1. CONTROLLING DOCUMENT:

Nature Coatings Inc. (“Nature Coatings”) hereby accepts the Buyer’s order pursuant to and

conditioned on the Buyer’s assent to the terms and conditions set forth herein, and Nature

Coatings agrees to furnish goods (the “Product” or “Products”) only upon these terms and

conditions. This document constitutes the entire agreement between the parties. Differing

terms and conditions shall require a separate written agreement. THE TERMS OF THIS

AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE

BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY

BUYER. No course of prior or current dealings between the parties and no usage of trade

shall be relevant to, supplement or explain any term nor shall course of prior or current

dealings constitute a waiver of any of the terms contained herein. Photocopies, electronic

copies and facsimile transmissions of documents shall be effective as originals and shall be

considered a “writing” between the parties. Buyer is deemed to have accepted the Terms

& Conditions contained herein upon shipment of the Product.

2. PRICES AND TAXES :

Buyer shall pay Nature Coatings the price expressly quoted by Nature Coatings in writing to

the Buyer. Nature Coatings reserves the right to change the price on future orders of

Products. All prices listed or quoted shall be exclusive of delivery charges, taxes, customs,

duties, or other customary shipping fees unless otherwise expressly stated.

3. TERMS OF PAYMENT:

Regardless of if Buyer signs order confirmation, by accepting product and/or shipping and/or

picking up product, Buyer agrees to the following: to pay invoice within offered payment

terms; if late, late fees apply per below terms; and if a collections agency or legal action is

required, Buyer agrees to pay all collection fees and attorney’s fees of any claim amount.

Payment for Product shall be due as of the payment date stated on Nature Coatings’ invoice.

Any overdue payment may be subject to a late payment interest charge of 1.5% per month

(18% per year) or the highest amount permitted by law, whichever is less. Unless otherwise

indicated in writing, each shipment shall be considered an independent transaction and

payment therefore shall be made accordingly. Invoiced freight charges include applicable

shipping, handling, and processing charges. All orders are subject to approval of Nature

Coatings credit department. If in the judgment of Nature Coatings, the financial condition of

the Buyer at any time does not justify continuance of shipment on the terms of payment

specified, Nature Coatings may require full or partial payment in advance. In the event of

bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against

Buyer under insolvency laws, Nature Coatings shall be entitled to cancel any order of the

Buyer then outstanding and shall receive reimbursement from Buyer for Nature Coatings’

cost as of the date of cancellation. Buyer authorizes Nature Coatings to investigate Buyer’s

credit and financial standing, Buyer will supply any financial information reasonably

requested by Nature Coatings. Nature Coatings agrees to hold such information confidential,

and Nature Coatings reserves the right to require Buyer’s principles to guarantee payment

on any order before, during or after fulfillment of any order. Nature Coatings shall maintain a

priority purchase money security interest in the Product (and replacement) delivered

hereunder and in the proceeds from the sale and disposition thereof, until Buyer has made

payment in full for such Product. Buyer shall, upon request by Nature Coatings, execute all

documents necessary to perfect such security interest in Product. Nature Coatings has the

right, upon demand, to repossess Product delivered hereunder if Buyer fails to make timely

payment. All payments shall be made without any deduction and free of any set-off or other

counterclaim.

4. SHIPMENT:

Nature Coatings makes efforts to meet Buyer’s requirements for Product delivery whenever

possible. However, any shipping, delivery, or processing dates as indicated by Buyer or

Nature Coatings are estimates only, and Nature Coatings shall have no liability to Buyer for

failure to complete delivery of an order by the date indicated or for any of Buyer’s incidental,

indirect or consequential damages arising from a delay. Nature Coatings shall ship Product

to Buyer Ex Works, unless otherwise specified in writing between the parties. Nature

Coatings’s title to Product passes to Buyer upon delivery of Product to the carrier for

shipment, with carrier acting as Buyer’s agent. Buyer assumes the risk of loss for Product in

transit and shall be responsible for obtaining insurance, if desired. For foreign shipments,

Buyer assumes all risk and responsibility relating to entry of Product into the country of

destination, and Nature Coatings makes no warranties or guarantees relating thereto, and

shall have no liability relating thereto. Nature Coatings will not consider any claim for

non-conforming Product or shortages (“Non-Conformances”) unless Buyer complies with the

notice and authorization requirements set forth at paragraph 5. Buyer may not return Product

without Nature Coatings’ written authorization. If a return is authorized, Buyer shall return all

non–conforming Product within 10 days after receipt of authorization, and shall ship the

Product Ex Works. All conforming products are non-returnable and non-refundable. All

non-conforming Product sought to be returned must be received not later than 30 days after

originally shipped by Nature Coatings. All returns must be sent to Nature Coatings Inc., 1826

Clay Rd. Valdosta, GA 31601 USA unless otherwise directed by Nature Coatings. All

unauthorized returns will become the property of Nature Coatings and no credit will be

issued. Product for which delivery is suspended pending payment by Buyer, as well as

Product of which delivery is wrongfully rejected or not accepted by Buyer, shall be held and

stored by Nature Coatings at risk, cost and expense of Buyer. Special delivery terms may

apply; contact Nature Coatings for details.

5. INSPECTION :

Buyer shall be responsible for inspecting and examining all Product shipped hereunder prior

to acceptance. Buyer shall give Nature Coatings written notice of rejection specifying the

alleged Non-Conformance within five days following delivery to Buyer. Failure to provide

such written notice of rejection within the five days of delivery shall be deemed to be

acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling,

alteration or incorporation of the Product by the Buyer shall be deemed acceptance of the

Product as of the date of shipment. If Nature Coatings handles delivery and damage occurs

during trucking, damage must be noted on the Bill of Lading, clear pictures taken, amount of

unusable product noted, and requested refund amount stated. All information must be sent to

Nature Coatings within five days following delivery to Buyer. No freight damage refunds can

be issued if proper procedures are not met.

6. WARRANTY:

There are no express warranties hereunder. The liability of Nature Coatings for any claim

brought by the Buyer is limited, at Nature Coatings’ option, solely to replace the Product, or

apply an appropriate credit adjustment not to exceed the sales price of the Product to Buyer.

If the claim is relative to Non-Conformance, Buyer is only entitled to the remedies listed

above provided that:

(a) Nature Coatings is notified in writing by Buyer within five days of receipt of alleged Non

Conformance setting forth the alleged Non-Conformance, date of purchase, date of receipt,

and invoice number;

(b) Buyer shall set aside and hold such Product without further use or processing until Nature

Coatings advises Buyer as to the proper disposition of the Product;

(c) And unless shortage, the Products returned to or inspected by Nature Coatings, and

Nature Coatings determines that Non-Conformance exists, and was not caused by

negligence, misuse, improper storage, or accident. Buyer shall have no right to “cover” by

procuring substitute goods at the expense of Nature Coatings. Nature Coatings HEREBY

MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED. Nature Coatings

EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF

FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR

LIABILITIES ON THE PART OF Nature Coatings. Nature Coatings NEITHER ASSUMES

NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR Nature Coatings ANY

LIABILITIES. UNDER NO CIRCUMSTANCES SHALL Nature Coatings, ITS AFFILIATES,

SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE TO THE BUYER OR ANY

OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT,

CONSEQUENTIAL, OR PUNITIVE DAMAGE, LOSS OR EXPENSE. Buyer’s remedies

under this Agreement for any claim against Nature Coatings shall be solely and exclusively

limited to replacement of the Product or a credit not to exceed the sales price of the Product

to the Buyer. This section sets forth the sole and exclusive remedy against Nature Coatings.

No action may be taken against Nature Coatings for breach of this Agreement more than

one year after the accrual of the cause of action.

7. INTELLECTUAL PROPERTY:

All specifications, designs, data methods, patterns, and ideas made, used, conceived,

developed or acquired by Nature Coatings incident to its performance under this Agreement

and all patent, trade-secret, know how, copyright, trademark or other proprietary right therein

shall be the exclusive property of Nature Coatings, and no part of the purchase price

hereunder shall be deemed applicable to acquisition of or licensing of the foregoing unless

otherwise agreed to in writing by Nature Coatings. No licenses to any intellectual property of

Nature Coatings (including use of trademarks and trade names) are granted to Buyer. Nature

Coatings HEREBY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER

ABOUT THE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL

PROPERTY. Nature Coatings WILL NOT BE OBLIGATED TO DEFEND AND DOES NOT

INDEMNIFY BUYER IN ANY WAY WHATSOEVER RELATING TO ANY THIRD PARTY’S

INTELLECTUAL PROPERTY.

8. FORCE MAJEURE :

Nature Coatings shall be relieved of the performance of its obligations for the duration and to

the extent that it is prevented in the performance of its obligations by reasons of force

majeure. For purposes of this clause, force majeure is defined as circumstances or events

which may have not been foreseen at the time of entering into this transaction, which are not

the fault of Nature Coatings and which prevent the performance of all obligations hereunder

and which are not capable of being remedied. Force majeure events include, but are not

limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain

necessary labor, materials or manufacturing facilities, Pandemics, blockades, revolutions,

industrial disputes and commercial impracticality.

9. INDEMNIFICATION:

Buyer shall indemnify, defend, and hold Nature Coatings, its employees, suppliers, and

agents harmless from and against any and all liabilities, damages, injuries, claims

(irrespective of the legal theory on which any claim is based), suits, judgments, causes of

action, and expenses (including attorneys’ fees, court costs and out-of-pocket expenses)

suffered or incurred by Nature Coatings as a result of any action or omission by Buyer, its

employees or agents.

10. ASSIGNABILITY:

Nature Coatings may assign or subcontract all or any portion of its right or obligations with

respect to sale of the Product or assign the right to payment without Buyer’s consent. Buyer

may not assign these Terms and Conditions, or any of its rights or obligations herein without

prior written consent of Nature Coatings subject to the restrictions in assignment contained

herein. These Terms and Conditions will be binding on and inure to the benefit of the parties

hereto and their successors and assigns. No portion of this Agreement will be deemed

waived, amended or modified by either party unless such waiver, amendment or

modification is in writing and signed by both parties.

11. LAW AND JURISDICTION:

This agreement shall be deemed to be made in Nevada and governed in all respect by

Nevada law. The parties to this agreement irrevocably consent to the exclusive jurisdiction of

the State and Federal Courts located in the state of Nevada. BUYER WAIVES RIGHT TO A

TRIAL BY JURY. If any portion of this Agreement is found by a Court of competent

jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the

remainder of this Agreement.

12. PROPRIETARY/SPECIAL ORDERS:

If Nature Coatings deems an order proprietary or a special order Nature Coatings will advise

Buyer as to the same. Buyer shall be liable to Nature Coatings for any and all proprietary or

special order items purchased by Nature Coatings purchased for Buyer by Nature Coatings

including any and all inventory as to same. If buyer seeks Proprietary or special orders or

custom made products, Buyer shall be responsible for any and all costs associated with

same. Nature Coatings will invoice Buyer two weeks after the later of when the product is

ready and or the testing report is available. Buyer shall make payment in full within the

payment’s terms between the parties.