The following represents the complete and exclusive agreement (hereinafter "Agreement") between Essential Sound Products, Inc. (hereinafter "ESP") and its customer (hereinafter "Buyer") for the purchase of products, materials, goods and/or services (hereinafter called "Products") described on the reverse side of this invoice, but only subject to the terms and conditions set forth below and any additional provisions stated on the reverse hereof.  Any purchase order issued by the Buyer, heretofore, hereafter, or contemporaneous herewith, which is inconsistent with the provisions of this Agreement, is superseded hereby.  Buyer hereby acknowledges that the terms and conditions herein contained are the sole terms and conditions under which Buyer offers to purchase the Products described hereon from ESP, and, if accepted by ESP, the terms and conditions herein shall constitute the entire and sole Agreement between Buyer and ESP which may be modified and/or amended only in writing, signed by Buyer and ESP.

1.        ACCEPTANCE. Buyer shall be deemed to have made an unqualified acceptance of this Agreement, and the terms and conditions herein, on the earliest to occur of the following: (a) ESP's receipt of a copy of this Agreement signed by Buyer; (b) Buyer's payment of any amounts due under this Agreement; (c) Buyer's delivery to ESP of any material to be furnished by Buyer; (d) Buyer's receipt of the Products; or (e) any other event constituting acceptance under applicable law.

2.        CANCELLATION OR MODIFICATION. Buyer may not cancel or modify its order except upon terms accepted by ESP in writing. In the event of any cancellation or modification, Buyer shall compensate ESP for all costs and damages resulting therefrom, including, but not limited to, out-of-pocket expenses and lost profit.

3.        PRICE; TERMS. Unless otherwise specified in writing by ESP, all Products will be sold to Buyer at their respective written quoted prices, plus shipping and taxes.  Buyer shall pay any tax (including sales tax), duty, custom, inspection or testing fee or any other fee or charge imposed on, in connection with or measured by the transaction between ESP and Buyer in addition to the prices quoted or invoiced.  Unless otherwise specified in writing by ESP, all orders are to be prepaid or C.O.D.  In the event that delayed payment terms are extended by ESP to the Buyer, such terms shall commence and be referenced to the invoice date.  The payment date is the day that payment is received by ESP.

4.        SECURITY. If, during performance of this Agreement, Buyer's financial condition does not justify the terms of payment specified, ESP may (a) demand, before proceeding with delivery of Products, full or partial payment in advance, satisfactory security or guaranties that invoices will be promptly paid when due or (b) at its option and without prejudice to other remedies, defer delivery of the Products or cancel this Agreement.  In the event of delivery prior to payment under a any previously agreed upon delayed payment terms, ESP reserves the right to accelerate the due date for payment by Buyer under any contract with ESP, or any other rights made available to creditors under applicable laws, including, without limitation, the right to retake possession of the Products, should the Buyer's financial condition no longer justify the specified payment terms.

Promptness of payment at the times they respectively fall due shall be considered as being of the essence of this contract.  Failure or substantial delays in making any such payment shall constitute a material breach of this contract., entitling ESP at its option to any or all remedies for breach, including rescission of the entire contract.  OVERDUE ACCOUNTS SHALL BE SUBJECT TO A SERVICE CHARGE OF UP TO 1.5% PER MONTH (18% PER ANNUM) ON THE UNPAID BALANCE, AT ESP'S SOLE DISCRETION.  In the event that ESP, at its option, decides to pursue legal action to recover any unpaid balances and/or Products, Buyer shall be responsible for all expenses connected with such actions, including but not limited to credit service reporting fees, civil suit filing fees, and associated attorney fees for the execution of such legal actions, plus interest on any unpaid balances as stated above.  Any legal actions shall be conducted in the State of Michigan, U.S.A.

5.        DELIVERY.  Any delivery dates specified in this quotation are based on ESP's best estimate of when delivery to the carrier can be made under the circumstances that exist on the date hereof; and Buyer agrees to excuse reasonable delays in delivery due to circumstances beyond reasonable control of ESP. ESP shall not be liable to Buyer for delays in delivery due to state of war, riot, civil disorder, fire, strikes, work slowdowns, accidents, actions of government or civil authority, delay in transportation, energy failure, equipment breakdown, delay of suppliers, inability to obtain necessary labor, materials or manufacturing facilities, acts of God or any causes beyond the control of ESP.  BUYER'S EXCLUSIVE REMEDY FOR SUCH DELAYS, AND FOR ESP'S INABILITY TO DELIVER FOR ANY REASON, SHALL BE RESCISSION OF THE AFFECTED ORDER.

Unless otherwise directed in writing by the Buyer, the method of shipment will be selected by ESP.  Unless otherwise agreed in writing, ESP reserves the right to make partial shipments. Unless otherwise specified, Buyer shall pay for all costs of shipping.  Buyer shall fully insure all materials delivered to Buyer from FOB shipping point.  Claims for shortage in quantity or for damage in shipment due to negligence shall be deemed waived unless received in writing by ESP within ten (10) days after delivery.  ESP will not be liable for any loss or damage resulting from delays beyond its control, and in no event will ESP be liable for incidental, consequential or special damages, including but not limited to, lost profits or increased costs of Buyer's performance of its contract obligations, however caused.

6.        DEFECTS. ESP warrants the Products to be sold hereunder to be free from defects in materials and workmanship at the time of shipment.  Any item found to be defective, as confirmed by ESP will be replaced and/or repaired, or other appropriate adjustment made, at the option of ESP, provided that ESP is notified in writing of the defect within ninety (90) days after delivery, unless otherwise specified by ESP in writing including the Product specifications or new product warranty statement in the owner's manual.  The item is to be promptly returned to ESP for examination at the sole risk and expense of the Buyer.  All warranties relating to the Product are invalidated if repairs are attempted by anyone other than ESP, unless approved in writing by ESP.  In no event shall ESP's liability for defects in any Product exceed its invoice price or replacement cost, whichever is lower, or include any labor charges arising from replacement.

The above warranty shall apply only if: (i) the goods are used for their intended purpose and solely under the conditions and in the manner recommended in the Product specifications or other instructions such as owner's manual; (ii) the Product has not been misused or abused in any manner, or unauthorized repairs attempted thereon; (iii) prompt written notice of a failure covered by the warranty is forwarded to ESP and the item returned to ESP promptly, freight prepaid by the Buyer and directions received by Buyer, if any, for properly identifying items returned under the warranty are carefully followed; and (iv) such written notice authorizes ESP to examine the returned Product to the extent ESP deems necessary in order to ascertain the cause of failure.

7.        DISCLAIMER OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. ESP and Buyer agree that the foregoing warranties are exclusive and in lieu of all other express or implied warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. ESP hereby disclaims all other express or implied warranties. Any oral or written description of the products is for the sole purpose of identifying the products and shall not be construed as an express warranty.

8.        NO LIABILITY FOR OTHER OBLIGATIONS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ESP shall not be liable to Buyer, or to anyone claiming under Buyer, for any other obligations or liabilities, including, but not limited to, obligations or liabilities arising out of breach of contract or warranty, negligence or other tort or any theory of strict liability, with respect to the products or ESP's undertakings, acts or omissions. In no event shall ESP be liable for incidental or consequential damages.

9.        ASSIGNMENT. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided, however, ESP may assign, without Buyer's consent, this Agreement or its interest herein to any affiliate or to any corporation succeeding to ESP's business. Subject to the foregoing, this Agreement shall bind and inure to the benefit of ESP and Buyer and their successors and assigns.

10.     GOVERNING LAW. The internal laws of the State of Michigan, U.S.A., shall govern the rights and obligations of ESP and Buyer under this Agreement.

11.     MISCELLANEOUS. ESP reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement. The failure of ESP to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition.