S.H. MEDICAL CORP. TERMS AND CONDITIONS OF SALE

This constitutes acceptance by the Buyer to the following terms and conditions.

1. ACCEPTANCE

Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's written acknowledgment hereof, including, but not limited to, buyer's acceptance of SH MED's quotations subject to these conditions, (b) Buyer's acceptance of any shipment of any part of the items specified for delivery on the front side hereof (the "Products") or (c) any other act or expression of acceptance by Buyer. SH MED's acceptance is expressly limited to the terms and conditions hereof in its entirety without addition, modification or exception, and any term, condition or proposal hereafter, submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth herein is not accepted and is hereby rejected by SH MED. SH MED's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be SH MED's acceptance and approval thereof.

2. DELIVERY

Unless otherwise agreed in writing delivery shall be made in accordance with SH MED's shipping policy in effect on the date of shipment. Title to, and risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by SH MED to the carrier or Buyer's representative at SH MED's warehouse or showroom. Delivery is subject to the payment provisions set forth herein and to SH MED's receipt from Buyer of all necessary documentation and information from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify SH MED in no event later than seven (7) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of such delivery. SH MED shall not be liable for any shipment delays beyond the reasonable control of SH MED which affect SH MED or any of SH MED's suppliers, natural disasters, acts of war, acts of omissions of Buyer, fire, strike, riot or government interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever or transport failures.

3. PRICE AND PAYMENT

The Products are being invoiced at the prices on the front of the form. Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges; however designated, levied on this sale or the Products (or the delivery thereof) or measured by the purchase price hereunder. Exemption certificates must be presented prior to shipment if they are to be honored. Unless otherwise specified payment is In Advance or C.O.D. Cashier's Check. SH MED at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. Payment with credit cards shall bear a 3% additional charge. If a sale is to occur, or the Product is to be exported outside of the United States, Buyer acknowledges and agrees that the amount due to SH MED is in U.S. Dollars.

4. LIMITATION OF LIABILITY & WARRANTY SH MED

makes no representations or warranties of any kind with respect to the Products, except as may otherwise be expressly granted by SH MED in writing, with respect to a specific Product. In such event, the right to return defective products shall constitute SH MED's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. The terms and conditions which govern the return of Product are set forth in Section 5 herein. No warranty shall apply if the product has been abused, damaged, altered or modified in any way. EXCEPT AS MAY OTHERWISE BE STATED IN SH MED'S WRITTEN WARRANTY, SH MED HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SH MED WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE INCURRED IN THE USE OF THE PRODUCT. SH MED SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAIDS BY THE BUYER TO THIRD PARTIES, EVEN IF SH MED HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT OR LIABILITY CLAIM, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

5. PRODUCT RETURNS

Return of products purchased hereunder because such Products are claimed to be defective, shall be governed by SH MED's Product Return Policy. The current policy is stated below: You must have proof of purchase to return any equipment for credit or warranty repair. Product will be delivered to SH MED's address in the United States, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied on any replacement Product to be shipped by SH MED to Buyer. All products must be received in exactly the same way as shipped, including original manufacturer's carton, all instruction and /or technical manuals, accessories, cables and all packaging material. Please do not use the manufacturer's carton as the lone shipping container. We reserve the right to refuse any returned equipment that does not comply with the above specifications. A minimum re-stocking fee of 30% will be assessed. The above SH MED Return Policy may be amended by SH MED without prior notice.

6. GENERAL

These terms and conditions shall constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and SH MED have executed a contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of this agreement unless expressly accepted in writing by an authorized officer of SH MED. Any waiver by SH MED of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. It is the intention of the parties that this agreement shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either parry in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of this sales invoice that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of this sales invoice. This agreement may not be assigned by Buyer without the prior consent of SH MED (which shall not be unreasonably withheld). This agreement shall be deemed made in, and shall be governed by, the Laws of the State of Florida. The venue for any disputes arising out of this sales invoice shall be at SH MED's sole discretion, Dade County, Florida or the courts with proper jurisdiction at Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE