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1. General

a) The following provisions shall apply to any transaction between us and a customer of ours to the extent that a written contract does not provide otherwise.

b) With its order customer approves these provisions. Modifications are not valid without our explicit written confirmation. If customer does not agree to these provisions, customer shall inform us in writing before its order. Customer's general terms and provisions of business shall not apply.

c) These General Terms and Conditions of Business shall also apply to future transactions even without explicit reference hereto, provided that they have beensent to customer in connection with a prior transaction.

d) Offers shall not be binding. No contract shall come into existence without our written order confirmation. We shall not be obliged to accept any order. Customer shall have no claim against us based on our rejection of an order, irrespective of the reason of rejection.

e) Any side agreements or amendments to or modification of a contract shall be invalid, unless concluded or confirmed in writing.

f) We retain all proprietary rights and copyrights with respect to our drawings, estimates of costs, specifications, designs etc.

2. Prices

a) Our prices are ex works, without packing, transportation, insurance, import duties,customs brokerage, similar charges, installation and putting into operation.

b) Our prices are based on the current costs of labour and material at the date of our offer. If these costs increase between the date of our offer and the date of delivery or rendering of services, we are entitled to increase our invoice prices correspondingly.

c) Our prices are excluding value added tax (VAT). The value added tax (VAT) shall be added to the invoice price and paid and borne by customer.

d.) Procam shall have the full discretion in the setting of its prices for its products, product maintenance and services.

3. Delivery and rendering of services

a) Dates for delivery or rendering of services announced by us shall not be binding.

b) The term for delivery or rendering of services shall start at the date of our written order confirmation but not before customer has provided us with all documents, grants and authorizations which it has to obtain, and not before we have been notified of the opening of a letter of credit covering the purchase price, if payment has to be effected by letter of credit, or we have received a down payment, if such down payment has been stipulated for a particular transaction.

c) Without respect to the mode of forwarding or transportation, delivery shall be deemed effected upon handing over of the products to the carrier or customer's default in acceptance. At the same time the risk of loss of or damage to the products shall pass to customer.

d) In case of default in delivery or rendering of services, customer shall be entitled to rescind the contract with respect to products and services not yet delivered or rendered after granting us an adequate grace period. Customer shall have no further claims in that case.

e) Circumstances outside of our influence which obstruct or impede the manufacture or delivery of our products or the rendering of our services, such as force majeure,war, strike, riot, authoritative measures, lack of energy or material, traffic delays, operating problems, delays in delivery on the part of our suppliers, shall suspend our contractual obligations for the duration of the obstruction or impediment. If any of these circumstances cause delays in our performance for more than one (1) month, either party shall be entitled to rescind the contract with respect to products and services not yet delivered or rendered. In such a case customer shall not beentitled to any indemnification. This shall even apply if the above-mentioned circumstances occur at a time when our performance has already become due. If the contract is not rescinded as long as the obstruction or impediment is present, we shall be entitled to deliver our products or render our services within an adequate period of time after the cessation of the obstruction or impediment.

f) If we delay delivery due to customer's request or if acceptance is delayed for more than one (1) week, we shall be entitled to charge customer our storage expenses which shall at least be deemed to be 1 % of the invoice amount per month.

4. Shipping and handling

a) Customer shall bear all risks and costs of shipping and handling. This shall also apply if we arrange, organize or effect shipping and handling or if we choose the forwarding agent or carrier and/or the mode of shipping and transportation.

b) We will not take back the packing of our products.

c) We will choose the forwarding agent or carrier as well as the mode of shipping and handling according to the customer's written instructions, if the instructions are technically feasible. If instructions are not technically feasible and we do not receive alternative instructions in time, it shall be in our discretion to choose the forwarding agent or carrier as well as the mode of shipping and handling.

5. Payments

a) Unless provided otherwise hereinafter, payments shall be effected by an irrevocable letter of credit, in form and substance acceptable for us, confirmed by an Austrian bank and payable against presentation of the shipping documents.

b) Customer shall pay and bear all fees and expenses which arise in connection with the opening and confirmation of letters of credit, except processing fees charged by Austrian banks.

c) Invoices for less than EUR 2.000,-- or invoices for services rendered shall be payable upon receipt of the invoice in cash or by bank transfer. Cash payments shall only be effected to persons whom we have explicitly authorized for collection. Cash discounts shall not be available.

d) We will accept bills of exchange or cheques only on account of payment (not in lieu of payment) and upon special agreement. Bills and cheques are credited to the customer's account pending subsequent collection. The amount credited shall not be deemed paid before the bank makes it definitely available to us. If we accept bills or cheques charges for discount and collection as well as stamp duties shall be borne by the customer and become immediately due. We shall not be liable for the timely presentation and protest of bills.

e) Upon customer's default in payment or performance, we shall be entitled either to rescind the contract after granting an adequate grace period; in this case we shall further be entitled to damages for failure to perform; in any case such damages shall include all costs accruing in connection with customer's default, such as collection expenses and lawyer's fees; or to continue to demand fulfilment of the customer's obligations as well as to claim compensation for all damages caused by customer's default; in any case we shall be entitled to halt for the duration of customer's default the delivery of products or the performance of services not yet delivered or rendered.

f) Upon a default in payment we shall in any case and without proof of actual damages be entitled to a lump-sum compensation of 1 % of the due amount per month plus VAT.

6. Warranty

a) The period of warranty shall be nine (9) months from date on which the products leave our premises but in no case more than six (6) months from the date of installation.

b) Customer shall be entitled to raise warranty claims, provided it has inspected the products within three (3) days after delivery and notifies us in writing, at latest, of apparent defects on the fourth (4) day after delivery and of hidden defects within three (3) days after recognizability. For the timeliness of the notification the mailing date, or the sending date in case of a telefax, shall be determining. If the notification is late any warranty claims are forfeited.

c) We warrant that the quality of our hardware products will conform with the specifications in our sales materials and will be free from all defects in design, material and workmanship. We may, however, improve our products which may result in changes of their technical specification. Customer hereby explicitly agrees to accept such improved products.

d) While we believe that our software products conform substantially with the pertaining documentation at the time of leaving our premises, customer acknowledges that some errors may be inevitable in a product of this nature (i.e., the software may not always operate without interruption, the software may not perform all of its functions in every combination selected by customer). Such errors shall not be the basis of a warranty claim. We warrant that the data medium is free from significant physical defects and that the software itself substantially operates as described in the pertaining documentation.

e) In case customer asserts an unjustified warranty claim it shall be liable for all costs we incur in connection with the assertion of such a claim.

f) Customer shall not be entitled to any other warranty claims provided by law, such as a reduction of the purchase price or a rescission of the contract, unless we fail to repair the defect or replace the defective product within reasonable time.

g) Defective products shall be returned to us at customer's costs and risk. We will either repair the defect or replace the defective product. Costs and risk of redelivery shall also be borne by the customer. If the shipping of a defective product is not feasible we will repair the defect or replace the defective product at the customer's premises. All costs we incur in this connection, such as travel expense, time of travel and costs of accommodation shall be borne and immediately paid by customer. If we replace a product or parts thereof title to and ownership of the defective product or part shall revert to us.

h) The repair or replacement of our products on the basis of a warranty claim shall neither extend the original warranty period nor start a new warranty period.

i) If customer legitimately exercises its right to rescind the contract, we will refund all payments upon receipt of our products. They shall be returned to us at customer's expense and risk.

j) No warranty claims may be raised if defects are caused by normal wear and tear, improper treatment, improper storage or installation, insufficient protection against corrosion, use of force, improper implementation, chemical, electrical or other damaging influences or similar causes; - if products have been altered, in particular if parts of foreign origin have been implemented or added, unless the customer is able to prove that the defect is not caused thereby; - if the customer does not observe our operating and service instructions; - if the delivered products are used for other than the agreed purposes; - if the delivered products are used under extraordinary circumstances of which we have not been informed before in writing; - if the customer itself or third parties not authorized by us hereto have tried to repair defects.

7. Retention of title

a) We retain title to our products for securing our purchase money claim until we receive full payment of the purchase price. Customer shall hold our products in custody without consideration until the fulfilment of this condition.

b) Customer shall respect the retained title. In particular, customer shall refrain from pledging or transferring title to our products to third parties for security purposesor granting any other security right with respect to our products. If execution is levied upon our products or if any other claim with respect to our products is raised by a third party, customer shall be obliged to forthwith assert our title with legal means on his own account and notify us accordingly.

c) Subject to revocation, the customer may upgrade our products or combine them with or to other products in the course of its usual business. Through such upgrading or combination we shall acquire joint proprietary rights in the new products. Our proprietary share shall be determined by the relation of the value of our products to the total value of the new products resulting out of the upgrading or combination.

d) Also subject to revocation, customer may sell our products in the course of its usual business. In this connection, customer assigns to us herewith for security purposes all claims resulting of such sale, including accessory rights, up to the amount owing to us. Irrespective of such assignment but subject to revocation,customer shall be entitled and obliged to assert such claims and collect the respective debts in its own name.

8. Rescission

a) We shall be entitled to rescind a contract - if the delivery of our products or rendering of our services cannot be effected or is delayed due to circumstances which lie in the sphere of customer and if, in case of delay, such circumstances have been changed within an adequate grace period fixed by us; - if in our opinion the customer's solvency or willingness to pay become questionable; - if any proceeding in bankruptcy or similar proceedings restricting creditors' rights have been instituted with respect to customer or if the institution of such proceedings has been dismissed for reasons in the sphere of the customer, such as lack of sufficient assets.

b) Upon rescission of a contract by us, customer shall return our products immediately according to our instructions and at its own expense and risk. Upon receipt of all products we will determine our damages, deduct them from payments we have al ready received and transfer the remaining amount to customer. For services already rendered we are entitled to charge the contractual prices irrespective of the rescission of the contract and deduct the respective amounts likewise.

c) We shall be entitled to rescind a contract also only with respect to products or services which have not yet been delivered or rendered. In this case customer shall immediately pay any outstanding amounts owing for products and services already delivered or rendered. If customer fails to fulfil this obligation we shall be entitled to rescind the entire contract.

d) Rescission shall not affect our claims for damages.

9. Cancellation of training courses

A cancellation of the participation in a training course on the part of the customer shall be free of charge if it is notified to us three (3) weeks or more prior to the scheduled beginning of the respective course; if it is notified to us not less than two (2) weeks in advance we will charge 20 % and if it is notified to us not less than one (1) week in advance we will charge 50 % of the fees according to our current price list. If the participation is cancelled later or the course is not attended without notice to us, we will charge full fee.

10. Limitation of liability

a) We shall not be liable for damages caused by whatever degree of negligent conduct of our employees, staff, personnel or agents.

b) Under no circumstances, shall we be liable under whatever theory or basis of liability, including product liability, for damages to objects which are not subjects of this Agreement as well as for lost profits, revenues or savings, lost data of information, or any indirect, consequential or incidental damages.

11. Applicable law

These General Terms and Conditions of Business as well as any contract to which they apply shall be governed by and constructed in accordance with the laws of Austria with the exception of the U.N. Convention on Contracts for the International Sale of Goods. The competent courts of the First District of Vienna, Austria shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes which may arise out of or in connection with this Agreement. Place of Jurisdiction is Vienna, Austria.

12. Miscellaneous

a) Individual agreements shall prevail over the provisions of these General Terms and Conditions of Business.

b) The invalidity or unenforceability of one or more provisions of these General Terms and Conditions of Business or any contract to which they apply shall have no effect on the validity and enforceability of the remaining provisions. The invalid or unenforceable provisions shall be deemed replaced by valid and enforceable provisions expressing as closely as possible the original commercial intentions of the parties which were pursued by the invalid or unenforceable provisions.

c) Neither party shall be entitled to set off claims of the other party against its own claims, unless the latter are adjudicated.

d) Rights and obligations arising out of or in connection with contracts to which these General Terms and Conditions of Business apply are not assignable.

e) No modification of or amendment to these General Terms and Conditions of Business and any contract to which they apply shall be effective, unless agreed upon by the parties in writing.