1.  AGREEMENT.  Subject to the additional terms and conditions set forth herein, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the Equipment (“Equipment”) described in the Equipment List, Exhibit A, which is attached.

2.  TAXES.  Buyer shall pay all taxes (other than taxes based on Seller’s net income) paid, payable or required to be collected by Seller, however designated, which are levied or based upon the Price, this Agreement or the Equipment including, but not limited to, federal, state and local sales or use taxes, whether domestic or foreign.

3.  DELIVERY AND INSTALLATION.  Seller shall deliver and install the Equipment at Buyer’s address, the premises set forth above, and Buyer agrees to accept delivery and to permit Seller access to the premises as Seller shall require for the purpose of installing the Equipment.  If the premises are not available to Buyer, or if the premises are not ready for installation of the Equipment, or for any other Buyer requested delay, within 60 days after the estimated date installation is to commence, Buyer agrees to accept transfer of equipment title and pay all monies due as per contract.  CTI will warehouse equipment for a term of up to one year at no charge to Buyer.

4.  UNUSUAL CONCEALMENT REQUEST BY BUYER.  Buyer will provide any additional electrical outlets that may be reasonably necessary and should Buyer require an unusual concealment of wiring which has been installed according to the usual telephone company specifications; Buyer will pay for such additional telephone conduit and raceway as may be required.

5.  EXISTING AGREEMENTS.  In providing equipment or services, CTI is not liable or responsible with regard to any fees or other expenses relating to the termination of the Buyer’s existing agreements.   It is the Buyer’s responsibility to terminate any and all existing agreements in place.  This includes but not limited to equipment leases, network services, and maintenance agreements.  Buyer is solely responsibly with regard to its existing contracts or associated termination charges without reimbursement by CTI.

6.  SITE SURVEY/DESIGN ASSURANCE.  Upon receipt of this signed contract CTI may schedule a project management meeting and or a site survey of the Buyer premise in order to assure the design of the communications solution.  Upon completion of design assurance CTI will identify and communicate to Buyer any additional charges that may apply.  If the additional charges identified exceed 5% of the total purchase price listed on the order, Buyer may cancel the order without incurring cancellation charges as long as Buyer notifies CTI in writing within ten (10) days after Buyers receipt of the notice from CTI of the additional charges.

7.  RISK OF LOSS.  The risk of loss for any damage to or destruction of the Equipment or any portion thereof from and after the time of delivery thereof to the premises shall be on Buyer, except with respect to damage or destruction resulting from the negligence or willful conduct of the Seller.

8.  RIGHT TO HIRE:  CTI is the employer and representative of all personnel dispatched to the buyer’s premise. Accordingly, buyer agrees that if any CTI employee is hired either directly or indirectly by buyer within one hundred eighty (180) days of employees last on site date at buyer’s premise, Buyer agrees to pay to Consolidated Technologies, Inc. as liquidated damages an amount equal to 50% of the employees annualized first year salary, including guaranteed bonuses.

 9.  SECURITY INTEREST.  Buyer hereby grants to Seller a security interest in the Equipment to secure payment of the unpaid portion of the Price, notwithstanding installation of the Equipment in the premises or its attachment to real property and hereby authorizes Seller to file financing statements signed only by Seller to perfect the Security interest in the Equipment herein granted in accordance with the Uniform Commercial Code.  In addition, Buyer shall execute and deliver to Seller such document as Seller shall request in order to perfect such security interest in the Equipment.  Upon default in payment of the Price, Seller may declare the entire unpaid balance of the Price due and payable and shall be entitled to exercise all of the rights and remedies of a secured party under the Uniform Commercial Code.

10.  WARRANTIES.  Seller hereby warrants the Equipment against defective parts or workmanship for a period of one year from either (a) the date of its installation or (b)  60 days after the estimated delivery date, whichever is earlier.  Seller’s liability under this warranty is conditioned upon the receipt of prompt notice of defects from Buyer and is limited to repairing or, at Seller’s sole option, to replacing the Equipment.  Seller shall not be liable for consequential damage for injury to persons or property or for commercial loss or otherwise.  This warranty shall be void as to the Equipment damage or rendered unusable by the willful act, negligence and/or tampering of persons other than Seller.  Seller hereby assigns to Buyer (to the extent it has the right to do so) the benefits of any warranties or guarantees provided to Seller by the Manufacturer(s) of the Equipment.  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL OR IMPLIED) INCLUDING WARRANTY OR MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLY SET FORTH HEREIN AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

11.  SOFTWARE LICENSING: Buyer agrees to comply with and be bound by any and all manufacturers’ current license terms for End Users.  Detailed software license terms can be found at www.consoltech.com under the terms & conditions section or at the individual manufacturers’ websites.

12. BILLING DISPUTES: You must notify us in writing within fifteen days after receiving your Invoice if you dispute any CTI charges on that invoice or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to:

New Era Technology

c/o Customer Care Billing Department

8 Slater Street

Port Chester, New York 10573

ap.ne@neweratech.com

13.  MISCELLANEOUS.

(a) This Agreement shall be construed and performed in accordance with the laws of the State of New York, in the event that any term or condition of this Agreement is determined to be contrary to law or unenforceable for any reason whatsoever, such determination shall not in any way affect the validity or enforceability of any other term or condition thereof.  The prevailing party in any legal action brought to enforce this Agreement or any portion thereof shall be reimbursed by the other party for its reasonable costs and attorney’s fees relating to such action.

(b) Seller shall not be liable for failure to perform its part of this Agreement when such failure is due to fire, flood, strikes, or similar labor disturbances, industrial disturbances, war, riot, insurrection and/or other causes beyond its control.  In the event Seller’s performance hereunder is prevented due to one or more such causes, at its option, Seller shall have the right to either terminate this Agreement and reclaim or be paid for the Equipment installed to date of such termination or to continue with its performance hereunder following the cessation of such causes and receive the benefit of Buyer’s performance hereunder as though such causes had not occurred.

ENTIRE AGREEMENT.  This Agreement constitutes the entire Agreement between Buyer and Seller with respect to the subject matter and no waiver, modification or amendment of any of the terms or conditions hereof shall be effective unless set forth in a writing duly signed by Seller and Buyer.

NOTES ON OPTIONAL SERVICE PROTECTION PLANS OFFERED BY CTI

CTI PREMIER MAINTENANCE: CTI’s Premier Maintenance is CTI’s most comprehensive maintenance program for pre R5 Enterprise (non-Avaya Support Advantage*) and SME telecommunications and data equipment. Premier Maintenance can be purchased on an annual, renewing or discounted multiyear agreement. CTI Premier Maintenance begins upon CTI acceptance of agreement with the purchase of a new communications system (beginning immediately after the manufacturer’s warranty coverage and continues for renewing terms of 12 months).

CTI Premier Maintenance program provides for the repair or replacement of equipment that fails during normal usage. This program includes all labor necessary to troubleshoot, diagnose, and repair or replace all parts. Premier Maintenance includes guaranteed emergency response times, 24 hours a day, 7 days per week.

CTI Premier Maintenance includes preventive maintenance as deemed appropriate by CTI. All software upgrades and fixes mandated by the manufacturer are included at no charge. See your CTI representative for complete information. Complete coverage and exclusions can be found in “CTI Premier Maintenance Support Plan” posted at www.consoltech.com – Terms & Conditions Tab. See your CTI representative for complete information.

CTI REMOTE ADVANTAGE: CTI’s Remote Advantage is a basic support plan for R5 and above Enterprise and SME telecommunications and data equipment. CTI Remote Advantage can be purchased on an annual, renewing or discounted multiyear agreement. CTI Remote Advantage begins upon the first day of the second month following CTI acceptance of agreement with the purchase or upgrade of a communications system.

CTI Remote Advantage provides 24/7 remote technical support to keep your core hardware and software up and running. All software upgrades and fixes mandated by the manufacturer are included at no charge. CTI Remote Advantage includes remote guaranteed emergency response, 24 hours a day, 7 days per week.

CTI Remote Advantage coverage does not extend to: preventative maintenance, onsite support and works in conjunction with CTiQ Proactive Remote Monitoring. For additional information regarding coverage and exclusions please contact your New Era Technology Account Executive.

CTI TOTAL ADVANTAGE: CTI’s Total Advantage is CTI’s most comprehensive maintenance program for R5 Enterprise Telephony and data equipment. Total Advantage can be purchased on an annual, renewing or discounted multiyear agreement. Total Advantage begins upon the first day of the second month following CTI acceptance of agreement with the purchase or upgrade of a communications system.

CTI Total Advantage provides for the repair or replacement of equipment that fails during normal usage. This program includes all labor necessary including On-site Engineers to troubleshoot, diagnose, and repair or replace all covered parts. Total Advantage and works in conjunction with CTiQ Proactive Remote Monitoring1 and guaranteed emergency response, 24 hours a day, 7 days per week.

 CTI Total Advantage includes preventive maintenance as deemed appropriate by CTI. All software upgrades and fixes mandated by the manufacturer are included at no charge. See your CTI representative for complete information.

1 CTiQ Proactive Remote Monitoring may require additional charges.