International Sale Contract

SALES AGREEMENT

This SALES AGREEMENT (this “ Agreement ”) is made as of 31 October, 2008, by and among Rogers Induflex NV (which will be renamed “Induflex NV” shortly after the acquisition of its shares as of the date hereof, as described below), a Belgian company registered with the Crossroads Bank of Enterprises under enterprise number 0427693784 (" Induflex "), Rogers BVBA, a Belgian company having its registered office at Afrikalaan 188, 9000 Ghent and registered with the Crossroads Bank of Enterprises under enterprise number 0406.657.553, and formerly known as Rogers NV (“ Rogers BVBA ”), and Rogers Corporation, a Massachusetts corporation (“ Rogers ”).  Each of Induflex, Rogers BVBA and Rogers may be referred to herein, individually, as a “ Party ” and, collectively, as the “ Parties ”.

WHEREAS , Induflex Holding NV, a Belgian company registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569 and Rogers are parties to that certain Stock Purchase Agreement, of even date herewith (the “ Stock Purchase Agreement ”), pursuant to which Induflex Holding NV is purchasing all of the issued and outstanding shares of capital stock of Induflex held by Rogers; and

WHEREAS , the parties desire to set forth in this Agreement the terms and conditions upon which Induflex will agree to continue to sell busbar insulation products (the “ Products ”) to Rogers BVBA and Rogers after the Closing Date.

NOW, THEREFORE , in consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties agree as follows

The following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

All other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

2.1     Sales Of Products .  Induflex agrees that, subject to the terms and conditions of this Agreement, from and after the Closing Date, Rogers BVBA and Rogers, and any Affiliate of either of them, shall be permitted to purchase the Products on a non-exclusive basis from Induflex in the manner set forth herein; provided, that nothing set forth herein shall result in a commitment by Roger BVBA, Rogers or any such Affiliate to purchase the Products hereunder or to establish any minimum purchase requirements.   Induflex shall use its best efforts to assure the availability of the Products for the Term, at supply levels consistent with those as of the Closing Date.

2.2     Purchase Orders .  For each specified quantity of the Products, Rogers BVBA and Rogers, as applicable (each, an “ Ordering Party ”) shall deliver to Induflex a purchase order.  Whether or not expressly referenced in such purchase order, all sales of Product from Induflex hereunder shall be subject to Rogers’ Belgian Terms and Conditions of Purchase, set forth as Exhibit A and/or Exhibit B hereto, unless otherwise agreed in writing by the Parties, or unless otherwise expressly set forth in this Agreement.  The provisions of said Exhibit A and/or Exhibit B shall be incorporated into this Agreement as though expressly set forth herein.

The Ordering Party shall reference this Agreement on each purchase order, and shall specify the following information: (a) the purchase order number, (b) quantity of Products desired, (c) the locations to which the Products are to be delivered, (e) whether delivery of the Products will be made in one shipment or in installments, and (d) the dates for delivery for the one shipment or each installment.  No terms or conditions included in any purchase order, acknowledgement or other transmittal, whether on a standard business form or otherwise utilized by an Ordering Party or Induflex in connection with the sale of the Products, which are in conflict with any provision of this Agreement, Exhibit A or Exhibit B hereto shall be valid; nor shall any such terms or conditions shall be construed or deemed to be an amendment of or supplement to this Agreement or otherwise binding on such Ordering Party or Induflex.  Within ten (10) business days of receipt of any purchase order, Induflex shall confirm acceptance of the purchase order, unless either (a) a term of the purchase order, not provided in this Agreement or in Exhibit A hereto, is not reasonably acceptable to Induflex, in which case, within such time period, Induflex shall notify the Ordering Party of the reason therefor, and, if possible, shall offer to accept the purchase order without that term; or (b) Induflex has insufficient quantities of the Products available, in which case Induflex shall provide a notice to the Ordering Party within such time period stating same and modifying the purchase order to reflect the quantity which Induflex can provide. In the event that Induflex fails to either accept or reject (to the extent permitted herein) any purchase order within said ten (10) days, the purchase order shall be deemed accepted.

2.3            Consignment Stock .  Induflex shall provide Products to Rogers BVBA on a consignment basis, when and as ordered by Rogers BVBA on such basis in accordance with the provisions hereof. Rogers BVBA shall submit reports to Induflex, at least twice each month, indicating in reasonable detail the Products consumed or sold during the most recently concluded semi-monthly period, along with a purchase order for such Products. Induflex shall issue an invoice to Rogers BVBA for the Products described in such purchase order, with payment therefor due net thirty (30) days from the date of such invoice; provided, that Induflex may, at its option, deliver an invoice to Rogers BVBA for any Products consigned pursuant to this Section 2.3 that remain unused or unsold for more than three (3) months from the date of delivery.  Rogers BVBA shall keep such books and records as it deems reasonably necessary to record the consumption and sale of any consigned Products, which books and records shall be made available to Induflex for inspection in the premises of Rogers BVBA upon reasonable request.

2.4     Specifications .  All Products supplied hereunder shall be manufactured by Induflex in conformance with applicable specifications currently utilized by the Company, or as otherwise agreed to by the Parties and annexed as a schedule hereto, such specifications to set forth, at a minimum, the manufacturing and testing procedures and acceptance criteria for the Products (the “ Specifications ”).  The Specifications shall not thereafter be modified without the mutual agreement of the parties to such order.

3.1  Payment Terms .  Payment for the Products shall be made in Euros or dollars, as specified in the applicable purchase order, net seventy-five (75) days from receipt of an invoice for the Products described therein (other than consignment sales described in Section 2.3 hereof, which shall be paid net thirty (30) days therefrom), by wire transfer of immediately available funds to a bank account designated in writing by Induflex, unless otherwise agreed.

3.2  Competitive Pricing .

The selling price for all Products sold by Induflex to Rogers hereunder shall be no higher than any sale made by Induflex within the three (3) months immediately preceding such sale, to any other customer of the Products in similar or lesser quantities. Notwithstanding the preceding sentence, however, Induflex shall not be required to make available to Rogers special prices occasionally granted to customer under extenuating circumstances, such as, for example, commercial gestures to attract a new customer or to remedy a dispute or problem (such as late delivery or broken promises) with existing customers.

Induflex acknowledges that the prices currently paid by Rogers and Rogers BVBA for Products are as set forth on Exhibit B hereto. Induflex agrees not to increase, and shall not be required to decrease, the price for any of the Products during the term hereof unless the average price for all raw materials used in that Product during a fiscal quarter (the “Price Change Quarter”), expressed as a percentage of the average purchase price then in effect for that Product during the Price Change Quarter, has increased or decreased from its level immediately prior to the commencement of the Price Change Quarter by seven percent (7%) or more. If it has so increased or decreased, then Induflex shall notify Rogers and Rogers BVBA of that fact within ten (10) days after the end of the Price Change Quarter. The new Product price shall be the price which is sufficient to bring the raw materials percentage described above fully back up, or back down, to its level prior to the Price Change Quarter began. The price change for such Product shall commence at the beginning of the second fiscal quarter after the end of the Price Change Quarter (so, for example, if the Price Change Quarter ends on March 31 of a year, the price increase or decrease shall be effective beginning July 1 ^st of that year).  During the three months preceding the last quarter of the fifth year of the term of this agreement, both parties will convene and assess whether general economic or other changes in circumstances justify continuation of this arrangement. Unless the parties otherwise agree at that meeting, this Section 3.2 shall be of no further force and effect after the expiration of five (5) years from the commencement of this agreement.

4.1   Term . The term of this Agreement (the “ Term ”) shall commence on the date hereof and shall continue for fifteen (15) years thereafter, unless and until terminated in accordance with Section 4.2.  The Parties, by mutual agreement, may extend the Term.  As used herein, “Term” shall refer both to the initial Term and any extension thereof.

4.2  Termination .

4.3  Survival . Expiration or termination of this Agreement for any reason shall not relieve any Party for a breach of this Agreement occurring prior to such expiration or termination.  Any warranties,  indemnities and other provisions in this Agreement or in Exhibit A hereto shall survive the termination or expiration of this Agreement with respect to Products delivered or ordered prior to such termination.

5.1    Representations and Warranties of each Party .  Each Party hereby represents and warrants that (a) it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly executed and delivered and represents a legal and valid obligation, binding upon and enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law, (c) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (d) the execution of this Agreement by each Party, and its performance by such Party in accordance with its terms, does not and would not violate any law or regulation of any court, governmental body or administrative or other agency within the jurisdiction to which such Party is currently subject as of the date hereof, and (e) all necessary consent, approvals and authorizations of any governmental authorities and third parties required to be obtained by it in connection with this Agreement have been obtained. These are in addition to the various warranties set forth on Exhibit A hereto.

6.1  Confidentiality . A Party that receives (the " Receiving Party ") confidential information disclosed to it by another Party (the " Disclosing Party ") shall keep confidential and not disclose to any third party any confidential information disclosed to it hereunder.  (For purposes hereof, “confidential information” shall mean only that information which is clearly labeled as such.) The Receiving Party shall use the same care and security measures that each uses to protect its own confidential information, but in any event the Receiving Party shall use no less than reasonable care in protecting the Disclosing Party's confidential information.  The obligation to keep the confidential information disclosed by the Disclosing Party strictly confidential shall survive the expiration or termination of this Agreement and shall continue in force until the confidential information has been generally disclosed to the public other than by a breach of this Agreement.

6.2  Permitted Disclosure . To the extent that the Disclosing Party discloses any confidential information to the Receiving Party, the Receiving Party may disclose the confidential information only to those of its respective employees, agents and contractors who need to know such confidential information for purposes of this Agreement and who have executed a confidentiality agreement with the Receiving Party with obligations of confidentiality and nonuse that are no less stringent that those in this Agreement.

6.3  Limitation on Use .  The Receiving Party shall not use any of the Disclosing Party's confidential information and shall ensure that its respective employees and contractors will not use any of the Disclosing Party's confidential information disclosed to it hereunder for any purpose other than in accordance with this Agreement and will not reverse engineer any such confidential information.  All rights, title and ownership in and to all confidential information disclosed by any Disclosing Party hereunder, including discoveries or inventions based upon or derived from such confidential information,  shall remain in the Disclosing Party.

Each Party agrees to promptly disclose to a Disclosing Party any discoveries or inventions principally based upon or principally derived from such Disclosing Party’s confidential information and further agrees to assign (and does hereby assign) to such Disclosing Party, the sole and exclusive ownership in all such discoveries and inventions and to sign all documents and do all things reasonably necessary to give effect thereto.  Notwithstanding the preceding sentence: (a) if such discoveries or inventions relate primarily to “Laminates” (as that term is defined in the Non-Competition Agreement between Induflex Holding NV and Rogers of even date herewith), then such discoveries or inventions shall remain the sole and exclusive property of Induflex, even if based upon confidential information from Rogers; and (b) if such discoveries or inventions relate primarily to busbars, then such discoveries or inventions shall remain the sole and exclusive property of Rogers, even if based upon confidential information from Induflex.

6.4   Exclusions .   Confidential information shall not include information that: (a) at the time of its disclosure is available to the public; (b) after disclosure becomes available to the public through no fault of the Receiving Party; (c) the Receiving Party can show, through adequate written documentation, was received by it from a third party without breach of an obligation of confidentiality; or (d) the Receiving Party can show, through adequate written documentation, was independently developed without use or reference to any  of the Disclosing Party’s confidential information.

6.5  Duties Upon Expiration or Termination . Upon the written request by the Disclosing Party and/or after expiration or termination of this Agreement, the Receiving Party shall either return all of the Disclosing Party's confidential information received by the Receiving Party or destroy the same, but in any event the Receiving Party shall make no further use of the Disclosing Party's confidential information.

6.6  Unauthorized Use .  In case any Receiving Party becomes aware or has knowledge of any unauthorized use or disclosure of confidential information, it shall promptly notify the Disclosing Party of such unauthorized use or disclosure and take any and all steps reasonably necessary to assist the Disclosing Party in attempting to minimize any potential or actual damages or losses resulting from such unauthorized use or disclosure.

6.7  Compelled Disclosure .  The Receiving Party may disclose the Disclosing Party's confidential information to the extent required to comply with, a court or administrative subpoena or order which appears to be lawful on its face, provided that the Receiving Party first uses its best efforts to obtain an order preserving the confidentiality of the information of the Disclosing Party and provided the Receiving Party gives the Disclosing Party timely notice of the contemplated disclosure to give the Disclosing Party an opportunity to intervene to preserve the confidentiality of the information.

Each Party acknowledges that it was represented by counsel in connection with the negotiation, preparation and execution of this Agreement, is fully competent to execute this Agreement, understands its terms and provisions, and is