1. Equipment

These Terms and Conditions apply to any and all purchases by Buyer of "AS IS" Used Equipment. "AS IS" denotes that the seller is selling, and the buyer is buying, an item in whatever condition it presently exists, and that the buyer is accepting the item "with all faults", whether or not immediately apparent. Such Equipment is identified on invoices issued by Xerox Merchant Channel Operations ("MCO") to Buyer from time to time as "Equipment". MCO makes no commitment to sell, and Buyer makes no commitment to purchase any Equipment except as confirmed in such MCO invoices.

2. Payment

Payment shall be made within five (5) business days of the date of the invoice. Prices do not include taxes. Buyer shall be responsible for any and all applicable Taxes, which will be included in Xerox's invoice unless Buyer provides proof of tax-exempt status. "Taxes" shall mean any tax, assessment, or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on any Order hereunder or the amounts payable to MCO by Buyer for the billing of Offerings of any kind. Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding any taxes on Xerox's net income. If a taxing authority determines MCO did not collect all applicable Taxes, Buyer shall remain liable to MCO for such additional Taxes. All sales are final. MCO will accept guaranteed payment of invoice by, credit card from American Express, MasterCard or Visa, wire transfer, cashier check or money orders. See attached Payment Instructions for forwarding information.

3. Storage

Upon notification to MCO at time of payment for Equipment, Buyer may request Equipment storage at MCO's Middletown, Ohio warehouse at a fee of one hundred dollars ($100.00) per unit per calendar day, including weekends and holidays. Buyer shall notify MCO not less than seventy-two (72) hours prior to the date on which Buyer will pick up Equipment. If Buyer picks up Equipment within thirty (30) days of MCO's receipt of Buyer's payment for Equipment, storage fees will be waived. If upon receipt of such notification the Equipment has been in storage for more than thirty (30) days, MCO will invoice Buyer for the storage days in excess of thirty (30) days, and Buyer shall pay such invoice by credit card from American Express, MasterCard or Visa within two (2) business days. Buyer will not be permitted to pick up Equipment until any payment due to MCO is received by MCO. Failure by Buyer to pick up Equipment within five (5) calendar days of the pick up notification shall subject Buyer to a restocking fee of one hundred dollars ($100.00) per unit of Equipment.

4. Delivery

Upon receipt of payment, orders will be sent to MCO's warehouse for processing. Buyer has five (5) business days from the date of MCO's Release Notice to pick up Equipment, Ex Works, MCO's Warehouse in Middletown, Ohio. Upon Buyer's failure to pick up Equipment within the five (5) day period following receipt of MCO's notification of its availability, Buyer shall be liable to MCO for a one hundred dollars ($100.00) restocking fee per unit of Equipment. In the event that a restocking fee is applied by MCO, the Buyer has the option, to pick up the Equipment after payment of the restocking fee or, accept a refund for the Equipment less the restocking fee. Unless otherwise agreed by the parties, Buyer shall select the carrier and arrange and pay all transportation costs. Buyer will contact the warehouse no later than 72 hours before pickup to coordinate pickup time and date. In the event that a Xerox unit is sold, ownership of all hardware – as opposed to software, which shall at all times remain the property of Xerox/its licensors ("Licensed Software"), transfers to the Buyer when the equipment crosses Xerox dock. If Buyer elects to have MCO arrange for transportation, transfer of ownership occurs when the equipment is delivered to the Buyer's premises.

5. Limited Warranty and Disclaimer

EQUIPMENT AND LICENSED SOFTWARE ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF PERFORMANCE IN AN ERROR-FREE OR UNINTERRUPTED MANNER; THE SAFETY OR FUNCTIONALITY OF THE EQUIPMENT/LICENSED SOFTWARE; ITS BUILD STATUS AS USED, REMANUFACTURED, REFURBISHED OR NEW; OR ITS CONFORMANCE TO STANDARDS OF UNDERWRITERS LABORATORY, FCC APPROVAL, OR OTHERS.

LICENSED SOFTWARE AND/OR DIAGNOSTIC SOFTWARE MAY CONTAIN COMPUTER CODE CAPABLE OF AUTOMATICALLY DISABLING PROPER OPERATION OF LICENSED SOFTWARE AND/OR EQUIPMENT IF APPLICABLE LICENSE FEES ARE NOT REMITTED TO XEROX/ITS LICENSORS.

BUYER ACKNOWLEDGES THAT EQUIPMENT AND/OR LICENSED SOFTWARE MAY INCUR OPERATING DIFFICULTIES BEYOND ITS EXPECTATIONS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR INSTALLING EQUIPMENT AND MAKING IT OPERABLE.

MCO MAKES NO CLAIMS, PROMISES OR GUARANTEES ABOUT THE COMPLETENESS, PERFORMANCE OR ADEQUACY OF EQUIPMENT OR LICENSED SOFTWARE FOR ANY PURPOSE AND DISCLAIMS ANY AND ALL LIABILITY CONCERNING THE RESULTS AND CONSEQUENCES OF THE USE OR PERFORMANCE OF, OR RELIANCE ON SAME, INCLUDING WITHOUT LIMITATION DAMAGE TO OR DEFICIENCIES IN PERFORMANCE OF OTHER HARDWARE OR SOFTWARE PRODUCTS. BUYER'S USE OF OR RELIANCE ON EQUIPMENT AND LICENSED SOFTWARE IN ANY MANNER IS VOLUNTARY, AT BUYER'S SOLE RISK, AND SHOULD ONLY BE UNDERTAKEN FOLLOWING BUYER'S INDEPENDENT ASSESSMENT OF SAME FOR BUYER'S PURPOSES.

MCO DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND OF FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability

IN NO EVENT SHALL MCO BE LIABLE (A) FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, OR PROFIT) BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORTIOUS CONDUCT INCLUDING NEGLIGENCE, WARRANTY, OR ANY OTHER THEORY) ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) FOR DIRECT DAMAGES IN EXCESS OF THE PURCHASE PRICE PAID BY BUYER FOR THE UNIT OF EQUIPMENT OUT OF WHICH ANY CLAIM MAY ARISE.

BUYER AND NOT MCO, IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL STATE, FEDERAL AND INTERNATIONAL ENVIRONMENTAL AND IMPORT/EXPORT LAWS, REGULATIONS AND REQUIREMENTS AND RELEVANT EXPORT CONTROL STATUTES.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE INTEGRAL TO THE VALUE OF THE ASSETS PURCHASED AND PAID FOR UNDER THIS AGREEMENT AND ARE MATERIAL TERMS OF THIS AGREEMENT.

7. Indemnification

Buyer shall indemnify, defend and save MCO harmless from and against all claims (together with reasonable attorneys' fees incurred in connection with the foregoing), including but not limited to environmental and environmentally related claims arising in favor of any person, firm or corporation on account of personal injury (including death), property damage or environmental response activities, infringement resulting from or caused by Customer's misuse or unauthorized modification of MCO or third party systems or product, use of products, services or data streams not provided by MCO if such combination forms the basis of such claim, in any way or manner arising out of or related to performance hereunder.

MCO reserves the right to take all appropriate legal responses to protect its Intellectual Property if any Xerox designed software (Operating, Diagnostic and or Application Software) is used by a new user who is not registered or licensed by Xerox to do so.

8. Software

a. SOFTWARE LICENSE. The following terms apply to copyrighted software and the accompanying documentation, including, but not limited to, operating system Software, provided with or within the Equipment acquired hereunder ("Base Software") as well as Software specifically set out as "Application Software." This license does not apply to any Software made subject to a separate license agreement including, but not limited to any operating system software for Third Party Hardware.

i. Xerox grants Customer an exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered.

For Application Software, XEROX WILL NOT grant Customer any license to use this software. ALL Application Software packages must be licensed directly from Xerox at the then current price of said Application Software programs.

Customer has no other rights to the Base or Application Software and, in particular, may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same. Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of the software and limitation of liability provisions). Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if such license is terminated or expires.

ii. Xerox may terminate Customer's license for any Software (1) immediately if Customer no longer uses or possesses the Equipment. The license shall terminate automatically upon purposeful and continued use, reproduction or transfer of the Software other than as permitted herein.

iii. If Customer transfers possession of the Equipment after Customer obtains title to

it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights.

iv. Customer may not: Use the Software on more than one machine at any one time; Export or re-export, directly or indirectly, the Software, any associated documentation, or the direct product thereof, to any country to which such export or re-export is restricted by law or regulation of the United States or any foreign government having jurisdiction without obtaining any required U.S. and other government license, authorization or approval.

v. THIRD PARTY SOFTWARE. Third Party Software is subject to license and support terms provided by the vendor therefor.

vi. Upon termination by either party, Customer shall return to Xerox, or destroy, the Software and all associated documentation, together with all copies in any form.

vii. The license agreement will be governed by the laws in force in the State of New York excluding the application of its conflict of law rules. This license agreement will not be governed by the United Nations Convention on contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this license agreement is found void and unenforceable, it will not affect the validity of the balance of this license agreement, which shall remain valid and enforceable according to its terms.

9. General

a. MCO shall not be responsible for failure of performance of these Terms and Conditions due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, acts of God, and similar occurrences.

b. These Terms and Conditions shall be interpreted in accordance with the substantive laws of New York State without regard to its, conflict of laws, principles.

c. Upon request of MCO, Customer shall provide MCO with written certification of Customer's compliance with these terms and conditions.

d. A judicial determination that any provision of these Terms and Conditions is invalid in whole or in part shall not affect the enforceability of any other provisions.

Buyer Acknowledgement

By:_____________________________________________
Address/Street:___________________________________
City:____________________________________________
State/Zip Code:___________________________________
Date:___________________________________________