Terms and Conditions

Fish Purchase Order General Terms and Conditions

1. Payment. Buyer shall submit to AmeriCulture Inc. ("Seller") with this Purchase Order any part payment of the total price specified herein, which seller may deposit to its account. Buyer shall pay the balance of the total price when Buyer inspects and takes possession of the fish. In most cases this will occur at the destination air cargo terminal but may also occur at Seller's farm site or other point of transfer of ownership. Payment shall be made as specified herein.

2. Shipment . Seller shall use its best efforts to have the fish ready for shipment by the requested shipment date specified herein. Buyer understands that weather, transportation, biological factors, and various unanticipated factors may interfere with fish hatchery production and delivery of live fingerlings. Seller shall notify Buyer at least 3 business days in advance as to the date the fish will be ready for delivery to the carrier and shall make the necessary shipping arrangements.

3. Shipment Expenses and Insurance. Buyer shall bear all expenses for the shipment of the fish to Buyer's destination including Seller's packing and insuring the fish for shipment. Any insurance proceeds shall be payable to Seller for itself or to credit against Buyer's payment due hereunder, as appropriate. If a number of fish specified above do not arrive alive at the destination port, Seller, at the option of Buyer, shall either (i) replace the lost fish as soon as possible or (ii) credit Buyer for the Purchase Order value of the lost fish. Seller shall have no responsibility for any lost production of Buyer resulting from the loss of fish during transport from Seller to Buyer and Buyer is solely responsible for insurance against any such lost production,

4. Warranty. Seller makes no express or implied warranties to Buyer other than the fish will arrive at the destination airport in good health and will grow at or above levels typical of Tilapia nilotica when they are grown according to superior husbandry methods, are maintained without disease, and are maintained in water that meets acceptable water quality standards for aquaculture in general (e.g., Mead, J.W. 1989, Aquaculture Management, New York: Van Nostrand Reinhold.), and T. nilotica in specific.

5. Restrictions on Use of Fish. Buyer recognizes and shall comply with the following restrictions on the use of the fish upon and after their receipt:
(a) No fish shall be purposely propagated and any fish resulting from unintentional propagation
are subject to the use restrictions provided herein.
(b) No fish shall be transferred from the aquaculture facilities of Buyer to any other aquaculture
facility for the purpose of propagation or grow-out.
(c) Buyer may only sell the fish for the purpose of human consumption and shall not sell or transfer
the fish to any commercial or non-profit entity having a purpose other than immediate human consumption.
(d) All fish Buyer receives from Seller shall be maintained in rearing containers which are separate
from any fish obtained from other sources for the entire period of grow-out until the fish are transported to market.
(e) If the fish have to be mixed with fish from other sources, the fish mixed from other sources shall
be subject to all of the use restrictions contained herein.
(f) Buyer recognizes that the fish are sex-reversed using a protocol currently administered by the
FDA through an experimental INAD. Buyer shall prevent any human consumption of the fish
until completion of the required 120-day 17-alpha methyltestosterone withdrawal period and
shall return all relevant INAD paperwork in a timely fashion either to Seller or the administering authority. Typically all that is needed is a signature confirming receipt of fish.

6. Extra Fish and Late Arrival. Seller normally adds a known number of additional fish to each order to compensate Buyer for any fish which die in transit. Buyer is not obligated to pay for any fish received in excess of the number ordered. Buyer acknowledges that the fish which arrive alive at the destination port are deemed to have arrived alive for all purposes hereof. In accepting the fish from the destination port, the Buyer acknowledges live arrival and thereby becomes responsible immediately to make all Buyer's payments provided herein.

7. Late Payment, Consequences. If Buyer fails to make any payment provided herein within 3 business days of its due date, Buyer shall become liable to Seller for a late payment fee equal to 5% of the amount due, as well as interest on such amount calculated at the rate of 1-% per month from the original due date to the date of its payment in full.

8. Notices, etc., Any notices or other document one party is required to provide to the other party pursuant to the terms hereof shall be delivered to such party at such party's address set forth below its signature or by facsimile transmission to the fax number set forth herein.

9. Applicable Law. The terms and conditions of this Purchase Order and the rights and duties of the parties hereunder shall be construed in accordance with the laws of the State of New Mexico.

10. Arbitration. Any claim or controversy arising out of this Purchase Order shall be settled by arbitration in accordance with the applicable rules of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in an appropriate place in Albuquerque, New Mexico and shall be final and binding upon both parties. The party finally prevailing in any such claim or controversy shall be entitled to recover from the other that party's attorneys fees, any gross receipts tax thereon and costs and expenses reasonably incurred in connection with such arbitration and any appeal therefrom.

11. Special Terms and Conditions. Any special terms and conditions governing this Purchase Order are set forth on the attachment hereto which should also be signed by the parties. To the extent any of those special terms and conditions conflict with the foregoing terms and conditions, the special terms and conditions shall be controlling.

12. Successors-in-Interest. This Purchase Order shall be binding upon and inure to the benefit of the respective successors-in-interest of the parties hereto.

13. Entire Agreement, etc., The agreement evidenced by this Purchase Order shall constitute the entire agreement between the parties and may only be amended or modified by a writing duly signed by the party or parties to be bound thereby and attached hereto. Facsimile signatures shall have the same legal effect as original signatures.