1. Carrubba Inc. (Seller) acknowledges receipt of Buyer's order, and accepts Buyer's order expressly conditional on Buyer's assent to the terms and conditions herein contained, whether additional to or different from those contained in Buyer's purchase order or any other form or document heretofore or hereafter supplied by Buyer to Seller. Buyer will be deemed to have assented to these terms and conditions unless Seller receives written notice of any objections within 15 days after Buyer's receipt of this form and in all events prior to any delivery or other performance of Buyer's order. Seller's failure to object to provisions contained in any purchase order or any other form or document from Buyer shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision. This contract and the terms and conditions shall be governed by and construed in accordance with the laws of the State of Connecticut.

No change by Seller of any term or condition of this contract or any of Seller's rights or remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be cancelled or changed by Buyer, unless Seller shall expressly consent thereto in writing by Seller's authorized officer. There are no representations, agreements, promises or understandings between Buyer and Seller that are not expressed herein.

2. Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other costs resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller's independent public accountants shall be conclusive on the parties hereto.

3. Seller makes NO WARRANTY OF MERCHANTABILITY and Seller makes NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Sellers recommendations or instructions regarding the use of the Goods shipped hereunder are based upon experience and information believed to be reliable. Such recommendations, instructions or information are NOT to be construed as creating any warranty, express or implied.

4. Unless specified differently in writing, all sales are F.O.B. Seller's shipping point. Delivery of goods to the carrier at Seller's plant or other loading point, shall constitute delivery to Buyer and regardless of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligation to accept remaining deliveries.

Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within ten days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.

Seller shall not be liable for any loss, damage or penalty, including but not limited to incidental and consequential damages, as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including, without limitation, unsuccessful reactions, acts of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm, or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

5. Seller may reduce, delay or suspend deliveries without liability if Seller is unable to manufacture or deliver the goods for any cause beyond Seller's control or if Seller is unable to supply the total demand for the goods as a result of natural forces, governmental actions or interruptions or shortages of materials, labor fuel, power or transportation. In such circumstances, Seller may allocate its available supply as it deems most fair, and may give preference to those Buyers who made the earliest commitments to take specific dates. Buyer may cancel any deliveries that are reduced, delayed or suspended by Seller; notice of cancellation must be given to Seller promptly after Buyer is informed of the reduction, delay or suspension of delivery.

6. Prices are in U.S. dollars. Terms of sale are net 30 days, unless otherwise stated. Goods will be billed at the price in effect at the time the order is accepted. All prices are subject to change without notice. If the financial condition of Buyer does not justify the terms specified, Seller may demand full or partial payment in advance before proceeding with the contract. If Buyer defaults in any payment when due, under this or any other order, Seller at its option without prejudice to its other lawful remedies, may defer delivery or cancel this contract.

7. Buyer acknowledges that the goods may not have been tested by Seller for safety and efficacy in food, drug, device, cosmetic, commercial, or any other use, unless otherwise stated in Seller's literature furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use, manufacture and market any goods purchased from Seller and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable federal and state food, drug, device, and cosmetic and other relevant laws and regulations, now and hereinafter enacted. Buyer further warrants to Seller that any final articles manufactured from Seller's goods shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under Section 404,505, or 512 of the Act be introduced into interstate commerce.

Items not listed as registered under the Toxic Substance Control Act (TSCA) are for use only in Research & Development by technically qualified individuals, or in products not regulated by TSCA (such as cosmetics, foods, food additives, etc.) Buyer assumes responsibility to assure that the goods purchased from Seller are approved for use under TSCA if applicable.

Buyer has the responsibility to verify the hazards and to conduct further research necessary to learn the hazards involved in using goods purchased from Seller. Buyer also has the duty to warn Buyer's customers and auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the goods. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the goods and not misuse the goods in any manner. If the goods purchased from Seller are to be repackaged, relabeled or used as starting materials or components of other products, Buyer will verify Seller's assay of the goods.

Buyer agrees to indemnify and hold seller harmless from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors and assigns, and its customers, whether direct or indirect, in connection with the use of Seller's goods, or by reason of Buyer's failure to perform the obligations herein contained. Buyer shall notify Seller within 15 days of Buyer's receipt of knowledge of any accident involving Seller's goods resulting in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.

8. SELLER DOES NOT WARRANT THAT THE USE OR SALE OF THE PRODUCTS DELIVERED HEREUNDER WILL NOT INFRINGE THE CLAIMS OF ANY UNITED STATES OR OTHER PATENTS COVERING THE GOODS THEMSELVES OR THE USE THEREOF IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS.

9. At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's goods. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY IT. ANY SUGGESTIONS BY SELLER REGARDING USE,

APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS EXPRESSLY DESIGNATED AS SUCH IN WRITING BY SELLER.

10. Materials shall not be returned to Seller without Seller's express permission.

Returnable containers are the property of Seller. Buyer shall be liable to Seller for any damage, partial or total, to such containers which is caused by the use of such containers by any other vendor not authorized by Seller.

Buyer must return each such container within 90 days in order to receive credit for such container.

In no event shall returnable containers be sent back to seller freight collect without Seller's permission.