notwithstanding Buyer's knowledge of the non-conformity, its substantiality or the ease of discovery. Notwithstanding anything contained in any invoice rendered by Seller, the due date of each invoice shall be calculated from the later of the date of the invoice and the date of the acceptance of the goods or services by Buyer.

7. WARRANTIES: Seller warrants to Buyer that Seller has, or at the time of delivery to Buyer, shall have good and marketable title to the goods, free of all encumbrances. Seller acknowledges that Buyer has disclosed and Seller knows Buyer's intended purpose in purchasing the goods or services. If the goods or services purchased are being constructed or delivered according to specifications, or drawings supplied by Buyer or Seller, or a sample previously shown to Buyer, Seller warrants that the goods or services will conform thereto. Seller warrants that the goods or services shall be free from defects in designs, material, and workmanship and shall be the best quality, if quality is not specified. The warranties provided by Seller herein shall survive the delivery of the goods and services to Buyer and the termination of this agreement.

8. PATENTS & TRADEMARKS: Except where the goods are being manufactured according to specifications, drawings or a sample provided by Buyer, Seller shall be responsible for any infringement of any patent, utility model, trade-mark, trade name, design or copyright arising out of the purchase or use of the goods or services. If any claim of this nature arises, Buyer shall have the right to cancel this agreement. Seller shall be responsible for and shall defend any such claim and shall indemnify and save Buyer harmless from all actions, claims, demands, costs, charges, expenses (including legal fees on a solicitor and own client basis) and damages resulting there from. Seller shall grant to Buyer a worldwide, non-exclusive, royalty-free, irrevocable license to repair and have repaired, to reconstruct and have reconstructed the goods. Seller shall not assert any claim for technical information disclosed to Buyer in connection with the goods or services.

9. INDEMNITY: Seller further agrees: (1) to indemnify, protect, save and keep Buyer harmless from all obligations, damages, penalties, claims, actions, suits, costs, expenses, and disbursements (including reasonable legal fees and disbursements on a solicitor and own client basis) of whatsoever kind and nature which at any time may be suffered or incurred by, imposed on or asserted against Buyer, and in any way relating to or arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in the goods or services, whether latent or patent, including actual or alleged improper construction or design of the goods or the failure of the goods or services to comply with specifications or with any express or implied warranties of Seller, or arising out of any actual or alleged violation by the goods or services, or their manufacture, possession, use or sale, of any applicable law, statute or ordinance or any governmental administrative order, rule or regulation or from a breach of any representations, warranties or covenants of the Seller contained herein. (2) To pay for all materials and labor performed in pursuance of this agreement and to guarantee Buyer be held harmless from any and all claims, suits, or liens therefore by others than Seller.

10. TAXES: All goods and services taxes, sales taxes and other excise taxes are fully included in the price or prices shown herein unless it is otherwise expressly stated on the face of this purchase order. Any required registration number and breakdown of taxes, charged and paid, must be included in all invoices in accordance with Buyer's requirement. If any sales, use, duty, excise, or other similar tax, for which Buyer has not furnished or agreed to furnish an exemption certificate, is applicable to this agreement, it must be stated separately on the invoice, otherwise Buyer shall not be liable therefore.

11. COMPLIANCE WITH LAWS AND REGULATIONS: Seller covenants and agrees with Buyer that is shall comply with all federal, provincial and local laws, orders, rules, regulations and ordinances which may be applicable to Seller's performance of its obligations under this agreement.

12. ASSIGNMENT OR TRANSFER: Neither this agreement nor the payments to become due hereunder shall be assigned without the consent of Buyer and any assignment without such consent in writing shall vest no rights in the assignee against Buyer.

13. ARBITRATION: Seller agrees that Buyer shall have the exclusive right to decide whether disputes, controversies, or claims arising out of or relating to this agreement shall be settled in accordance with arbitration or through litigation in a court of competent jurisdiction. Should buyer decide to arbitrate any controversy, dispute or claim arising out of or relating to this contract, or the breach thereof, the matter will be decided by arbitration in Vancouver, British Columbia, Canada by a single arbitrator, pursuant to the British Columbia Commercial Arbitration Act and amendments thereto. To the maximum extent permitted by law, an award under this clause shall be final and binding upon both parties. The award may be entered into any court having jurisdiction. In the event of any controversy, Seller shall continue completion of the agreement if requested by Buyer with final settlement of any controversy to be made in the forum chosen by Buyer.

14. CANCELLATION: (A) Performance of work under this agreement may be canceled by Buyer, withor without cause, in whole or in part at any time by delivery, or by mailing or sending by facsimile a written notice of cancellation to Seller specifying the extent of such cancellation. Upon receipt of notice of cancellation, Seller shall terminate work to the extent specified and shall, as and to the extent directed by Buyer, (i) terminate all contracts relating to the performance of the terminated portion of this order, and (ii) deliver to Buyer, or if authorized or directed by Buyer, dispose of in accordance with such authorization or direction all fabricated or un-fabricated goods, part of goods, work in process, and completed goods and other supplies. (B) Buyer's liability, if any, upon cancellation shall be limited to paying Seller, to the extent unpaid, (i) the order price for all goods or services which have been fabricated or performed and delivered to Buyer in accordance with this order and any order amended hereto, and in the event of cancellation for the convenience of Buyer, (ii) actual costs (exclusive of profits) incurred by Seller and properly attributable by generally accepted accounting practices to the canceled portion of this order but not to exceed the aggregate price specified in this order, as amended for the goods or services canceled and not included under subdivision (i) of paragraph 14B hereof. (C) If an order amendment, issued for the convenience of Buyer, indicates a deduction or cancellation of scheduled quantities within the liability period stated (if any), Seller will advise Buyer of any changes resulting from such action within fifteen (15) days after date of such order amendment; otherwise Seller shall be deemed to have waived any claim for such charges.

15. CHANGES: Buyer reserves the right to change specifications, drawings, or quantities of the goods or services by this order, subject to equitable adjustment for any necessary differences in price pursuant to paragraph 14C or time of delivery. Verbal instructions or agreements relative to or altering this order in any way are unauthorized and will not be recognized and no changes shall be made without written instructions agreed upon by Buyer and Seller.

16. DRAWINGS: All drawings, specifications, and data furnished by Buyer to Seller hereunder shall remain the property of Buyer and shall not be disclosed by Seller to any other person or entity and shall be used by Seller only as and to the extent required for the performance of this order, unless Buyer shall otherwise approve in writing. Upon completion of work by Seller under this order and upon Buyer's request, Seller shall promptly return Buyer all drawings, specifications, and other data furnished by buyer in connection therewith, together with all copies or reprints then in Seller's possession or control, and Seller shall thereafter make no further use either directly or indirectly of any such drawings, specifications, or data or any information derived therefrom, without Buyer's prior written consent.

17. SET-OFF: If Seller becomes obligated to pay any sum of money to Buyer, under this agreement or otherwise, when such sum may be set off by Buyer against and will apply to any sum of money owed by Buyer to Seller.

18. GOVERNING LAW: This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.

19. SUCCESSORS AND ASSIGNS; DELEGATION: This agreement shall be binding on the parties hereto and their respective successors and assigns. Seller shall not assign or delegate the performance of any of its obligations under this agreement without the written consent of Buyer.

20. ACCEPTANCE: Seller shall cause a copy of this agreement to be signed and returned immediately upon acceptance of its terms and conditions. Seller warrants that the party whose signature appears as the accepting party has the authority to execute such agreement is received by Buyer. Should Seller fail to return a signed copy of this agreement to Buyer but proceed to supply any of the items or articles listed in this agreement, Seller shall be decreed to accept the terms and conditions of this agreement and acceptance shall be conclusive and binding by virtue of Seller undertaking to perform the work and provide said goods or services. Further, Seller shall provide waiver of lien if requested by Buyer prior to final payment of this agreement. No conditions, terms, or provisions inserted by Seller in acknowledging and accepting this agreement shall be effective unless the same are accepted in writing by Buyer.

21. NON WAIVER: Buyer's failure to insist on performance of any terms or conditions or to exercise any right or privilege or Buyer's waiver of any breach shall not be a subsequent waiver of any other terms, conditions or privileges. All of Buyer's rights and remedies under this purchase order shall be construed as cumulative and shall include all rights and remedies available under law and equity.