General Terms of Business of MB Capital Services GmbH

for the sale of products in the sector "Capital Display""

As of: 1.6.2004

(1) Agreement

1. The following "Terms of Business" of MB Capital Services GmbH, referred to hereinafter as the Vendor, apply to all orders for the production and printing of graphic products and of advertising media. The purchaser’s conflicting conditions are hereby rejected. Any deviations or ancillary agreements only become effective with the written confirmation of the Vendor. Our terms of business also apply to all future business conducted with the Purchaser.

2. All orders must be placed in writing. The rates quoted in our latest price list apply. Errors in descriptions, stated dimensions, delivery times and prices excepted.

3. All prices are subject to statutory value-added tax.

(2) Delivery dates and dispatch

1. Deliveries are made at the consignee’s risk, even if prepaid freight charges for the delivery have been agreed. In the event of operational breakdowns, failure of raw materials deliveries and all other conditions which are not the result of wilful intent or negligence we shall be exempted from our delivery obligations for the duration of the impediment. The purchaser shall not be entitled to assert claims for damages or to withdraw from the agreement as a result of such circumstances. Delivery and invoicing may take place wholly or as part consignments as and when the respective items are completed. Each consignment shall be considered to constitute a separate business transaction. Any differences between individual consignments shall not adversely affect the other consignments. If the purchaser fails to meet his contractual obligations with regard to a part-consignment we shall be exempted from the requirement to make further consignments, without thereby being in default.

2. Dispatch shall be ex-works and at the consignee’s risk, as freight, express or postal delivery, provided that no other form of dispatch is specified. If packaging is required, it shall be undertaken with care and invoiced to us at cost price, but shall not be returned.

3. None of the delivery times or dates shall be binding but shall nevertheless be adhered to wherever possible. Failure to adhere to the delivery date shall not entitle the purchaser to withdraw from the agreement nor to assert claims for contractual penalties or damages. In the event of a culpable failure to deliver within the agreed period the delay in delivery is only granted after a period of grace has been specified.

(3) Warranty

1. Defects in the goods supplied must be reported immediately and in writing, and within one week of receipt of the delivery at the latest. The Purchaser gives an undertaking to retain the defective goods according to our choice or, following consultations, to return such items to us at our expense. If not contested in writing by the Vendor within 2 weeks, the defect shall be considered to have been accepted.

2. If the Purchaser has made a justified claim in respect of defects, the Vendor shall be entitled to rectify the defects or to supply a replacement. If this is not possible with the goods in question, the Purchaser may withdraw from the agreement or demand a corresponding reduction in the purchase price.

3. No claims in respect of warranties may be asserted if the Purchaser uses the products after having detected a defect which has not been reported to us in writing. The same applies to alterations or rectifications which the Purchaser has made to the goods without our knowledge.

4. No warranties exist for items made to customers’ specifications which are defective on account of the Purchaser’s instructions and documents, or which rely on graphic files which we have not processed, provided that the defects are attributable to such files.

5. The Vendor shall only be liable to the Purchaser in cases of wilful intent or gross negligence. However, the liability only extends to the goods themselves and not to any financial damages reported by the Purchaser. Warranty claims cannot be transferred and apply solely to the Purchaser.

6. The Vendor reserves the right to make deviations in the colours in the case of digital print-outs, due to the nature of the material, and to vary the tolerances in terms of weight, thickness, format, style etc. resulting from the material used.

(4) Terms of payment

1. Delivery shall be accompanied by an invoice and payment shall be made in the form of cash on delivery.

2. In the case of orders for which payment is made by means of a credit card, the amount shall be debited from the cardholder’s account when the items are delivered.

4. If the Purchaser withdraws his order within the agreed delivery and production period, an invoice may be issued for all the work performed up to the time of his withdrawal.

(5) Copyright

1. The Vendor retains all rights (copyright) to creative work commissioned by the Purchaser and performed by himself , and in particular to graphic designs, pictures, word marks and layouts.

(6) Federal Data Protection Law (BDSG)

1. Our business associates’ personal data will be stored and processed in accordance with §§ 28 and 29 BDSG, within the scope of the purpose for which this contractual relationship is intended.

(7) Concluding provisions

1. The validity of the General Terms of Business shall not be affected by the invalidity of any individual provision or clause. Only the German version is binding.

2. The regulations of the Civil Code of the Federal Republic of Germany shall apply, unless agreed differently in the Vendor’s terms of business.

3. The place of fulfilment and legal venue is Berlin-Charlottenburg.

MB Capital Services GmbH, Thüringer Allee 12/12A, D-14052 Berlin, tel. +49(0)30/3067–2055, fax +49(0)30/3067-2019

Management: Manfred Gleich, Wilfried Wartenberg, Register of Companies Amtsgericht (Municipal Court) Charlottenburg HRB 65470

Bank account: Berliner Bank AG, BLZ (sort code) 100 200 00, acc. no. 03333 000 00

Sales Tax Registration No. DE 136629714, Tax No. 453/04182