Welcome to Scrapfoam.com Inc. This Agreement describes the terms and conditions applicable to your use of our services at Scrapfoam.com Inc. (hereinafter "Scrapfoam.com"). Scrapfoam.com may amend this Agreement at any time by posting the amended terms on our website. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be otherwise amended. This agreement was last revised on July 17, 2000. This site is solely dedicated to and for the use of Buyers and Sellers of commercial scrap foam in truckload quantities

1. Purpose: Our service is offered only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services.

2. Fees and Services: Scrapfoam.com offers a website auction service for Buyers and Sellers of scrap foam as follows:

         A. Sellers simply submit to Scrapfoam.com a personalized description of their scrap foam product (herein the "Auction Lot") for Auction by the Seller (i.e., price, description, quality, quantity, etc.). The Seller's Auction Lot is submitted to Scrapfoam.com's Auction for Buyer's to bid on the Auction Lot (herein the "Forward Auction"). A Seller selects its own period of time (24 hours, 48 hours, 3 days, etc.) to accept bids for the Auction Lot (herein the "Commitment Period"). Sellers also agree and warrant that the Auction Lot submitted by the Seller is actually owned by the Seller and is available for sale on Scrapfoam.com's Auction website until the Commitment Period has expired. Sellers who retract their Auction Lot before the Commitment Period has expired will be in direct breach and violation of the Terms and Conditions imposed herein by Scrapfoam.com. Once the Commitment Period has expired and the Seller has not sold its Auction Lot, then Seller has the option to either resubmit the Auction Lot for sale on Scrapfoam.com or Seller can remove the Auction Lot and sell to any other party.

         B. Buyers can also utilize Scrapfoam.com web-site by listing the description of scrap foam products (herein "Buyer's Request"- i.e., type of scrap foam price, description, quality, quantity, etc.) that Buyers are seeking. The Buyer's Request is submitted to Scrapfoam.com's Auction for Sellers to bid on the Buyer's Request (herein the "Reverse Auction"). A Buyer selects its own period of time (24 hours, 48 hours, 3 days, etc.) for Sellers to make bids on Buyer's Request (herein the "Commitment Period"). Upon receipt of Buyer's Request, Scrapfoam.com instantly e-mails the Buyer's Request to Scrapfoam.com's Exclusive List. This Exclusive List advises all Sellers of that certain material of the Buyer's Request. All interested Sellers can then make offers/bids on Buyer's Request during the Commitment Period. When a Buyer's bid is accepted by a Seller, the Seller agrees to and is instantly legally obligating itself to sell to the Buyer at the agreed to terms. Seller's bidding on Buyer's requests is referred to as a Reverse Auction.

         C. Scrapfoam.com's Fees are only earned when the final winning bid is accepted during the Commitment Period of a Seller's Forward Auction or a Buyer's Reverse Auction. At the time of acceptance of the final winning bid in each referenced Auction the Seller agrees to make an immediate payment of $.01/# (one cent per pound of scrap foam shipped/sold) for the accepted bid (herein the "Transaction Fee"). Scrapfoam.com may change its Transaction Fee and Service Policy from time to time. Changes to the Transaction Fee Policy are effective after we provide you with at least fourteen (14) days notice of the changes by posting the changes on the announcement board. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying Scrapfoam.com's Transaction Fees upon receipt of Scrapfoam.com's invoice.

3. Terms and Conditions: Scrapfoam.com is not involved in the actual purchase and sale between Buyers and Sellers. As a result, Scrapfoam.com has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of Sellers to sell items or the ability Buyers to buy items. Scrapfoam.com cannot ensure that a Buyer or Seller will actually complete a transaction.

4. Release: Scrapfoam.com is not involved in the actual transaction between Buyers and Sellers. In the event that you, as a Seller or Buyer, have a dispute with one or more users, you agree to release Scrapfoam.com (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

5. Contracts between Buyers and Sellers: If Buyer successfully wins Seller's Auction Lot from the Forward Auction and/or Buyer accepts a Seller's bid from the Reverse Auction, then both parties, the Buyer and Seller, agree that they are obligated to legally bind themselves to a contract to complete the transaction and agree to comply with the agreed upon terms and conditions of the Sale. Both Buyer and Seller agree to, in good faith, comply with and perform under the terms and conditions stated herein.

6. Your Information: "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area or through any E-mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information:

7. Breach: Without limiting other remedies, Scrapfoam.com may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you:(a) if you breach this Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our users or us.

8. No Warranty: BOTH BUYERS AND SELLERS THAT USE Scrapfoam.com's WEB-SITE TO SELL OR PURCHASE SCRAP FOAM AGREE THAT Scrapfoam.com DOES NOT MAKE AND GUARANTEE ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY AS TO THE QUALITY OF THE SCRAP FOAM SOLD ON Scrapfoam.com's WEB-SITE. THE BUYERS AND SELLERS AGREE THAT THEY ARE SOLELY RESPONSIBLE FOR PROVIDING SUCH WARRANTIES. Scrapfoam.com SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OF ANY SCRAP FOAM PRODUCT BOUGHT AND SOLD UNDER THE Scrapfoam.com WEBSITE.

9. Liability Limit: ANY BUYER OR SELLER WHO USES THE SERVICES OFFERED BY Scrapfoam.com AND CONTRACTS FOR THE PURCHASE AND SALE OF SCRAP FOAM AGREE THAT Scrapfoam.com IS NOT A PARTY TO THE CONTRACT OF SALE. THE BUYERS AND SELLERS AGREE THAT IN NO EVENT SHALL Scrapfoam.com BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF Scrapfoam.com WEB-SITE AND OR AS IT RELATES TO THE Scrapfoam.com SERVICES PROVIDED HEREIN.

10. Indemnity: You agree to indemnify and hold Scrapfoam.com and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

11. No Agency: You and Scrapfoam.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

12. Arbitration: Any controversy or claim arising out of or relating to this Agreement or Scrapfoam.com services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Either you or Scrapfoam.com may seek any interim or preliminary relief from a court of competent jurisdiction in New York necessary to protect the rights or property of you or Scrapfoam.com pending the completion of arbitration. The parties further agree that the office of the American Arbitration Association in New York City will be the venue for any arbitration and that New York State Law will be the controlling law.

13. Attorneys fees and costs: Buyer and Seller also agree to the following: If any Buyer, Seller and/or any third-party commences legal action/arbitration against Scrapfoam.com arising out of the use of the Scrapfoam.com's web page and Scrapfoam.com is successful in defending against the legal action/arbitration (i.e. no judgment or arbitration award against Scrapfoam.com and or a dismissal of the action against Scrapfoam.com) then the Buyer and/or Seller agree to pay for all attorneys fees and cost incurred by Scrapfoam.com in the defending against said legal action.