EQUIPMENT PURCHASE TERMS AND CONDITIONS AND BILL OF SALE

These Equipment Purchase Terms and Conditions and Bill of Sale ("Agreement") dated as of the Effective Date as defined below, are entered into by and between the seller of the Equipment that seller provides to EquipNet to be marketed on www.equipnet.com ("Seller"), and the buyer whose bid was accepted by Seller through www.equipnet.com(?Buyer?).

PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBMITTING A BID ON EQUIPNET.COM, YOU (THE ?BUYER?) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY THE BUYER. THE BUYER AGREES THAT IT AND ANY OF BUYER?S AGENTS, REPRESENTATIVES, EMPLOYEES, OR ANY PERSON OR ENTITY ACTING ON BUYER?S BEHALF SHALL BE BOUND BY, AND SHALL ABIDE BY, THESE TERMS AND CONDITIONS.

Whereas, Seller desires to sell to Buyer equipment more fully described on EquipNet?s site and incorporated in this Agreement (hereinafter referred to as the ?Property?);

Whereas, Seller and Buyer seek to allocate any and all liabilities relating to the use or misuse of the Equipment and for risk of loss, with all such liabilities residing in Buyer on and after the date of this Agreement ;

Whereas, Seller and Buyer seek to agree on the time and manner in which Buyer may use Seller?s premises to store, show and use the Property, and to remove and take possession of the Property;

Now, therefore, inconsideration of Buyer?s payment of the purchase price provided herein to the Seller , and Buyer?s and Seller?s mutual commitments contained herein, including Seller?s transfer of title of the Equipment to Buyer, the sufficiency of which Buyer and Seller each hereby acknowledge, Buyer and Seller agree as follows:

1. Sale of the Property. Subject to Seller?s written confirmation of acceptance of Buyer?s offer to purchase the Equipment from Seller, Seller agrees to sell, convey, transfer, set over and vest in Buyer and its successor and assigns, all of Seller?s right, title and interest in and to the Property. Delivery shall be EX WORKS Seller?s Premises. Buyer is responsible for removal and shipping of Property.

2. Purchase Price. The total Purchase Price for the Equipment is the final purchase price accepted by Seller in writing to EquipNet, payable in cash or other immediately available funds upon execution of this Agreement. Payment shall be made in full before the Equipment is moved unless credit arrangements are made with Seller.

3. Access to Premises. The Equipment is located on the Seller?s premises (the ?Premises?). Seller hereby grants Purchaser a temporary, revocable license to enter upon the Premises, subject to Seller?s environmental, health, safety and security requirements, for the sole purposes of preparing for the removal of, and to remove, the Equipment pursuant to the provisions of Section 4 below.

4. Removal of the Property; Buyer?s Work Plan.

4.1 Unless specifically waived by Seller in writing, following its inspection of the Equipment and the Premises, Buyer shall submit for Seller?s approval a written work plan specifying the Equipment subject to removal, the proposed manner of disconnect, dismantlement and removal from the Premises, decontamination procedures and precautions, rigging procedures, the manner in which the Premises will be restored following such removal, and the identification of all hazards arising in such activities and the manner of abatement (the ?Work Plan?). Buyer?s removal activities shall be at no cost to Seller, and shall comply in all respects to the approved Work Plan and all environmental, health and safety requirements imposed by Seller, in Seller?s sole discretion.
4.2 Buyer shall coordinate its activities with Seller?s designated representative at each Premises. Buyer agrees that Seller may schedule the removal of the Equipment so as to not interfere with Seller?s activities on the Premises.
4.3 Prior to commencing any work, Buyer shall inform Seller of any contractors it wishes to use in the removal of the Property. Seller reserves the right to bar entry to any contractor of Buyer that Seller deems unsatisfactory, as determined in Seller?s sole discretion.
4.4 Buyer shall render the Equipment safe for transport by removing and properly disposing of any substances that may pose a risk of leakage and spillage. Waste materials generated during Buyer?s removal activities shall be disposed of at such third-party waste disposal service providers as Seller may direct. Buyer shall identify itself as generator of all such wastes and obtain all generator identification numbers and authorizations necessary to do so.
4.5 Buyer agrees that restoration and repairs of the Premises will be with materials of like kind, finish, durability and will provide the same structural support of have the same load bearing capacity as floors surrounding the openings.

5. Risk of Loss. From and after the date of this Agreement, Buyer shall bear the risk loss, theft, damage, destruction, and loss of use from any cause whatsoever, whether the Equipment is in the care, custody and control of Seller or otherwise. Seller shall in no event be liable to Buyer or any other third party for any loss, theft, damage, destruction, or loss of use of the Property.

6. Representations of Seller; Disclaimers; Buyer?s Assumption. Seller hereby represents and warrants to Buyer that Seller has good and merchantable title to the Equipment and that it are free and clear of all liens, encumbrances, security interests, adverse claims, mortgages, liabilities, pledges, conditional sale agreements, restrictions on alienation, and charges of any kind and description (collectively referred to as "Liens"). Seller further agrees to defend such title against each and every person whomsoever claiming the whole or any part of the Property. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE CONDITION OF THE PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION THE PRESENCE OR ABSENCE OF HAZARDOUS OR OTHER REGULATED SUBSTANCES ON OR IN THE EQUIPMENT. SELLER FURTHER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF CONDITION OR FITNESS FOR USE. BUYER UNDERSTANDS AND AGREES THAT IT IS PURCHASING THE EQUIPMENT "AS IS" AND "WHERE IS", WITH NO WARRANTIES OF ANY KIND BY SELLER EXPRESSED OR IMPLIED, EXCEPT FOR WARRANTY OF TITLE AND THAT THE PROPERTY IS NOT SUITABLE FOR DOMESTIC OR CONSUMER USE. BUYER RECOGNIZES THAT FLAMMABLE, TOXIC OR OTHER CONTAMINANTS MAY HAVE BEEN USED IN OR BEEN IN CONTACT WITH THE PROPERTY AND BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF THE PROPERTY PURCHASED.

7. Representations of Buyer. Buyer hereby represents and warranty to Seller that Buyer has the requisite expertise to evaluate the Equipment and assess its condition as needed for it to fulfill all obligations that Buyer assumes under this Agreement, or to the extent that it does not have that expertise, that it has retained the expertise, that Buyer has conducted its own investigation and assessment of the Equipment and found the Equipment to be in an acceptable condition for the purposes of consummating the transfer contemplated by his Agreement. Buyer further represents and warrants that it has the funds available to pay the Purchase Price, the ability to remove the Equipment from the Premises in accordance with the terms of this Agreement, and that the person signing this Agreement on behalf of Buyer has the capacity to bind the Buyer to the terms of this Agreement.

8. Indemnification by Buyer. Buyer agrees to indemnify, and hold harmless Seller, and each of its director, officers, shareholders, officers, employees, and agents, from and against any and all claims, causes of action, damages, demands, losses and expenses of every kind, including those for attorney?s and expert fees, arising out of or in any way related to (i) the transfer, possession, use, maintenance, operation or disposal of the Equipment by Buyer or any person who acquires the Equipment through Buyer, or arising from the activities of Buyer, its employees agents or customers on Seller?s Property, and (ii) any breach of a representation and warranty by Buyer; provided, however, that Seller shall provide to Buyer prompt written notice of any such written claims or demands made against Seller and Buyer shall have the right to defend such claim and Seller shall cooperate fully in the defense of any such claim. Such indemnification obligation shall continue and will survive any termination of this Agreement.

9. Buyer's Insurance.

9.1 With respect to Buyer?s entry on the Premises and activities to inspect and remove the Property, Buyer shall obtain and keep in force for the benefit of the Buyer and Seller the insurance coverage specified in Appendix A hereto to be issued by insurance carriers with a minimum A.M. Best's rating of A-: VII, or S&P A, or better and licensed to provide insurance in the jurisdiction in work is to be performed. Seller, its subsidiaries, affiliates, directors, officers, agents and employees (the ?Seller Entities?) shall be named as additional insureds under such coverage. Buyer shall secure endorsements to this effect from all insurers of such policies.
9.2 It is the intent of both parties to this Agreement that all insurance purchased by Buyer in compliance with this Agreement, will be primary to any other insurance owned, secured, or in place by Seller, which insurance shall not be called upon by Buyer's insurer to contribute in any way. Buyer shall secure endorsements to this effect from all insurers of such policies. Upon execution of this Agreement, Buyer shall furnish Seller with certificates of insurance and with signed endorsements affecting coverage required by this clause.
9.3 Buyer shall require that any and all contractors hired on behalf of Buyer satisfy the foregoing insurance requirements, including, but not limited to, the endorsement of such contractors? insurance to identify Seller Entities as additional insureds.

10. Compliance with Laws. Each party shall comply in all material respects with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to the Equipment and the performance by each party of its obligations hereunder. Buyer agrees to comply with all applicable export control laws, regulations, rules and orders of the United States and all other applicable jurisdictions, and will not export, re-export, release, or transfer , directly or indirectly, any Equipment or enter into any transactions related to the Equipment without first obtaining at its own expense any required licenses. Seller reserves the right to terminate this agreement without any liability to the Buyer at any time in the event it determines, in its sole discretion, that the sale of the Equipment to Buyer violates applicable export control or similar laws in Seller?s sole discretion.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

12. Entire Agreement. This Agreement and the terms of the EquipNet Buyer?s Terms and Conditions (to the extent they do not conflict with these terms) constitute the entire agreement among the parties. Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out herein. No changes of, modifications of, or additions to this Agreement shall be valid unless the same shall be in writing and signed by Seller and Buyer. In the event of any conflict between these terms and the terms of EquipNet?s Buyer?s Terms and Conditions, these terms shall prevail.

13. Headings. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

14. Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of New York, excluding its provisions with respect to conflict of laws. Any legal proceeding arising out of the transaction must be commenced in a federal or state court in the State of New York. Seller and Buyer consent to the jurisdiction of such courts.

15. Dispute Resolution. Any dispute, controversy, or claim relating to this Agreement (a ?Dispute?) will be resolved first through good faith negotiations between the parties. If the Dispute cannot be resolved through good faith negotiation, then the parties agree to submit the Dispute to mediation. The requirement of mediation and negotiation may be waived upon mutual written consent of Buyer and GEHC. If the Dispute is not otherwise resolved through negotiation or mediation within a reasonable time period (such time period not to exceed seventy-five (75) days), either party may, but is not required to, submit the Dispute to binding arbitration with the American Arbitration Association (?AAA?) in accordance with the AAA?s Commercial Arbitration Rules then in effect, as amended by this Agreement. If a party hereto submits a demand for arbitration, EquipNet and GEHC agree that arbitration will be the exclusive forum for adjudication of the dispute, provided that such demand precedes the filing of a complaint in any court of competent jurisdiction. The cost of the arbitration (including the fees and expenses of the arbitrator(s)) will be shared equally by the parties; provided, however, that each party will pay its own attorney?s fees. The arbitrator(s) will have the authority to apportion liability between the parties, but will not have the authority to award any damages or remedies not available under, or in excess of, the express terms of this Agreement. The arbitration award will be presented to the parties in writing, and upon the request of either party, will include findings of fact and conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this Section shall preclude either party from seeking interim equitable relief in the form of a temporary restraining order or preliminary injunction. Any such request by a party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder. THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

16. Notices. Any notices referred to herein shall be made in writing and shall be deemed delivered (i) when hand-delivered, or (ii) two days after being deposited in the U.S. Mail, registered or certified, postage prepaid and addressed to:EquipNet, Inc. 5 Dan Rd. Canton, MA 02021 Phone: 781.821.3482 FAX: 617.671.1269 Email: customerservice@equipnet.com

17. Effective Date. The effective date of this document shall be the earlier of (a) the date upon which both Buyer and Seller have electronically accepted this Agreement as documented and demonstrable by EquipNet; and (b) the date the Equipment is physically transferred from Buyer to Seller.

Seller Company:
Seller's Name:
Agreement Date:

Buyer Company:
Buyer's Name:
Agreement Date:

APPENDIX A - INSURANCE

Coverage Type: Workers Compensation
Limitation: Statutory

Coverage Type: Employer's Liability
Limitation: $5,000,000 each accident / $5,000,000 each disease / $5,000,000 policy limit

Coverage Type: Commercial General Liability Insurance (also referred to as civil or public liability insurance outside of the US) including Product Completed Operations Liability; including contractual liability and deletion of the Care, Custody, Control and Insured vs. Insured exclusions
Limitation: Bodily/Personal Injury and Equipment Damage and written on an Occurrence basis: $5,000,000 per occurrence, $5,000,000 general aggregate on all claims.

Coverage Type: Automobile Liability (including hired autos and non-ownership liability)
Limitation: Bodily Injury and Equipment Damage Combined Single Limit: $1,000,000 per occurrence / $2,000,000 annual aggregate.

Coverage Type: Pollution Legal Liability (covering on site and off-site bodily injury and property damage, including clean up cost as a result of pollution conditions arising from the Buyer?s operations, including completed operations)
Limitation: $2,000,000 per occurrence