THE TERMS AND CONDITIONS SET FORTH ON THIS FORM AND ON ANY WRITTEN AGREEMENT (TOGETHER THE "AGREEMENT"), EXECUTED BY AND BETWEEN MEMBER AND CHEMNAVIGATOR.COM, INC. ("CHEMNAVIGATOR") AND/OR CHEMNAVIGATOR'S WHOLLY-OWNED SUBSIDIARY, CNC HOLDINGS, INC. ("CNC"), CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CHEMNAVIGATOR, CNC AND MEMBER FOR CHEMISTRY PROCUREMENT SERVICES. ACCEPTANCE BY MEMBER OF THE AGREEMENT MAY BE MADE BY (1) WRITTEN ACCEPTANCE OR (2) EXECUTION OF A CHEMNAVIGATOR GENERATED CHEMISTRY PROCUREMENT PRICE QUOTE. This Agreement expressly incorporates by reference and includes ChemNavigator's iResearch System Terms and Conditions, Privacy Policy, and any guidelines, rules or disclaimers that may be posted and updated on specific web pages, or on notices that are sent to you.

1. ORDERS
Member understands that ChemNavigator and CNC are "merchandise brokers" and that unless otherwise expressly stated on the System, neither ChemNavigator nor CNC manufactures or creates the products (including, but not limited to, chemical substances and their corresponding electronic information) that are available through the System ("Products"). Rather, ChemNavigator lists on the System and facilitates the purchase of Products manufactured or developed by others ("Supplier(s)") by submitting orders for Products on behalf of Member to Supplier(s). Member understands that Products are identified and selected by use of the System by Member. Member then submits orders for Products identified through use of the System to ChemNavigator, and Member agrees that it will do so in accordance with the procedures set forth on the System and that the Agreement applies to all orders for Products placed on behalf of Member by ChemNavigator and/or CNC. Submission of Member's order to Supplier(s) by ChemNavigator will be made only on the express understanding and condition that insofar as the Agreement conflicts with any terms and conditions in Member's requested order, the Agreement shall govern. No order shall be binding upon any Supplier(s) and/or ChemNavigator and/or CNC until Supplier notifies ChemNavigator and ChemNavigator thereafter sends Member confirmation of such order through electronic mail, facsimile, or other written communication.

2. PRICES, TAXES, PAYMENT
All prices quoted, all orders accepted, and all billings rendered, are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on any transaction requested by Member through the System ("Taxes and Fees"). Member agrees that it will reimburse ChemNavigator for any and all Taxes and Fees, at the time of sale or thereafter, that ChemNavigator is required to pay on behalf of Member based upon any order brokered by ChemNavigator with Supplier(s) on behalf of Member. Terms of payment are net thirty (30) days from the date of invoice. In the event that payment is not received within such thirty (30) day period, any unpaid balance shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is lower. The amount of credit may be changed or withdrawn completely by ChemNavigator at any time without prior notice. On any order for which credit is not extended by ChemNavigator, shipment or delivery shall require, at ChemNavigator's election, cash with order (in whole or in part), or C.O.D. or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Member. If any proceeding is brought by or against Member under bankruptcy or insolvency laws, ChemNavigator shall be entitled to cancel any order by Member then outstanding.

3. RETURNS, CHANGES AND CANCELLATIONS
Cancellations of and changes to orders for Products, and returns of Products by Member, will be subject to the policies of Supplier(s) (including any change and cancellation fees) which are listed on the System. Upon the request of Member, ChemNavigator will use reasonable efforts to inform Member of the return, change, and cancellation policies of a particular Supplier(s) or to direct Member to the source of such information. In addition, ChemNavigator will use reasonable efforts to facilitate communication between the Supplier and the Member with respect to Supplier(s) policies regarding returns, changes and cancellations. If Member desires to return any Product for which CNC held title pursuant to Section 4 before delivery to Member and for which the Supplier's policies permits the return of such Product, Member shall do so by returning such Product to CNC and CNC shall then return such Product, on Member's behalf, to the Supplier. Member agrees to pay all charges assessed by Supplier(s) resulting from Supplier(s) policies regarding returns, changes and cancellations, including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation or change fees imposed by Supplier(s), and any other cost resulting from cancellations, changes or returns permitted by Supplier(s). Member shall also pay all costs incurred by CNC for the return of any Product, and Member shall bear the risk of loss of any Product being returned until such time as the risk of loss is transferred to Supplier(s).

4. TITLE, DELIVERY, AND ACCEPTANCE
At the option of ChemNavigator, it may have CNC take delivery of Products, in which case title to such Products shall pass from Supplier(s) to CNC until such time as CNC transfers title to such Products to Member. Unless otherwise agreed to in advance, all sales between Member and Supplier(s), or, if CNC first takes possession, between Member and CNC, are made F.O.B. the shipping point. Member will be responsible for all shipping and insurance charges, and will reimburse ChemNavigator for all shipping and insurance costs incurred by ChemNavigator and/or CNC on behalf of Member. Unless otherwise agreed to between Supplier(s) and Member or, if CNC first takes possession, between Member and CNC, prior to acceptance of order by Supplier(s), risk of loss for Products ordered by Member using the System shall pass to Member on the date the Products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Member, Supplier(s) or ChemNavigator and/or CNC, as the case may be, may decline to make further shipments without in any way affecting their respective rights under the Agreement. Neither ChemNavigator nor CNC nor Supplier(s) will be charged with any liability for delay or non-delivery of the Products, when caused by any cause beyond the reasonable control of ChemNavigator or CNC or Supplier(s) as the case may be. Products will be deemed accepted by Member on the Shipment Date.

5. AUTHORIZED TRANSACTIONS
Any person having access to the password of Member will be able to access the System and perform transactions, and Member is responsible for any transactions made using such password. ChemNavigator and CNC shall not be liable for any acts undertaken as a result of any instruction received from someone using the password of Member.

6. SECURITY INTEREST
Until full payment for any Product purchased by Member through the System has been received, Member grants ChemNavigator a purchase money security interest in such Product, and payments for Products so secured shall be applied in the order in which the obligation to pay was incurred. Member agrees to execute any document appropriate or necessary to perfect a security interest on behalf of ChemNavigator, and Member consents to ChemNavigator filing the Agreement or any other document appropriate or necessary as a financing statement and/or chattel mortgage.

7. USE OF PRODUCTS
Unless otherwise specified, Member acknowledges and agrees that any Product obtained by Member through the System is for research use only and that Products are not intended for human, animal, therapeutic or diagnostic use. Member acknowledges that Products may not have been tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. Member acknowledges that Products contain chemicals that may be harmful if misused and that due care should be exercised with any Product obtained by Member using the System to prevent direct human contact. Some Suppliers provide material safety data sheets ("MSDS") or other instructions with Products, and in such situations, Member acknowledges that it shall provide the MSDS and instructions to all Member personnel prior to the handling and use of Products by such personnel, and Member further acknowledges that it shall ensure that such personnel use Products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of Products obtained by Member through the System. ChemNavigator recommends that only qualified, trained professionals familiar with the hazards associated with the use of chemicals should handle any chemical obtained by Member through the System.

8. INDEMNITY
ChemNavigator and CNC shall indemnify, defend, and hold harmless Member and its employees, agents, successors, officers, consultants, and assigns, from any legal actions, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Member may sustain or incur arising from a breach by ChemNavigator or CNC of its obligations under Section 10 of this Agreement. Member shall indemnify, defend, and hold harmless ChemNavigator, CNC and Supplier, and their respective employees, agents, successors, officers, consultants, and assigns, from any legal actions, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that ChemNavigator, CNC or a Supplier may sustain or incur arising from (a) Member's use of the Products obtained and purchased through the System, (b) Member's failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Food, Drug and Cosmetic Act), or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use Products, or (c) Member's breach of any of its obligations set forth in the Agreement; provided, that ChemNavigator, CNC or Supplier, as the case may be, provides Member with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Member's expense to settle and/or defend any such claim. Notwithstanding the foregoing, Member shall not settle any such claim, suit or proceeding without the written consent of ChemNavigator, CNC or Supplier, as the case may be, which shall not be unreasonably withheld.

9. WARRANTY
UNLESS OTHERWISE SPECIFICALLY SET FORTH HEREIN, NEITHER CHEMNAVIGATOR NOR CNC NOR SUPPLIER PROVIDE ANY WARRANTY WITH RESPECT TO THE SYSTEM OR ANY PRODUCT LISTED ON THE SYSTEM OR PURCHASED BY MEMBER. THE SYSTEM AND THE INFORMATION RETRIEVABLE THROUGH THE SYSTEM ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITH ALL FAULTS. CHEMNAVIGATOR MAKES NO WARRANTY THAT THE SYSTEM WILL MEET MEMBER'S REQUIREMENTS OR THAT USE OF THE SYSTEM WILL BE ERROR FREE, UNINTERRUPTED, OR SECURE, OR TO THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF THE INFORMATION RETRIEVABLE THROUGH THE SYSTEM. NOR DOES CHEMNAVIGATOR MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SYSTEM. CHEMNAVIGATOR IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM SUCH INFORMATION. WHERE AND WHEN APPLICABLE, MEMBER SHALL RECEIVE A WARRANTY ON ANY PRODUCT PURCHASED FROM A SUPPLIER, DIRECTLY FROM THE SUPPLIER, AND CHEMNAVIGATOR AND CNC PROVIDE NO CLAIM AS TO THE VERACITY, COMPLETENESS OR CORRECTNESS OF ANY SUCH WARRANTY. UPON THE REQUEST OF MEMBER, CHEMNAVIGATOR WILL USE REASONABLE EFFORTS TO INFORM MEMBER OF THE WARRANTY POLICY OF A PARTICULAR SUPPLIER, OR TO DIRECT MEMBER TO A SOURCE OF SUCH INFORMATION. CHEMNAVIGATOR AND CNC MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM OR PRODUCTS PURCHASED HEREUNDER, INCLUDING FOR PRODUCTS FOR WHICH CNC HOLDS TITLE PURSUANT TO SECTION 4 BEFORE DELIVERY TO MEMBER. CHEMNAVIGATOR AND CNC EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY WITH RESPECT TO THE SYSTEM OR ANY PRODUCT LISTED ON THE SYSTEM OR PURCHASED BY MEMBER. ALTHOUGH CHEMNAVIGATOR USES REASONABLE CARE TO ELIMINATE VIRUSES FROM ITS SYSTEM, MEMBER SHALL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO MEMBER'S COMPUTER SYSTEMS OR LOSS OF DATA, INCLUDING AS A RESULT OF ANY COMPUTER VIRUS OR SOFTWARE-RELATED PROBLEMS.

10. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, NEITHER CHEMNAVIGATOR NOR CNC NOR SUPPLIER(S) SHALL BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF CHEMNAVIGATOR AND/OR CNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST MEMBER. THE TOTAL LIABILITY UNDER THE AGREEMENT WITH RESPECT TO ANY USE OF THE SYSTEM OR WITH RESPECT TO PRODUCT PURCHASED FROM SUPPLIER(S) IN ACCORDANCE WITH USE OF THE SYSTEM SHALL IN NO EVENT EXCEED THE PRICE PAID BY MEMBER FOR SUCH PRODUCT.