AMMENDMENT E TERMS AND CONDITION REV.B

A. Quotation

1. All quotes are for the items and quantities specified in the quotation only.

2. All latest quotation overrides the previous one for the same item and/or quantity.

3. Validation of the quote 30 calendar days if not different on the specific quote.

4. MOQ and currency are specified on the quotation when applicable

B. Engineering Changes

1. All changes of the drawing will affect the cost and delivery.

2. We reserve the rights to requote or refuse to manufacture the items.

3. Compensation will be paid by the customer.

C. Acceptance of the Purchase Order

Every acceptance of the Purchase Order will be acknowledged in writing no later than 1 (one) week after receiving.

D. Confidentiality

Confidentiality, proprietary and trade secret information and /or material will be kept in secret and no discussion will be made with anybody not involved in this order. An agreement will be signed with the customer if necessary.

E. Taxes

All taxes are extra where applicable.

F. Subcontract

No subcontract of any quantity will be exercised.

G. Electrostatic discharge control requirements.

All ESD parts will be handled in accordance with our EDS procedures.

H. Inspection

Final inspection will be provided on 100% quantity and COC and/or testing report will be provided.

I. Packing and Shipping

1. All items will be individually marked, wrapped to the requirement of the drawing or to the best commercial practices before suitably packed into the box.

2. The shipping container/cardboard box will be double wall or in accordance to the drawing requirement.

3. The shipping will be made in accordance with drawing requirements or customer written instructions.

J. Warranty

1. All the parts will be shipped free from defects of material or workmanship and will conform to drawings and specifications.

2. Parts are covered by 1 (one) year limited warranty. Warranty will be void if the customer damages the parts.

K. Delivery Schedule

1. Parts will be shipped after completion and inspection in accordance with the customer schedule.

2. The customer will be notified in writing if late deliveries will occur.

3. Cost of shipment will be covered by the customer.

L. Cancellation and Returns

1. All our products are built for specific customer by following the customer drawing. All items of the purchase orders are not cancelable and not returnable for the above reason.

2. When the purchase order is cancelled by the customer compensation will be paid after negotiation.

3. The customer shall not return to Seller any goods purchased form Seller except upon Seller’s specific written authorization in each instance.

4. All freight and restocking charges for returned goods will be negotiation at the time of authorization.

M. Sale of Business

In the event that the Customer sells all or substantial portion of its assets to another entity (the “Successor”) under circumstances in which the business then conducted by Customer is or may be continued by the Successor, Customer, shall give Seller thirty days written notice thereof. In the event that Customer does not provide such notice to Seller, Customer shall be liable for and shall pay on demand the amount of all accounts receivable due by Successor to Seller arising from the date of each sale of assets to the date Seller learns of such asset sale.

N. Payment

1. Any payment received from the customer whose signature appears on the credit application the “Customer or Buyer”) by BG Technology Inc. (“Seller) may be applied by Seller against any obligation owing by Customer to Seller, regardless of any statement appearing on or referring to such payment, without discharging Customer’s liability to any additional amounts owing by Customer to Seller. The acceptance by Seller of such payment shall not constitute a waiver of Seller’s right to purse any remaining balance.

2. On any invoice not paid when due, Customer shall pay a late charge from the due date to the date of actual payment of the rate of 2% per month. If the Customer fails to make any payment required hereunder, Seller may, without notice, declare all obligations of Customer to Seller (“Obligations”) immediately due and payable, whether or not such late charges are included in any statement of account rendered by Seller to Customer.

3. Should any dispute arise with respect to any goods delivered by Seller to Customer, Customer shall nevertheless pay all invoices covering goods no tin dispute, without setoff, defense or counter-claim.

4. The Customer irrevocably agrees that it will not, without Seller’s prior written consent in each instance, tender any payments for less than the full amount of the invoice to which said payment applies (“Partial Payment’s). Any partial payments tendered by of for the account of Customer shall not extinguish or otherwise affect any unpaid portion of the subject invoices, despite any notation on or accompanying said payment such as “in full payment”, or words of similar effect.

5. In the event that either Customer or Seller finds it necessary to retain counsel in connection with the negotiation, workout, extension, modification, enforcement, or collection of any contract between them, Customer shall pay the attorney’s fees and expenses of Seller.

6. Customer and agent (as defined below) represent that all cheques issued to Seller will be honored by the drawee bank, and that no cheques will be so issued unless the Customer then has funds on deposit in an amount sufficient to cover all cheques issued by Customer. The Customer as will the Agent acknowledges that Seller will materially rely upon this representation in extending credit to Customer.

7. Customer agrees to reimburse Seller for all costs and expenses, including attorneys’ fees, which Seller incurs in enforcing any judgment rendered in connection with this Agreement. This provision is severable from all other provisions hereof and shall survive, and not be deemed merged into, any such agreement.

O. Customer’s Receipt of goods while insolvent

In the event that Customer receives any goods from the Seller while Customer is insolvent, this writing and the invoices received from us relation to such goods shall constitute Seller’s demand for repossession of such goods.

P. Withdrawal of Credit Approval

Seller reserves the right before shipment of any goods ordered by Customer from Seller, to require that all or a portion of the purchase price relation thereto be paid to Seller, in good funds, prior to shipment.

Q. Material Adverse Change in Customer’s Financial Condition

Notwithstanding the stat3ed due date of any obligations, all Obligations shall become immediately due and payable, without notice in the event that Seller determiner there to have been a material adverse change in the financial condition or business affairs of the Customer so that in Seller’s reasonable judgment Customer’s ability to pay the Obligations has become impaired.

R. Verification of Credit References

Seller is authorized to contact any credit references provided by Customer and/or credit organizations and to disclose any information reasonably necessary to determine Customer’s creditworthiness. Seller may also disclose any information concerning its relationship with Customer, which is requested by anyone identifying themselves as an existing or potential creditor of Customer.

S. Obligations of Agent and Customer: Guarantee by Agent

By signing the credit application, the agent executing this writing on behalf of the Customer (the “Agent”) acknowledges in an individual (not representative) capacity that:

a) On behalf of the Customer, it has read and agrees to be bound by these terms and conditions, and they will govern and apply to all transactions between Customer and Seller, unless specifically modified by a writing signed by Seller;

b) All statements set forth herein are true and correct, to the best of the knowledge of the Agent and the Buyer, and such statements will be materially relied upon by Seller in extending credit to the Customer; and

c) TO INDUCE SELLER TO SELL GOODS TO BUYER, AGENT PERSONALLY GUARANTEES AND AGREES TO PAY ON DEMANED ALL OBLIGATINS NOW OR HEREAFTER OWING BY CUSTOMER TO SELLER

T. Disclosure of Applicant’s Right to a Statement of Specific Reasons for Action Taken

If this application is not approved in full or if any other action is taken with respect to applicant’s credit, applicant has the right to request within 60 days of Creditor’s notification a statement of specific reasons for such action.