ConocoPhillips Alaska, Inc.
PURCHASE ORDER GENERAL TERMS & CONDITIONS

Shipment

Delay in shipment may be, but is not limited to the following causes: Acts of God or the public enemy, expropriation or confiscation of facilities, changes in applicable law, war, rebellion, sabotage or riots, earthquakes, floods, unusually severe weather that could not reasonably have been anticipated, fires, explosions, or other catastrophes. Strikes and other labor-related delays shall not, in any event, be considered delay in shipment. Seller shall within three (3) days from the beginning of such delays notify ConocoPhillips Alaska, Inc. ("Buyer") in writing of the cause of delay; and provided further that if an excusable delay exceeds a total period of thirty (30) days, Buyer may cancel the Order or the item (s) from the Order. Any additional costs incurred by Buyer to meet shipment requirements will be reimbursed by the Seller.

If the risk of loss passes at the shipping point, and if Seller fails to ship in the manner or route directed by Buyer, Seller shall reimburse Buyer for any loss resulting therefrom.

Warranty

1. Seller warrants all goods provided and work performed for a period of one year from date of shipment and shall remedy all defects in material, design or workmanship discovered during said period. Buyer shall have the option to remedy defects in which event Seller shall reimburse Buyer the costs of remedying such defects. Seller agrees to pass on all warranties of manufacturer or distributor to Buyer, but such agreements shall not relieve Seller of any warranty it has given.

2. All goods are subject to inspection by Buyer before, upon and within a reasonable time after shipment. No goods shall be replaced/substituted without Buyer's prior written instructions.

Price Warranty

Seller warrants that the prices for the goods sold to Buyer under this Order are not less favorable than those currently extended to any other customer for the same or like goods in equal or less quantities. Seller further warrants that the prices charged hereunder are in compliance with all applicable Government laws, rules, and regulations.

Termination for Convenience

Time is of the essence. Buyer may terminate for its convenience further performance of all or any separable part of this Order at any time by written notice to Seller. On the date of such termination stated in said notice, Seller shall discontinue all work pertaining to this Order. Payment to Seller shall be based on that portion of the work satisfactorily performed to the date of termination, including reimbursement for reasonable overhead and profit on the partial fulfillment of this Order, plus reasonable and necessary expenses resulting from the termination, as substantiated by documentation satisfactory to and verified by Buyer. Seller shall not be entitled to any prospective or anticipatory profits or damages because of such termination.

Change Orders

Buyer reserves the right, at any time, to make changes in quantity, drawings and specifications, methods of shipment and packaging, schedules and the place of shipment as to any goods, materials, equipment and machinery or work covered by this Order. In such event, an equitable adjustment in price and time of performance mutually satisfactory to Buyer and to Seller shall be negotiated. Seller shall not suspend performance of this Order while Buyer and Seller are in the process of making such changes and any related adjustments and, if released in writing by Buyer, Seller shall comply with and perform such change in accordance with the terms in this Order during such time. No substitutions shall be made in this Order without the prior written authorization of Buyer. Additional compensation will be paid to Seller only if agreed to in writing by Buyer, and no agreement or understanding modifying the terms or conditions of this Order shall be binding upon Buyer unless made and agreed to in writing.

Indemnity to ConocoPhillips Alaska, Inc.

To the fullest extent permitted by law, Seller shall protect, defend, indemnify, save and hold Buyer, its parent, subsidiaries and affiliated companies, any working interest owners and joint venturers, and respective officers, directors, agents and employees harmless from and against:

1. Any and all claims and liabilities, including costs and expenses, for bodily injury to, or death of, persons, including claims and liabilities for care or loss of services in connection with any bodily injury or death; and

2. Any and all claims and liabilities, including costs and expenses, for loss or destruction of or damage to any property belonging to Seller, Buyer or others, the risk of which is not assumed by Buyer hereunder; resulting directly or indirectly from, or occurring in the course of, Seller's fulfillment of this Order.

However, the indemnity obligation shall not extend to liabilities for injury or death to persons or loss or damage to property resulting solely from Buyer's negligence or willful misconduct. Buyer shall have the right, at its own expense, to join in the defense of any action in which it is made a defendant.

Audit

1. Buyer's duly authorized representatives shall have access at all reasonable times to all records, documents, files, and personnel necessary to audit and verify Seller's charges to Buyer for goods sold to Buyer and for work performed. Seller shall retain records, documents, and files related to such charges for a period of five years from the end of the calendar year when invoicing was submitted to Buyer. Buyer's representatives shall have the right to reproduce and retain copies of any of the aforesaid documents.

2. If, as a result of an audit hereunder, Seller is determined to have charged Buyer for amounts which are not allocable or non verifiable, Seller shall promptly reimburse Buyer for said amounts.

3. Seller shall include the provisions of this paragraph concerning "Audit" in all its subcontracts and Orders.

Compliance with Laws, Rules and Regulations

Seller represents and warrants that it is in compliance with all applicable laws, rules and regulations which affect this Order. Included in such laws, rules and regulations are local, state, federal and international transportation regulations. These transportation regulations require that all freight is accurately described, classified, certified, packaged, marked, labeled, placarded, and in all respects in proper condition for transport. These regulations also require the Seller to furnish a current "Material Safety Data Sheet" (MSDS), with the shipment of all hazardous material. In addition to that requirement, Buyer requires that an MSDS be sent to the Buyer who issued the Order at: ConocoPhillips Alaska, Inc., P.O. Box 100360, Anchorage, Alaska 99510-0360, ATTN: (Buyer's name), prior to shipment.

Patents, Trade Secrets and Confidential Information

Seller agrees to indemnify, hold harmless, and defend Buyer, its parent, subsidiaries and affiliated companies, any working interest owners and joint venturers, and respective officers, directors, agents and employees in any suit, claim or demand alleging infringement of any patent, copyright, and/or misappropriation of any confidential information or trade secrets in the United States, in the country of source and in the country of destination, based upon the performance of said work or manufacture, sale, shipment or use of goods supplied hereunder. Seller agrees to keep confidential and not to disclose to others or to use in any way confidential business/technical information that Buyer may disclose in conjunction with its Order, or that Seller may be exposed to as a result of entering Buyer's property to deliver goods or to perform work hereunder. Notwithstanding restrictive legends to the contrary, no confidentiality or other obligation will be imposed on Buyer by acceptance of goods or documents supplied by Seller, and Buyer shall be free to copy, modify, disclose and distribute such documents without accounting to Seller.

Choice of Forum and Laws

Seller and Buyer agree that no lawsuit pertaining to any matter arising under or growing out of this Order shall be instituted in any other Court than the Anchorage Superior Court of the State of Alaska. The laws of the State of Alaska shall govern this Order.

Social Security and Wage Tax Liability

With respect to all persons at any time employed by or on the payroll of Seller or performing any work directly or indirectly under this Order, Seller accepts full and exclusive liability for the payment of all contributions or taxes for unemployment insurance and old age retirement and other benefits, pensions, or annuities, and wage or income taxes, now or hereafter imposed by the United States and any State or political sub-division thereof, however the same be measured. Seller shall furnish Buyer such payroll and employment information as Buyer may require to show compliance with the above obligation. If Buyer shall be required by law to pay any contribution, tax or penalty because of Seller's failure to furnish the aforesaid information, Seller shall forthwith reimburse Buyer for the entire amount so paid by it.

Waiver of Mechanics' Liens

Seller agrees that no mechanics' liens whatsoever shall be filed against Buyer or Buyer's premises by Seller or any subcontractor of Seller for the supply of any labor, materials, or both in the performance of the work under this Order, and the right to such lien is hereby waived by the Seller.

Independent Contractor

Seller's status shall be that of an independent contractor and not that of an employee or agent of Buyer.

Publicity

Seller shall not advertise or publish the fact that Buyer has placed this Order without first obtaining the written consent of Buyer.

Non-Discrimination in Employment

1. Section 202 of Executive Order 11246, as amended by Executive Order 11375, relating to equal employment opportunities, the implementing rules and regulations of the Secretary of Labor, and all clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. In particular, the Seller hereby certifies that it does not maintain segregated facilities. In making this certification, Seller incorporates each and all of the provisions of the approved form of certification contained in 41 C.F.R. 60-1.8(b) the same as if such provisions were fully set forth herein and signed by the Seller.

2. Sections 503 and 504 of the Rehabilitation Act of 1973 and Title IV of the Vietnam Era Veterans Readjustment Assistance Act of 1974, relating to employment and advancement in employment of qualified handicapped individuals, disabled veterans and veterans of the Vietnam era, the implementing rules and regulations of the Secretary of Labor, and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference pursuant to 41 C.F.R. 60-741.22 and 41 C.F.R. Section 60-250-22.

3. Sections 1 and 3 of Executive Order 11625 relating to the promotion of minority business enterprises, the implementing rules and regulations of the General Services Administration, and all clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. Seller shall comply with 41 C.F.R. 61-250.10, which requires an annual report to the secretary of labor on employment of special disabled veterans and veterans of the Vietnam era.

4. Seller shall comply with applicable laws, executive Orders, and regulations concerning listing job vacancies concerning non-discrimination in employment including 41 C.F.R., Part 60-250.

Assignments

This Order shall not be assignable in whole or in part without prior written approval of Buyer.

Set-Off

At Buyer's option any indebtedness of Seller may be credited against amounts owed by Buyer.

Entire Agreement

This Order, together with all documents incorporated herein by reference, constitute the entire agreement between Buyer and Seller, and there are no terms, conditions, or provisions, whether oral or written, between the parties hereto, other than those herein contained, and this Order supersedes any and all oral or written understandings between the parties hereto relating to the items purchased hereunder. Notice of objection to additional or different terms and conditions is hereby given.