DROP SHIPMENT AGREEMENT TO INTERNET AGREEMENT

DROPSHIP ON RETAILER'S BEHALF

This Agreement sets terms and conditions under which BUFOLO INC. (“Bufolo”) will provide order fulfillment services for Retailer for the products listed on bufolo.com and Bufolo Product catalog in connection with the Internet Agreement (“Agreement”) between Bufolo and the Retailer for Products and the Website authorized by the Agreement. The parties agree as follows:

• IDENTIFYING NUMBER. Bufolo will issue to Retailer a unique internet order fulfillment accounts receivable number (“Identifier”). Under the Identifier, Retailer will submit and Bufolo will invoice only those orders for Products to be shipped by the terms of this Agreement.

• ORDERS. Retailer will promptly transmit to Bufolo all orders for Products received by Retailer. Orders will be transmitted by Retailer to Bufolo through our Direct site or other electronic data interface as established and approved by Bufolo or by other method of communication acceptable to Bufolo. Each Product order will contain at a minimum (i) the customer’s name and shipping address (Bufolo will not accept a post office box number as a valid shipping address), (ii) product name and Bufolo stock number, (iii) the number of items ordered, (iv) the ordered size and color, and (v) Retailer’s Identifier. All orders are subject to acceptance by Bufolo and availability of inventory. As soon as reasonably practicable upon receipt of an order, Bufolo will electronically transmit an order confirmation in a format to be agreed between the parties which will constitute acceptance of the order, or will otherwise advise Retailer if Product is on backorder or unavailable. It will be the sole responsibility of Retailer to notify the customer if Product is delayed or unavailable.

• SHIPMENTS. After acceptance of an order and as soon as commercially practicable, Bufolo will ship the ordered Products to the customer at the shipping address stated in the order. Bufolo will endeavor to ship ordered products within three to five business days of accepting and confirming the order. Bufolo will accept and attempt to meet requests for expedited delivery. In no case will Bufolo be liable for any direct or indirect, incidental, special or punitive damages with regard to the expedited request for the delivery of Products. All Products will be shipped at Retailer’s expense. All shipping expenses will be billed directly by the carrier to Retailer or, if Retailer provides Bufolo with the appropriate authorization and information, charged to Retailer’s account with the carrier. Bufolo will not pay for, or advance to Retailer, shipping expenses. All shipments are subject to the standard limitations on loss or liability imposed by the carrier, and Bufolo will not be responsible for any loss or damage exceeding those standard limitations. Bufolo will include with each order a return policy statement and such other packaging slips as reasonably requested and supplied by Retailer. Drop shipments for internet retailers are FOB shipping point.

• PRICE. The prices of Products will be those stated in the invoice issued by Bufolo to Retailer. Retailer may not use or apply credits or discounts and Bufolo will not reduce the price for any reason including without limitation prompt payment. Prices are subject to change without notice. Price quotes are exclusive of all taxes and charges of any kind, including without limitation applicable sales, excise, use, and property taxes. Standard order charges will apply as established by Bufolo and stated in each invoice. Bufolo will add all taxes and charges to the invoice and Retailer agrees to pay all applicable taxes or charges levied by any tax authority, excluding any taxes based on Bufolo’s income.

• PAYMENT. Full payment for all Products shipped pursuant to this Agreement will be due in accordance with terms and payment procedures stated in the invoice issued by Bufolo to Retailer. All payments will be made in U.S. Dollars. Retailer is not permitted to reduce the amount of payment and Bufolo will not accept as a reduction any claim for credits and/or chargebacks. Any credit or chargeback must be submitted to Bufolo on a separate invoice. Any such credit or chargeback will not be accepted by a credit to the invoice issued by Bufolo. Bufolo will invoice daily. No discount terms for early cash payments will apply. Invoices not fully paid by the specified payment date are deemed overdue, and unpaid balances will accrue interest at the rate of two percent (2%) above the prime rate published by Bank One or at the highest rate permitted by law, if lower. Bufolo will be entitled to suspend performance of any order or obligation to Retailer until the Retailer’s account is current. If at any time Bufolo determines that Retailer’s financial condition, payment practices or credit rating does not justify shipment pursuant to this Agreement, Bufolo is not required to ship any Products. Retailer will reimburse Bufolo for all expenses, including actual attorneys’ fees, incurred in collection of any delinquent account or enforcing its rights under this Agreement.

• INVOICING CUSTOMER. Retailer will be solely responsible for invoicing customers and for collecting payments, including without limitation any transaction involving a credit card, and any sales or similar taxes due from customers. Retailer will be responsible for all shipping expenses of Products that were refused by customers.

• RETURNS. Bufolo will not accept any Returned Products from customers; all customer returns will be made directly to Retailer. Customers will be entitled to return and Retailer must accept any undamaged and unworn Products for replacement or refund. Returned Products will only be accepted by Bufolo if, prior to shipment of any Returned Products, Retailer obtains a Return Authorization Number (“RA#”) from Bufolo. Retailer will not be granted a RA# for less than a full pallet or more than once monthly. Retailer will clearly label packaging of each returned Product with the relevant RA#. Any returned Products that are worn, damaged or sent for return by the customer more than three business days after receipt by customer may be refused by Bufolo or, at Retailer’s request, will be replaced by Bufolo at Retailer’s expense. All returned products will be subject to applicable charges as such charges are established by Bufolo from time to time. The current per unit return charge is $4.00 and is subject to change upon notice. All shipping costs associated with returned Products will be at Retailer’s expense and will be invoiced by Bufolo to Retailer. If repackaging is required, a $2.50 per unit charge will be assessed.

• COOPERATION. Bufolo and Retailer agree to reasonably cooperate together to verify delivery of Products, track any lost shipments and file appropriate claims against the carrier with respect to any lost or damaged shipments.

• EFFECT OF Agreement. This Agreement is incorporated as part of and amends the Agreement. The terms of this Agreement shall govern to the extent inconsistent with terms of the Agreement and except as specifically amended by this Agreement, the terms and conditions of the Agreement remain in full force and effect. Bufolo’s Standard Terms and Conditions of Sale are incorporated by reference and made a part of this Agreement to the extent that they are not inconsistent with terms and conditions of this Agreement.

• TERM. This Agreement is co-terminus with the Agreement and will terminate or expire at the same time of the Agreement. In addition, either party may terminate this Agreement, either in whole or with respect to any of the Bufolo brands indicated above, for any reason by providing fourteen days’ notice to the other party.