PCCA -- Micro-SW -- 08-11-09

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					                                                                    PER-FIL® Industries, Inc.
                                                                407 Adams Street – P.O. Box 9
                                                                  Riverside, New Jersey 08075
                                                          Ph. 856-461-5700 Fax 856-461-0741

                                                                          August 11, 2009

9901 S. Wilcrest Drive
Houston, TX 77099-5132

Attn: Fabian Zaccardo, COO
      Ph. 832-295-1285
      Fax. 713-570-2313

RE:   PER-FIL® Industries Model Micro-SW Net Weigh Servo Driven Micro-Filler
      Proposal No. Q09-PF-5667

Dear Fabian:

Thank you for your continued interest in PER-FIL® Industries’ Auger Filling Equipment.
As you requested, enclosed please find information and our Proposal #Q09-PF-5667
system is ideal for filling 100 gr. to 1000 gr. of your fine chemicals into bottles. PER-
FIL®’s extensive fill experience with fine chemicals and compounding ingredients has
achieved an excellent track record at many U.S. and overseas companies, including:
Etex, Fischer Scientific, Medisca, Remel, Troy Polymers and many other companies
around the world.

The Micro-SW, as quoted, is equipped with a brushless servo motor and programmable
motion controller, variable speed independent agitation system, 20 liter capacity filler
hopper, and two sets of tooling (one set for customer’s Progesterone and other non-free
flow products, and one set for customer’s Methocel and other Free Flow products) each
complete with dust termination. To optimize filler throughput, particularly on the larger
fill sizes, you may wish to purchase additional tooling (quoted under “OPTIONAL

The Micro-SW features a METTLER-TOLEDO balance with draft shield for fill-by-weight
operation. The Micro-SW features two speed fill operation: approximately 90% of the
fill is accomplished at high speed and the remaining 10% at slow speed for optimum fill
accuracy control. This filler includes an RS-232 connector to allow you to download
weights to a PLC or your printer. To ensure proper communication between the filler
and your printer, we request that you send the printer to PER-FIL® at time of equipment

All product contact parts are manufactured from 316 stainless steel or FDA approved
composites. All controls for the filler are housed in a NEMA 12 control console which is

                          WWW.PER-FIL.COM                                                   1
                                                                      PER-FIL® Industries, Inc.
                                                                  407 Adams Street – P.O. Box 9
                                                                    Riverside, New Jersey 08075
                                                            Ph. 856-461-5700 Fax 856-461-0741

dust tight. The PLC controls all functions of the filler and, the operator interface features
a touchscreen display. You can store up to 100 product recipes/set-ups in this interface
which makes changeover between products quick and easy.

This user friendly filler comes fully assembled, and within minutes of opening the crate,
the operator is in production. The Micro-SW requires NO TOOLS for set up or cleaning.
A comprehensive Operation and Maintenance manual is provided and shipped with
each filler. Just plug the MF-SW into any standard 120 volt receptacle and it is ready to

Quoted as an option is a surge hopper for added hopper capacity.

I am enclosing information on lease-purchase of this equipment. As an added benefit,
due to the stimulus package put into law this year, qualifying equipment purchases can
take bonus depreciation of 50% (in addition to regular first-year depreciation) on
equipment which is purchased and installed in 2009. I have enclosed information
showing how taking advantage of Section 179 can significantly lower the true cost of
equipment ownership. Of course you should consult your tax adviser to confirm your
eligibility of this deduction and how it can benefit your company.

After you have reviewed the enclosed information, please do not hesitate to contact our
local representative, Mark Shoemaker of PSI Packaging, or me with any questions you
may have. I look forward to the opportunity to be of service to you.


Shari Becker

cc:    Kevin Headley
       Mark Shoemaker, PSI Packaging, tel: 972-517-0773

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                                                                   PER-FIL® Industries, Inc.
                                                               407 Adams Street – P.O. Box 9
                                                                 Riverside, New Jersey 08075
                                                         Ph. 856-461-5700 Fax 856-461-0741

             TABLE OF CONTENTS

SECTION -1   APPLICATION DESCRIPTION................................. Pg. 4

SECTION -2   FILLER SPECIFICATIONS ....................................... Pg. 5

SECTION -3   PRICING .................................................................. Pg. 6

SECTION -4   OPTIONAL ACCESSORIES ..................................... Pg. 6

SECTION -5   TERMS AND CONDITIONS ..................................... Pg. 7

SECTION -6   WARRANTY ............................................................. Pg12

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                                                                 PER-FIL® Industries, Inc.
                                                             407 Adams Street – P.O. Box 9
                                                               Riverside, New Jersey 08075
                                                       Ph. 856-461-5700 Fax 856-461-0741


Production Description

Product:            Progesterone, Methocel and other fine chemical products
Container:          Plastic HDPE and Glass Jars
Container opening   TBD
Container dia.      TBD
Container height    TBD
Fill Weight         100 gr.       500 gr.      1000 gr.
Rate                6 cpm         4 cpm        2 cpm
Accuracy            +0.5 gr / -0
Bulk Feed System    Manual
Electrical Req.     120 volts, 1 phase, 60 hertz.

   1. TBD = To Be Determined
   2. cpm = containers per minute

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                                                                     PER-FIL® Industries, Inc.
                                                                 407 Adams Street – P.O. Box 9
                                                                   Riverside, New Jersey 08075
                                                           Ph. 856-461-5700 Fax 856-461-0741


Thank you for your interest in the PER-FIL® Industries method of auger filling. PER-
FIL® Industries is committed to providing our customers with effective filling solutions
from simple single head manual auger fillers to complete integrated lines. We are
pleased to propose the following:

One (1) PER-FIL® Industries Model MF-SW Net Weigh Servo Driven MICRO-
FILLER. The MF-SW is designed for safe, accurate and dust-free dispensing of
customer’s Fine Chemical products into designated containers.


Servo drive package complete with brushless motor and programmable motion

Variable speed gear motor for independent control of agitator
speed and mode.

12” diameter, 20 liter stainless steel hopper mounted with quick
disconnect hand knobs. Hopper is positioned with locating pins
for convenient removal and positive assembly.

NEMA 12 dusttight electrical enclosure securely mounted to the
frame of the filler. Enclosure includes PLC and touchscreen
operator interface for simple adjustment of all filler parameters
and allows operator to save settings as a “RECIPE.” Up to 100
recipes can be stored in the operator interface.

One set of auger tooling for accurate filling of customer’s
Progesterone and other non-Free Flowing products into
designated containers. Tooling complete with dust termination
for connection to customer supplied vacuum/dust collector.

One set of auger tooling for accurate filling of customer’s
Methocel and other Free Flowing products into designated containers. Tooling complete
with dust termination for connection to customer supplied vacuum/dust collector.

One set of agitators for maximum density control and product flow into the auger.

One free standing scale support platform complete with Mettler Toledo scale for fill-by-
weight operation. Two speed fill operation: approximately 90% of the fill is

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                                                                      PER-FIL® Industries, Inc.
                                                                  407 Adams Street – P.O. Box 9
                                                                    Riverside, New Jersey 08075
                                                            Ph. 856-461-5700 Fax 856-461-0741

accomplished at high speed and the remaining 10% at slow speed for optimum fill
accuracy control. Container centering device mounted to scale top. Draft Shield to
enclose scale.

Single cycle footswitch to actuate fill cycle.

316 stainless steel product contact parts including hopper, auger, funnel, agitators,
agitator hub, auger drive shaft and hopper cover.


  Quantity                  Description                    Price                  Total
       1                     MF-SW                            29945.00           $ 29,945.00
       1                  Crating Charge                        250.00                250.00
              TOTAL FOB RIVERSIDE, NJ                                          $ 30,195.00

   * EXCLUSIONS – Any applicable taxes, fees, duties, surcharges, tariffs, freight
   charges, insurance charges, etc., associated with the export, import or shipping of
   equipment, individual or bulk samples.


                                                                                  $ 1,516.00
                  Additional set(s) of auger tooling for accurate                  - 2.995.00
                  powder dispensing.                                                      /set

                  Fill head height adjustment, 8.0” total travel                  $    975.00

                  One (1) hopper extension for convenient product
                  loading and increased storage capacity. 316
                                                                                   $ 3,685.00
                  stainless steel construction with removable lid; 20-
                  liter capacity

                  Hopper level control for controlling customer’s bulk
                                                                                 $     870.00
                  feeding system

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                                                                        PER-FIL® Industries, Inc.
                                                                    407 Adams Street – P.O. Box 9
                                                                      Riverside, New Jersey 08075
                                                              Ph. 856-461-5700 Fax 856-461-0741


Terms of Payment

50% with order
40% at check-out prior to shipment
Balance net 30 days from date of shipment

FOB Factory, Riverside, New Jersey

Lead Time

Current lead time is 6-8 weeks. Lead time starts with receipt of Purchase Order, Down
Payment and Finalization of engineering and test details.

Test Product

Approximately 5 kg of each product and 5-10 containers for its respective product are to
be provided by the buyer prior to the start of engineering and fabrication. Any delay in
receipt of test product and containers may delay shipping schedule.

Validity & Proposal Acceptance

This proposal is preliminary and is contingent on receipt and evaluation of actual
product and containers. The proposal is valid for a period of sixty (60) days from this
date. Prices are subject to change without prior notice. Please request verification of
prices if this proposal is more than 60 days old.

Respectfully Submitted,                            Accepted By:
PER-FIL® Industries, Inc.

                                                   Name (signature)

       Shari Becker
       President                                   Customer PO#

All sales, agreements for sale, offers to sell, proposals, acknowledgements and contracts of
sale including but not limited to purchase orders, installment sale contracts, leases and
subsequent purchases of change parts or spare parts for the item of sale (herein IOS) shall be

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                                                                           PER-FIL® Industries, Inc.
                                                                       407 Adams Street – P.O. Box 9
                                                                         Riverside, New Jersey 08075
                                                                 Ph. 856-461-5700 Fax 856-461-0741

subject to the following terms and conditions; in addition, the terms of installment sale contracts
and leases shall prevail when such terms conflict with the terms herein.
   All prices are subject to change without notice except those written proposals which shall
   expire without notice at midnight EST thirty (30) calendar days from date issued except such
   proposals can be terminated by prior written notice.
   Terms of payment are set forth herein. In the event machinery is the IOS and PER-FIL®
   cannot demonstrate that the machine performs according to specifications herein, PER-
   FIL® shall have the right to adjust the IOS so that the same shall perform to specifications.
   Purchaser shall, at PER-FIL®'s option, have the right to withhold ten (10%) percent of the
   purchase price without interest until such adjustments are completed. Any delinquent
   payment shall bear interest at the highest legal rate. If shipment is delayed by the
   Purchaser, or by anyone not a party hereto, payment shall become due on the date PER-
   FIL® is prepared to make shipment. If the work covered by the purchase is delayed by the
   Purchaser, payment shall be made forthwith based on the full purchase price or the
   percentage of completion to be determined at PER-FIL®'s option. If the purchaser defaults
   in any payment when due, then the full contract price shall become due and payable upon
   demand or PER-FIL® may, without prejudice to other lawful remedies, defer delivery or
   cancel the agreement and seek damages. Products held for the Purchaser shall be at the
   risk and expense of the Purchaser. If the financial condition of the Purchaser at any time
   does not, in the judgment of PER-FIL®, justify continuance of the work to be performed,
   PER-FIL® may require full or partial payment in advance, and in the event of bankruptcy or
   insolvency of the Purchaser, or in the event any proceeding is brought by or against the
   Purchaser under the bankruptcy laws, PER-FIL® shall be entitled to cancel any agreement
   then outstanding and PER-FIL® shall receive reimbursement for its damages.
   No order, sale, agreement for sale, accepted proposal, offer to sell and/or contract of sale
   shall be binding upon PER-FIL® unless accepted by an Officer of PER-FIL® or PER-FIL®'s
   standard "Order Acknowledgement" form.
   Any Taxes, including but not limited to turnover taxes, duties, fees, or other specific
   assessments which may be levied against the IOS shall be extra and borne by Purchaser. If
   PER-FIL® is required to pay any of the above, Purchaser shall reimburse PER-FIL® upon
   notice, or furnish documents with the order which exempts such payment.
   No change of this agreement shall be binding without the written consent of all parties.
   Shipments are made F.O.B. PER-FIL®'s plant of manufacture.
   Orders acknowledge per paragraph 3 above are not cancelable by Purchaser.

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                                                                           PER-FIL® Industries, Inc.
                                                                       407 Adams Street – P.O. Box 9
                                                                         Riverside, New Jersey 08075
                                                                 Ph. 856-461-5700 Fax 856-461-0741

   Stenographical and clerical errors are subject to correction.
   Shipping dates submitted are approximate. PER-FIL® will use its best efforts to met the
   approximated shipping date provided the Purchaser supplies all necessary information, but
   PER-FIL® shall not be held responsible for failure to do so. Shipping date is based upon
   construction to normal PER-FIL® standards (unless otherwise specified herein) and further
   dependent upon vendor's, and subcontractor's delivery commitments. Any delays due to
   Department of Defense priorities, shortage of labor and/or materials, may change the
   shipment date herein set forth. PER-FIL® shall be subject to no penalty or liability for failure
   to meet a shipping date and shall in no event be held responsible for loss of profits,
   damages incurred by the Purchaser, its customers, or other consequential damages that
   may result therefrom.
    Purchaser shall furnish to point of manufacture at its expense sufficient product, sample
    packages, packaging materials, complete manufacturing data and other material necessary
    for full testing of IOS.
    PER-FIL® shall not be responsible for damage or loss in transit and all claims must be
    made by the Purchaser direct to the carrier. Claims for shortages or incorrect IOS must in
    writing within fifteen (15) days after receipt of the shipment by the Purchaser, and failure to
    give PER-FIL® written notice within that period shall be unqualified acceptance of the IOS
    and a waiver of all claims.
    (1) It is understood that the IOS may be altered by modifications as may be necessary to
    make it acceptable for the use intended and/or a particular application and therefore in any
    case where PER-FIL® so modifies the IOS the following provisions will apply:
       a.    PER-FIL® shall have the right to determine, in its sole discretion at any time,
       whether the IOS is to be thus modified to accommodate the use intended.
       b.      If PER-FIL®, in its sole discretion, so determines that such modifications fails to
       produce an acceptable IOS, or, such failure is brought to the attention of PER-FIL® in
       writing by the purchaser within the tine limited for rejection by this clause, then PER-
       FIL® may withdraw from this agreement by giving written notice to the purchaser and
       thereupon this agreement shall terminate and become a nullity except PER-FIL®'s
       obligation thereupon to repay the purchaser any payment made to PER-FIL® in respect
       thereof. PER-FIL® shall thereupon be under no further obligation to the purchaser in
       respect to this agreement.
               (1)    PER-FIL® shall, upon its election to terminate retain possession of the
               IOS or if requisite recover possession of the IOS (for which purpose the
               purchaser hereby licenses PER-FIL® to enter the purchaser's premises with

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                                                                          PER-FIL® Industries, Inc.
                                                                      407 Adams Street – P.O. Box 9
                                                                        Riverside, New Jersey 08075
                                                                Ph. 856-461-5700 Fax 856-461-0741

               such representatives and workmen as may be requisite to recover possession of
               and to take away any of said IOS).
       c.      It is expressly understood and agreed that the foregoing provisions of this clause
       are applicable even if circumstances arise in which the purchaser is entitled to terminate
       the agreement (1) by reason of a fundamental breach, or (2) other repudatory breach, or
       (3) by an event or events which would, in the absence of default on the part of PER-FIL®
       causing such events, frustrate the aim and intent of this contract. It is expressly agreed
       and declared that upon such termination PER-FIL® shall be under no liability other than
       that specified in the provisions of this clause and that the purchaser's rights and
       remedies and PER-FIL®'s obligations hereunder and restricted accordingly.

               (2)     The IOS will be deemed accepted under the terms and conditions of this
                       agreement if the purchaser fails to notify PER-FIL® in writing of its
               rejection of the IOS within sixty (60) days from the date of shipment or in the
               event the purchaser continues to use the IOS after rejecting it in writing.
    The Purchaser agrees to pay in behalf of PER-FIL® all the sums to which PER-FIL®
    becomes legally obligated to pay because of bodily injury or property damage cause by or
    resulting from the use or misuse if the IOS, including reasonable attorneys fees and legal
    expenses. The Purchaser agrees to indemnity and hold PER-FIL® harmless from all
    actions, claims, or demands by any person, firm or corporation arising out of or in any way
    connected with the IOS, its operation, use or misuse, or the design, construction or
    composition of any product made or handled by the IOS, including all such actions, claims,
    or demands based in whole or in part on the default or negligence of PER-FIL®.
    PER-FIL® agrees that it shall defend any suits that may be instituted by any party against
    Purchaser for any alleged infringement of any U.S. patent relating to the structure of the IOS
    as originally furnished, provided Purchaser shall have made all payments due and gives to
    PER-FIL® immediate written notice of the institution of such suits, and permits PER-FIL®,
    through its counsel, to defend the same, and gives all needed information, assistance and
    authority to enable PER-FIL® to do so. PER-FIL®'s obligation to meet the expenses of
    defending such suit and for payment of any award for infringement is expressly limited to an
    amount no greater that the purchase price of the IOS. Subject to the foregoing and in case
    of final award or damages in such suit, PER-FIL® at its option, may pay such award and
    remove said IOS and refund the purchase price so that PER-FIL®'s total liability shall not
    exceed the purchase of the IOS, In case the structure of the IOS in suit is held to infringe
    any U.S. patent and its use thereof is enjoined. PER-FIL® may at its option: (A) Obtain for
    the Purchaser the right to continue using the IOS, or (B) Replace the same with non-
    infringing equipment, or (C) Modify the IOS so that it is non-infringing, or (D) Remove the
    IOS and refund the purchase price reduced by a factor of use allowance of twenty (20%)
    percent per year. Because PER-FIL® cannot know or control the use or nature and
    character or product produced on the IOS, PER-FIL® assumes no responsibility for any
    damages or expenses which may be incurred in the defense of infringement actions brought
    by third parties against the Purchaser and/or his customers for infringement of patent claim

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                                                                           PER-FIL® Industries, Inc.
                                                                       407 Adams Street – P.O. Box 9
                                                                         Riverside, New Jersey 08075
                                                                 Ph. 856-461-5700 Fax 856-461-0741

   directed to: (1) the package manufacturers by the IOS, (2) the design and construction of
   the products handled by the IOS, and (3) the method or process carried out on the IOS.
   Purchaser shall indemnify and hold PER-FIL® harmless with respect to all infringement
   actions brought by third parties against PER-FIL® for infringement of patent claims relating
   to (1) the package manufacturers by the IOS, (2) the design and construction of the
   products handled by the IOS, and (3) the method or process carried out on the IOS,
   including, but not limited to, all infringement actions against PER-FIL® for patent
   infringement or as a contributory infringer.
    Purchaser recognizes that the IOS has been designed and build through expenditure of
    substantial time and money by PER-FIL®, and Purchaser agrees not to make drawings of
    the IOS of any portions thereof, or permit others to do so, and will not duplicate or conspire
    in the duplications of the IOS.
    PER-FIL® shall not be liable for any actual or consequential damages resulting to the
    Purchaser by reason of this sale.
    If national or local laws, regulations, orders, etc or unusual climate conditions require
    modification of the IOS not within the PER-FIL® standard specifications, the Purchaser shall
    specify in detail and pay for such modifications according to PER-FIL®'s normal pricing
    policy in addition to the purchase price stated. If such modifications after the performance or
    prevent the IOS from performing according to specifications, PER-FIL® shall not be liable
    therefore and shall not be required to meet these specifications to the extend the
    performance may be adversely affected.
    The item of sale will be deemed acceptable under the terms and conditions of this contract if
    the Purchaser has not given written notifications to PER-FIL® to the contrary within sixty
    (60) days from the date of shipment or in the event the Purchaser continues to use the IOS.
    This document constitutes the entire agreement between the Purchaser and PER-FIL® for
    the IOS and is not an acceptance of Purchaser's purchase order or subject to the
    Purchaser's delivery order, and inures only to the benefit of the Purchaser. If the Purchaser
    allows the IOS to be used by any other party, then the Purchaser agrees to indemnity and
    hold PER-FIL® harmless from any and all claims, actions or demands whatsoever arising
    thereafter by reason of the use or misuse of the IOS.

    PER-FIL® agrees to comply with the provisions of Section 202 of the President's Executive
    Order 11246 and any amendments thereto and the Rules and Regulations issued pursuant
    to Section 201 thereof, and PER-FIL® warrants that it will comply with such Executive Order
    and Rules and Regulations to the extent the same are applicable to the manufacture of the

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                                                                         PER-FIL® Industries, Inc.
                                                                     407 Adams Street – P.O. Box 9
                                                                       Riverside, New Jersey 08075
                                                               Ph. 856-461-5700 Fax 856-461-0741



PER-FIL® warrants that the Item of Sale (hereinafter referred to as IOS) will be constructed in
accordance with normal PER-FIL® methods of manufacture and attached specifications. The IOS is
warranted to be free from defects in material and workmanship for a period of six (6) months from the
date of shipment, and PER-FIL® agrees to replace, free of charge, any part or parts which fail, through
defect in material or workmanship, within such period. All equipment a part of the IOS but not
manufactured by PER-FIL® is limited in warranty and guarantee to the warranty and/or guarantee of
the manufacturer and expires upon the expiration of such warranty. If the PURCHASER within the
warranty period gives option, repair or replace the same free of charge F.O.B. its manufacturing plant,
installation extra. Equipment replaced under the warranty shall have the same warranty as new
equipment, but does not extend the warranty of the original IOS. PURCHASER hold PER-FIL®
harmless from any action arising by reason of the allege design and construction of the products
handled by the IOS or the method or process carried our thereon. No warranty is made with respect to:
(A) Failures not reported to PER-FIL® within the warranty period, (B) Failures or damage due
to misapplication, lack of proper maintenance, abuse, improper installation or abnormal
conditions of temperature, moisture, dirt, or corrosive matter, etc., (C) Failures due to
operation, either intentional or otherwise, above the rated capacities or in any otherwise
improper manner, (D) Any IOS damaged without fault to PER-FIL® shall not be liable for any
expenses incurred by the PURCHASER in an attempt to correct any allegedly defective IOS.

PER-FIL® shall not be liable for any losses, costs, forfeitures and all other consequential damages
(including loss of profits, liabilities of the PURCHASER to its customers or third persons) whether
direct or indirect, and whether or not resulting from or contributed to by the default or negligence of
PER-FIL®, its agents, employees, and subcontractors, which might be claimed as the result of the user

It is understood that PER-FIL® has no special knowledge of the PURCHASER's operation or
requirements and PURCHASER agrees that the IOS is purchased because of the independent
determination by the PURCHASER of its suitability for intended use.

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