Transformador Eaton V48M28T4516

This Liability Release form (this ?Agreement?) is entered into as of , between Active Media Services, Inc. (?Seller?) and (the ?Purchaser? and together with the Seller, each a ?Party? and collectively the ?Parties?).

Premises

A. Seller owns the equipment listed in Schedule A hereto (the ?Equipment?), which Equipment is currently located at (the "Facility).

B. Pursuant to order No. TBD (the ?Order?) being entered into concurrently herewith by Seller and Purchaser, the Purchaser is purchasing from the Seller, and the Seller is selling to the Purchaser, the Equipment.

C. The execution of this Agreement by the Parties is a material condition precedent to Seller entering into the Order and selling the Equipment to Purchaser.

NOW THEREFORE, in consideration of the above Premise (which are incorporated herein), mutual promises set forth herein, and for other good and valuable consideration, the Parties agree as follows:

ARTICLE 1. No Other Representations or Warranties; Limitation on Liability; Indemnity

1.1 THE EQUIPMENT IS TRANSFERRED ?AS IS, WHERE IS?. THE SELLER MAKES NO WARRANTIES OR REPRESENTATIONS (OTHER THAN AS EXPRESSLY STATED HEREIN) WITH RESPECT TO THE EQUIPMENT, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.) ANY DESCRIPTION OF THE EQUIPMENT CONTAINED IN ANY DOCUMENT RELATING TO THIS SALE IS FOR REFERENCE PURPOSES ONLY AND IS NOT INTENDED TO BE CONSTRUED AS A REPRESENTATION OR WARRANTY RELATING TO CONDITION OR COMPLETENESS AND, WITHOUT LIMITATION TO THE FOREGOING, THE SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION WARRANTY RELATING TO THE CONDITION OR COMPLETENESS OF THE EQUIPMENT.

1.2 THE PURCHASER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SELLER DOES NOT REPRESENT OR WARRANT THAT THE EQUIPMENT IS FREE OF CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT BY ANY THIRD PARTY. THE SELLER HEREBY DISCLAIMS ANY SUCH WARRANTY OR INDEMNIFICATION AGAINST INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING, BUT NOT LIMITED TO, PATENT, TRADEMARK, COPYRIGHT, OR TRADE SECRET INFRINGEMENT.

1.3 The Purchaser agrees that the Seller has provided the Purchaser full and adequate opportunity to inspect the Equipment. The Purchaser is satisfied that, based upon its inspection, or voluntary failure to inspect, that it understands the condition and other characteristics of the Equipment and that the Equipment conforms in all respects to any description provided thereof.

1.4 To the fullest extent permitted by law, and except in the case of fraud, neither the Seller, its affiliates, suppliers, subcontractors, nor any employee or agent of any of them, shall be liable to the Purchaser in contract, tort (including, without limitation, negligence and strict liability), or otherwise for any loss of use of the Equipment, or for any property damage, personal injury, or wrongful death relating to this Agreement or to the use, removal, shipment, or storage of the Equipment, no matter how caused and regardless of fault, or for any special, incidental, indirect, or consequential loss or damage whatsoever. In any event, the total cumulative liability of the Seller, its affiliates, suppliers, subcontractors, and any employee or agent of any of them, whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise, arising out of, relating to, or in connection with this Agreement or the Equipment, shall be limited to the purchase price actually paid by the Purchaser to Seller for the Equipment.

1.5 The Purchaser will indemnify, defend, and hold the Seller and its affiliates, and its and their officers, directors, agents, and employees, harmless from and against any and all liability, loss, damage, claim, cost, or expense (including reasonable attorneys? fees and costs) arising out of the Purchaser?s acquisition, ownership, possession, use, or disposition of the Equipment. This indemnity will be in addition to any other rights and remedies to which the Seller may be entitled by law or equity.

Article 2 Miscellaneous Matters. 2.1 This Agreement, together with the Order, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous agreements relating to the same subject matter. 2.2 The terms of this Agreement shall be deemed incorporated into and a material part of the Order. 2.3 This Agreement shall be binding upon the parties hereto and their successors and assigns. 2.4 This Agreement shall be governed by the laws of the State of New York, without reference to principles of choice of laws. 2.5 This Agreement and the rights and obligations of the Parties hereunder shall survive the sale of the Equipment under the Order and shall continue to be binding on the Parties. 2.6 This Agreement shall not be modified nor any provision waived, except by a writing signed by both parties. 2.7 Purchaser?s rights and obligations under this Agreement may not be assigned, subcontracted, or transferred without the prior written consent of Active, and any attempt to do so without such consent shall be void. 2.8 This Agreement may be signed in counterparts and electronically generated and/or transmitted signatures (i.e. machine readable) shall be accepted as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the Effective Date set forth above.

. [PURCHASER]

D/B/A ACTIVE INTERNATIONAL

By:

By: