These Terms and Conditions govern all sales of products and services by VS Carbonics, Inc. ("Seller") to its customers ("Purchaser"). By signing a VS Carbonics Sales Agreement, accepting delivery of products, or otherwise engaging Seller's services, Purchaser agrees to these terms in full. For questions, contact VS Carbonics at julio@vs-usa.com or 305-215-2833.

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General Terms and Conditions

1. These General Terms and Conditions, in combination with the Proposal, form an agreement ("Agreement") by and between VS Carbonics, Inc. ("Seller") and Purchaser as of the date of the Proposal (the "Effective Date"). Seller and Purchaser, intending to legally bind themselves, hereby agree as follows:

2. 1. Agreement's Purpose and Initial and Renewal Term(s): Seller offers to sell to Purchaser and Purchaser agrees to purchase from Seller Purchaser's entire present and future requirements of the liquids and gases ("Products") listed in the Proposal or any amendments hereto for use in connection with Purchaser's operations now or hereafter at the Consuming Location(s) or at any of Purchaser's other existing or new locations within Seller's service coverage area while this Agreement is in effect. This Agreement shall be binding upon signature by both parties and effective as of the Effective Date. The initial term of this Agreement begins on the date of delivery of the first Products or System to Purchaser, whichever is earlier (the "Initial Term") of 3 years, and it shall automatically renew for terms equal in length to the Initial Term ("Renewal Term") thereafter until terminated by either party upon written notice of termination not more than 18 months or less than 12 months before the end of the Term ("Term" shall include the Initial Term and/or any Renewal Term, as applicable).

3. 2. Deliveries, Access, and Product Measurement: Delivery terms shall be FOB Seller's delivery vehicle. Title and risk of loss or damage as to Product(s) shall pass to Purchaser upon delivery by Seller. Purchaser shall furnish at each Consuming Location a site that is accessible to Seller and Purchaser at all times, but inaccessible to all others ("Site"). If Seller's delivery vehicle is denied access to the Site or Equipment, Purchaser shall be responsible for all delay costs Seller incurs. Deliveries that Seller makes during a strike or other labor disturbance affecting Purchaser shall be at Purchaser's sole risk. Seller shall measure Product when it delivers Product to the Equipment at the Site. Billings for gas shall be made in cubic feet, billings for liquids shall be made in liters, and billing for CO2 shall be made in pounds.

4. 3. Systems

5. (a) Seller shall:

6. Deliver to the Consuming Location(s), at Purchaser's sole expense, cylinder(s) or storage tank(s) that are reasonably adequate to meet Purchaser's estimated monthly volume of Product(s) (the "System(s)"). The System(s) may include safety and control apparatus and other devices and systems up to but excluding the point of connection with Purchaser's piping but shall not include any storage vessel or system owned by Purchaser.

7. Bill a monthly service charge for the use of the System(s).

8. Maintain said System(s) according to Seller's standard practices and conduct an annual safety inspection of each System at Purchaser's expense.

9. Have the right to remove said System(s) from the Consuming Location and substitute therefor a System(s) of appropriate type and size if, in the sole opinion of Seller, Purchaser's monthly consumption of Product(s) changes significantly or if the System(s) requires maintenance that cannot be performed at the Consuming Location in a safe and/or practical manner.

10. Have the right to terminate this Agreement and remove said System(s) if, in Seller's opinion, there is a reasonable possibility of waste, concealment, or transfer from the Consuming Location(s) of the System.

11. (b) Purchaser shall, at Purchaser's sole cost and expense:

12. Provide and maintain at all times a clean and safe Site acceptable to Seller and a concrete foundation(s) or other improved area(s) meeting all Federal, state and local requirements for placement of the System(s) and delivery and storage of the Products(s). Such site shall be free from overhead and underground obstacles. Seller shall have unobstructed access to the System(s) at all times.

13. Place such System(s) upon concrete foundation(s) or other improved area(s) acceptable to Seller and connect said System(s) to piping installed by Purchaser. The monthly rental service charges for all Systems shall commence upon the delivery of the System(s) by Seller to Purchaser.

14. Provide fencing and security around the System(s) and prevent unauthorized persons from tampering with, repairing, moving or accessing the System(s). Purchaser shall provide and/or reimburse Seller for the costs and expenses of any certificates, permits, governmental or insurance company annual inspection fees for the System(s). System(s) shall remain in the sole and exclusive possession of Purchaser for the Term unless removed by Seller.

15. Install and maintain in good condition all piping, connections and apparatus necessary for distribution of Product(s) from the System(s).

16. Furnish and pay for lighting, water, telephone lines, power and steam and other applicable utilities as required for the System(s). Purchaser shall reimburse Seller for any additional costs (including engineering costs) required to design, certify, or make changes to any existing or new foundation for the placement of the System(s).

17. Grant to Seller and Seller's representatives access to System(s) at all times.

18. Notify Seller immediately of any unsafe or irregular condition involving the System, including any damage to, malfunction of or changes in the System(s). Purchaser shall not tamper with, modify or repair the System(s).

19. Provide an access roadway and area adjacent to all System(s) acceptable to Seller to facilitate delivery of Product(s) and the parking of Seller's delivery vehicles. If the Product is liquid oxygen, the aforementioned hard surface must be constructed of concrete.

20. Prohibit the use or storage of oil, grease or lubricants or any flammable or combustible materials in, on or near the System and/or the related concrete area.

21. Comply with all applicable laws, regulations, rules and ordinances concerning Seller's delivery and Purchaser's installation, use and storage of the Product(s), Equipment and System(s) including, but not limited to, zoning, licensing, permitting and all relevant reporting obligations under the Emergency Planning and Community Right To Know Act of 1986 resulting from the presence of the Product(s) supplied under this Agreement.

22. Reimburse Seller at Seller's then prevailing rates for the cost of any temporary System(s) used during installation, modification and/or relocation of the System(s).

23. Pay to Seller its costs to (i) deliver and remove the System(s) to/from the Consuming Location(s) from/to the point of storage or manufacture, as the case may be; (ii) inspect the System(s) as required by applicable law; and (iii) to provide labor, parts, and materials for any service call made by Seller for any reason except for routine maintenance upon System by Seller.

24. (c) Notwithstanding the manner in which the System(s) may be affixed to any real property, the System(s) shall be deemed to be personal property and not a fixture. Purchaser shall not suffer or allow said System(s) to become subject to any lien, claim or encumbrance. Purchaser shall not remove any labels or evidence of ownership affixed to the System(s). Title to all System(s) shall at all time remain with Seller and, upon termination or expiration of this Agreement, Purchaser grants to Seller the right to access the Consuming Location and to remove the System(s) at Purchaser's expense without notice or consent. Purchaser grants to Seller a security interest in all System(s) delivered by Seller at any Consuming Location and consents to Seller and/or its affiliates filing UCC financing statements regarding such System(s). If Purchaser is not the fee simple owner of the Consuming Location, Purchaser shall obtain and deliver to Seller a waiver of rights in the System(s) executed by the fee simple property owner.

25. (d) If, in Seller's opinion, additions and/or modifications to the System(s) are required or the System(s) should be relocated (whether due to changes in Purchaser's methods or locations of use, changes in the accessibility to the System(s), or change required by law), Seller may, after giving Purchaser an opportunity to comments, make such addition, modification and/or relocation at Purchaser's expense. In such event, the monthly service charges may be increased or decreased in accordance with Seller's then prevailing prices and rates for such additional or different System(s) and this Agreement's term will be extended for a period equal to the Initial Term from the date the addition, modification and/or relocation is completed.

26. (e) Cylinders. (a) Purchaser shall return all Seller's cylinders ("Cylinders") to Seller, freight prepaid and with valves tightly closed and Cylinder caps attached. Seller will not give Purchaser credit for residual Product in any Cylinder. (b) Purchaser will not permit Seller's Cylinders to be refilled with any gas, liquid, or solid or permit the use of oil, grease, or any other lubricant on Cylinders, their valves, or their fittings. Purchaser shall promptly pay for any loss or damage to Cylinders and/or caps and valves at standard prices then in effect. Purchaser shall not permit Cylinders to be moved from the Consuming Locations, or loan or cede control of any Cylinder to any third party. Nor shall Purchaser alter any Seller markings on any Cylinder, including changing neck-rings or fittings. (c) All Cylinders that Purchaser does not return to Seller within thirty (30) days after this Agreement terminates, or upon demand for cause, shall be considered lost and Purchaser shall promptly pay for them at the applicable rate then in effect. If Purchaser later returns to Seller any lost Cylinders, Seller shall refund what Purchaser paid for them, less rental fees for the time the Cylinders were missing and less the cost of necessary repairs. (d) Purchaser shall comply with all rules, regulations and safety precautions relating to the use, storage, and handling of cylinders that are promulgated by the Compressed Gas Association, the U.S. Department of Transportation or any other government body.

27. (f) IT IS EXPRESSLY AGREED THAT, UNTIL THE SYSTEM(S) ARE RETURNED TO SELLER, ALL RISK OF LOSS OR DAMAGE TO THE SYSTEM(S) IS HEREBY ASSUMED BY PURCHASER (REGARDLESS OF THE CAUSE OR ANY DEGREE OF NEGLIGENCE BY SELLER OR FOR BREACH OF WARRANTY OR CONTRACT OR FOR STRICT LIABILITY) UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SELLER. FOR SYSTEM(S) DAMAGED BEYOND REPAIR, PURCHASER SHALL PAY TO SELLER, ON DEMAND, THE FULL REPLACEMENT VALUE OF THE SYSTEM(S) AT SELLER'S THEN CURRENT VALUATIONS. FOR DAMAGE TO SYSTEM(S) THAT SELLER IS ABLE TO REPAIR, PURCHASER SHALL PAY SELLER THE ACTUAL COSTS OF THE REPAIRS. PURCHASER COVENANTS THAT IT SHALL MAINTAIN ADEQUATE FIRE AND EXTENDED INSURANCE COVERAGE FOR THE BENEFIT OF SELLER COVERING SUCH SYSTEM(S).

28. (g) If Purchaser requires any of Seller's System(s) to be moved to another Consuming Location, Purchaser shall so notify Seller in writing and Seller shall move such System(s) at Purchaser's expense and this Agreement's term at the time will be extended for a period equal to the Initial Term from the date the move is completed. If Purchaser's requirements for Product(s) cease to exist prior to the expiration of the Term for any reason, Purchaser shall reimburse Seller for the costs of removing the System(s). However, the removal of the System(s) shall not be deemed to be a termination of the Agreement.

29. (h) In the event that Purchaser requests that Seller deliver Product(s) to Purchaser's bulk storage system, Purchaser shall be solely liable for the maintenance of the system, provide adequate training to Seller's delivery personnel regarding the system, indemnify and defend Seller from any and all claims arising as a result of Seller's delivery of Product(s) into the system and otherwise comply with the applicable requirements of Section 3(b) regarding the Purchaser's system.

30. 4. Default and Remedies.

31. (a) Any of the following shall be considered a "Default": (i) Purchaser commits a breach of any of its representations, duties or obligations arising under this Agreement, (ii) a petition is brought by or against Purchaser under any bankruptcy or insolvency laws seeking any reorganization, arrangement, liquidation, dissolution or similar relief with respect to Purchaser or Purchaser shall make an assignment for the benefit of creditors or if a receiver is appointed for Purchaser, or (iii) if in the opinion of Seller, Purchaser's credit has become impaired.

32. (b) If a Default has occurred and is continuing, Seller may exercise any or all of the following remedies without notice or leave of court: (i) terminate this Agreement upon two (2) business days' notice, (ii) remove the cylinders, storage tanks, equipment and/or System(s) from the Consuming Location(s), (iii) disable the cylinders, storage tanks and/or System(s) to prevent the consumption of Product(s) by Purchaser, (iv) cease making deliveries of Product(s) to Purchaser, (v) impose new payment terms, including cash on delivery, (vi) bring an action at law or in equity against Purchaser, or (vii) exercise any other right or remedy available to Seller. In the event of a replevin action to recover property the subject of this Agreement, the parties stipulate that neither party shall be required to post a bond as required by Section 78.068(3), Florida Statutes. In the event of a Default, Purchaser agrees to pay to Seller liquidated damages equivalent to the amount that Purchaser would have paid to Seller for the monthly rental service charges for the System(s) on the Proposal for the remainder of the Term or a twelve (12) month period, whichever is longer.

33. (c) IF ANY PRODUCT(S) SHALL NOT BE AS WARRANTED, PURCHASER SHALL NOTIFY SELLER IN WRITING AND SHALL BE PERMITTED TO REJECT THE NONCONFORMING PRODUCT(S). FAILURE OF PURCHASER TO GIVE NOTICE TO SELLER OF A CLAIM BASED ON THE PRODUCT(S) DELIVERED HEREUNDER WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF THE PRODUCT(S) IN QUESTION SHALL CONSTITUTE AN UNCONDITIONAL WAIVER BY PURCHASER OF ALL CLAIMS WITH RESPECT TO SUCH PRODUCT(S). PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR EACH UNEXCUSED FAILURE OF SELLER TO DELIVER PRODUCT(S) TO PURCHASER (i) WHEN REQUESTED BY PURCHASER, (ii) IN THE AMOUNTS REQUESTED BY PURCHASER, AND/OR (iii) OTHERWISE CONFORMING TO THE EXPRESS WARRANTIES MADE BY SELLER HEREUNDER, SHALL BE TO OBTAIN, AT NO CHARGE, A QUANTITY OF PRODUCT(S) FROM SELLER WHICH SELLER SO FAILED TO DELIVER.

34. 5. Excused Non-Performance, Including Product Shortages. Either party's performance (except to pay money when due) shall be subject to events that are beyond a party's reasonable control (including, but not limited to, floods, strikes, carrier delays, inability to obtain power, fuel or raw materials, abnormal demand, failure of normal supply sources, governmental action, etc.). If Seller's current production network cannot reasonably meet all of Seller's customers' demands, then Seller may divide the available production among its various purchasers. Seller shall then exercise reasonable efforts to obtain replacement Products from other sources on a temporary basis until sufficient Products are again available. Seller shall promptly notify Purchaser of the foregoing and Purchaser may decline any such temporary replacement Products to the extent that such production is so unavailable, but Purchaser shall pay all additional costs associated with any such Products that it accepts, in the form of surcharges as defined in Section 8 below.

35. 6. Payment Terms and Pricing. (a) Purchaser shall pay for Product(s), System(s), charges, assessments, surcharges and fees without set-off or deduction within the payment terms listed on the Proposal, plus interest at 1.5% per month or the highest legal rate on any past-due amounts, whichever is lower. (b) Purchaser shall pay any tax, assessment or excise imposed by any present or future law or by any governmental authority, and surcharges for increases in the cost of energy, raw materials or feedstock related to the production or delivery of any Product(s) or System(s). Purchaser shall pay any Seller drayage charges for Products delivered, including fuel costs, and a hazardous material compliance charge. No such assessments, surcharges or charges, or any increases in same, shall constitute "price changes" or "cost increases" under Section 8, below. All fuel gas prices shall be in effect at the time of delivery and are subject to monthly revisions without advance notice. (c) If Seller believes that Purchaser may be unable to make payments when due, Seller may require Purchaser to pay for deliveries in advance and pay any outstanding indebtedness before making any further deliveries. Seller may apply any credit or amount that Seller may owe Purchaser towards the payment of any amount owed to it.

36. 7. Prices: The price(s) of Products, System(s) monthly service charges, assessments, surcharges, and fees (the "Prices") are contained in the Proposal. Prices will remain unchanged for a period of twelve (12) months following the Effective Date of this Agreement, except in the event of unusual or unexpected material increases in cost per Article 8. Thereafter, Product prices shall increase by five percent (5%) for each calendar year.

37. 8. Price Changes: Unusual or unexpected material cost increases may require Seller to revise Prices. Such increases shall become effective twenty (20) days after written notice to Purchaser.

38. 9. Duty to Warn and Indemnify. Purchaser acknowledges receipt of the Material Safety Data Sheets that describe the Product(s). Purchaser also acknowledges that it has full knowledge of the potential hazards associated with storing, distributing and using the Product(s). Purchaser hereby assumes the duty to warn and train its personnel and all other third parties on its premises of such potential hazards. Purchaser agrees to defend, indemnify and hold harmless Seller, its wholly owned subsidiaries and other affiliates, and each of their respective owners, directors, officers, employees, successors and assigns ("Indemnified Parties") against all claims, demands, and causes of action (including reasonable attorney fees and court costs) of any kind asserted against the Indemnified Parties by any third party for personal injury, death, or loss of or damage to property resulting from Purchaser's or Seller's delivery, installation, use and storage of Product(s) and System(s) under this Agreement, except that Purchaser shall not indemnify or hold Seller harmless for any claims, demands, and causes of action which are the sole result of gross negligence or willful misconduct on the Seller's part.

39. 10. Representations and Warranties.

40. (a) Seller warrants only that it has the right to sell and/or collect monthly service charges for the Product(s) and System(s) delivered to Purchaser and that the Products and System(s) conform to their manufacturer's description during the warranty period. SELLER MAKES NO OTHER WARRANTY OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING UNDER THE UNIFORM COMMERCIAL CODE ("UCC"), THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SELLER IS AWARE OF THE INTENDED PURPOSE OF THE PRODUCT(s).

41. (b) Purchaser represents and warrants that, through the Term, it has the unrestricted right to enter into this Agreement and to satisfy all obligations hereunder, and it is not obligated to buy any Product(s) for use at the Consuming Location(s) from any third party. Purchaser shall indemnify Seller against any and all costs, expenses and damages (including, but not limited to, attorneys' fees) should the foregoing representations be inaccurate. Purchaser also represents and warrants that all requisite approvals have been obtained authorizing the execution of and performance under this Agreement.

42. 11. Limitations of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS OPPORTUNITY OR INTEREST, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER DOCUMENT, EXCEPT FOR PERSONAL INJURY CAUSED SOLELY AND DIRECTLY BY SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SELLER'S AGGREGATE LIABILITY FOR ANY DAMAGES HOWSOEVER OCCURING, WHETHER BASED IN TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER THEORY OF LAW SHALL BE LIMITED TO AND NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE QUANTITY OF PRODUCT(S) WHICH FAILED TO MEET SPECIFICATIONS OR WHICH WAS NOT DELIVERED OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THE SUBJECT OF SUCH CLAIM OR DISPUTE, EVEN IF A TERM OF THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. PURCHASER AGREES THAT THE FOREGOING EXCLUSION AND LIMITATION IS A REASONABLE ALLOCATION OF RISK. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PRODUCT(S), SYSTEM(S) OF THIS AGREEMENT MAY BE BROUGHT BY PURCHASER MORE THAN NINETY (90) DAYS AFTER THE CAUSE OF ACTION HAS ACCRUED. SELLER'S RECORDS, SUCH AS INVOICES AND/OR STATEMENTS, SHALL BE PRESUMED CORRECT AND PURCHASER SHALL ADVISE SELLER IN WRITING OF ANY ALLEGED INACCURACY WITHIN SIXTY (60) DAYS OF THE RECORD'S DATE. IF PURCHASER FAILS TO SO NOTIFY SELLER, PURCHASER SHALL HAVE WAIVED ITS RIGHT TO CONTEST THE ACCURACY OF SUCH RECORD.

43. 12. Insurances. Purchaser shall furnish and maintain minimum coverages of $1,000,000 per occurrence/$2,000,000 aggregate through General Liability and/or Excess/Umbrella Liability and a certificate of insurance evidencing the above required coverage that names VS Carbonics, Inc. as an "Additional Insured", stating that such coverage is "primary to any other insurance, and includes a waiver of subrogation in favor of VS Carbonics, Inc." The coverage provided by such policies must be at least as broad as that provided to the first named insured on each policy. All insurance policies shall expressly require thirty (30) days written notice to Seller at the address set out in the Proposal, of the cancellations or material alternations of such policies, and the certificates of insurance shall provide the same. The limits of insurance are minimum limits only; in the event Purchaser's policies provide greater limits, then the Additional Insureds shall be entitled to, or to share in, the full limits of such policy, and this Agreement shall be deemed to require such full limits.

44. 13. Miscellaneous Contractual Provisions. (a) This Agreement shall bind Seller only when signed by a duly authorized Seller representative. It constitutes the entire agreement between the parties relating to the sale and purchase of Products and rental of System(s) at the Consuming Location(s). (b) This Agreement may be modified only in a written document that both Parties sign specifically stating their intent to modify this Agreement. Purchaser may use purchase orders, acknowledgments or other documents to order Products or System(s), acknowledge or specify delivery times and/or quantities, and otherwise conduct business under this Agreement, but any provisions contained therein are not intended to and will not modify any of this Agreement's terms, even if signed or accepted on behalf of Seller. (c) This Agreement shall inure to the benefit of the Parties and their respective successors and assigns. (d) If any of this Agreement's provisions is held to be invalid or unenforceable in whole or in part, that provision shall be severed from the Agreement and replaced by a valid, enforceable or legal provision containing terms as nearly like the severed provision as possible and the Agreement, as so modified, shall remain in full force and effect. (e) If a legal or equitable proceeding is instituted by Seller against Purchaser to enforce its rights hereunder, Purchaser shall pay all of Seller's reasonable costs and expenses (including attorneys' fees and court costs). (f) This agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles. The parties hereto agree to consent to the exclusive jurisdiction of the courts located in Miami-Dade County, FL with regard to any dispute arising hereunder and waive their right to request arbitration and/or a trial by jury. (g) The provisions of Sections 9, 11 and 12 shall survive the termination or expiration of this Agreement. This Agreement may be executed in any number of counterparts, the combination of which shall be construed as the entire executed Agreement.