Seller…. Buyer….

Buyer acknowledges that Consultants are not, and have never represented themselves to be, licensed securities brokers, bankers, security officers, forensic investigators nor agents or employees of the Seller or his lending institution or issuing bank.

Buyer further acknowledges it is his and his company’s sole legal responsibility to do proper due diligence on both the Seller and Buyer’s receiving account beneficiary (if different entity than Signatory) and that all Consultants are merely independent intermediaries in this transaction.

INDEMNIFICATION; LIMITATION OF LIABILITY:

Each party agrees to indemnify, defend and hold the other harmless from and against and in respect of any and all costs, expenses (including without limitation, attorney fees and litigation and investigation costs), losses, damages and claims arising from, in connection with or relating to (i) any actual or alleged infringement or misappropriation by the indemnifying party of any patent, copyright, trademark, service mark, trade name, trade secret or any other intellectual property right of any other party (whether domestic or foreign), (ii) any failure by the indemnifying party to comply with or breach of any governmental, regulatory, judicial or municipal law, rule, regulation, decision, order, directive, ordinance or ruling of any kind or (iii) any negligence or misconduct on the part of the indemnifying party; provided, however, that, notwithstanding anything contained herein, no party shall be liable for consequential damages of any kind (even if advised of the possibility or likelihood thereof) or any punitive damages in connection with any claim or matter arising under or in connection with this Agreement. Except as expressly set forth herein or in the Statement of Work and Procedures, no party makes any representation or warranty of any kind. The provisions of this Section shall survive any termination or non-renewal of this Agreement.

NOTICES/AMENDMENT/MODIFICATION:

All notices or other communications required or permitted to be given pursuant to this Agreement shall be made in writing. This Agreement may only be amended, modified or waived by an instrument in writing duly executed and delivered by each of the parties hereto to be bound by such amendment, modification or waiver.

SURVIVAL OF OBLIGATIONS:

This Agreement and all the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, heirs, administrators, successors and assigns. All obligations shall continue notwithstanding the expiration, termination or cancellation of this agreement.

REPRESENTATION:

All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Agreement as of the .

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