TERMS AND CONDITIONS OF SALE

All sales are made subject to the following terms and conditions and International Steel Group Inc. (�ISG�) objects to any different or additional terms or conditions contained in Buyer�s purchase order or any other document submitted by Buyer.   ISG�s acceptance of any purchase order is expressly made conditional on Buyer�s assent to these terms and conditions.

1.            This Sales Order Acknowledgement constitutes the entire agreement between International Steel Group Inc. (�ISG�) and Buyer.  Terms or conditions contained in a purchase order which in any manner purport to alter, modify, change, suspend or add to any term of condition contained in this Sales Order Acknowledgement shall be deemed excluded from such purchase order and waived by Buyer.

2.             The purchase price of the goods covered by this Sales Order Acknowledgement shall be as stated on the face hereof; provided however, that if ISG announces a general price increase, the purchase price shall be revised to include the price increase unless the goods are scheduled for shipment within sixty days of the price increase.  In the event ISG announces a general price decrease, the purchase price shall be revised immediately to include such price decrease.

3.                    Buyer cannot modify, cancel or otherwise alter orders after goods are in process without ISG�s written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of ISG against loss.

4.                   All deliveries are F.O.B. ISG  Inc,  freight prepaid or freight collect to destination. If shipped freight prepaid, the charge for freight will be added to the invoice.  Risk of loss or damage in transit shall be borne by Buyer and claims shall be made directly with carrier.  Buyer may pick up the goods that are the subject of this Acknowledgement provided it does so within 10 days of the date it is notified of the date of shipment. ISG reserves the right to ship without further notification at any time after the 10-day period.

5.                    Delivery dates are approximate. ISG shall not be responsible for delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of Buyer, strikes or other labor disturbances, inability to obtain fuel, material or parts, war, acts of terrorism, riot, delays in transportation, repairs to equipment, epidemics, floods, fires, accidents, or a contingency the non-occurrence of which was a basic assumption on which the purchase order was made.  Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of delays in delivery or performance.

6.                    SUBJECT TO STANDARD MANUFACTURING VARIATIONS, ISG WARRANTS THAT THE PRODUCTS FURNISHED HEREUNDER SHALL MEET ONLY THOSE SPECIFICATIONS SET FORTH ON THE FACE HEREOF. ISG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.                     No claim for damages for goods that do not conform to specifications will be allowed unless ISG is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Products for which damages are claimed shall not be returned, repaired or discarded without ISG�s written consent. BUYER�S EXCLUSIVE REMEDY AGAINST TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO ISG�S REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS, OR AT ISG�S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL ISG HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD HEREUNDER, NOR SHALL ISG HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE PROVISIONS OF THIS SECTION LIMITING REMEDIES TO REFUND OR REPLACEMENT, LIMITING LIABILITY AND EXCLUDING CONSEQUENTIAL OR INCIDENTIAL DAMAGES ARE INDEPENDENT PROVISIONS AND ANY DETERMINATION THAT ANY SUCH LIMITATION OF REMEDIES FAILS OF ITS ESSENTIAL PURPOSE OR ANY OTHER DETERMINATION THAT ANY OF THE AFOREMENTIONED PROVISIONS IS UNENFORCEABLE, SHALL NOT BE CONSTRUED TO MAKE ANY OTHER PROVISION UNENFORCEABLE.

8.                    ISG shall have the right to credit toward the payment of any monies that may become due Buyer hereunder any amounts which may now or hereafter be owed to ISG or any of its subsidiaries or affiliates.

9.              Payment terms are one-half of one percent discount if paid within 10 days of invoice date, net 30 days. ISG may, at its option, suspend performance if in its opinion the credit of Buyer becomes impaired until such time as ISG has received full payment or satisfactory security for deliveries made and is satisfied as to Buyer�s credit for future deliveries.  If Buyer fails to make payment in full or refuses satisfactory security, then ISG shall have the right to enforce payment of the full purchase price for products already delivered or in process, and may either cancel the unfinished portion of the order, or may proceed with the order, in which latter case, ISG shall be entitled to such extension of time for performance as is necessitated by the suspension.

10.                    All taxes of any kind levied by any federal, state, municipal or other governmental authority which ISG is required to collect or pay with respect to the production, sale or shipment of goods sold hereunder shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse ISG for any such payments made by ISG.

11.                    Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends or notations upon such checks or payments, or regardless other writings, statements or documents, shall be applied by ISG against the amount owing by Buyer with full reservation of all ISG�s rights and without an accord and satisfaction of Buyer�s liability.

12.                    In the event that Buyer fails to make payment of the purchase price or any portion thereof when due, ISG shall have the right to employ an attorney to collect the balance due and Buyer agrees to pay all collections costs incurred by ISG, including its reasonable attorney fees.

13.                    This agreement shall be governed by the laws of the state of Ohio. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of Ohio for any litigation which may arise out of or be related to this agreement.  Buyer waives any objection based upon forum non conveniens or any objection to venue of any such action.

14.                    The Purchase Order and these terms and conditions, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof, superseding completely any oral or written communications unless the terms thereof are expressly incorporated herein.  No waiver of any of these terms and conditions shall be effective unless in writing and signed by an authorized officer or employee of ISG.