TERMS OF SALE

A 10% Buyer's Premium will Apply to All Sales in Addition to
Applicable Local and State Sales Tax.

Set forth below are the terms and conditions (the "Terms")
that shall apply to every bid or purchase by any party
("Buyer"or ?Bidder?) either directly from New Mill Capital,
LLC ("NMC") as an owner of any item, goods, fixtures or real
property, or in a transaction ("Transaction") in which NMC
serves as broker, agent, liquidator or auctioneer for any
third party owner. The Terms apply to every Transaction,
including without limitation, public auctions conducted by
NMC and direct purchases by Buyer of any item either before,
after or independent of any public auction.

TERMS AND CONDITIONS

1. All machinery, equipment, merchandise and other items
(the "Goods") are sold on an "AS IS/WHERE IS" basis with no
warranties or representations whatsoever, either expressed
or implied. Neither NMC nor the consignor makes any
warranties or representations of any kind or nature with
respect to the property or it's value, and in no event shall
they be responsible for correctness of description,
genuineness, attribution, provenance, title, chain of title,
authenticity, authorship, completeness, condition of the
Goods or estimate of it's value. No statement (oral or
written) in any auction catalog, at any auction, or
elsewhere shall be deemed such a warranty or representation,
or any assumption of responsibility of any kind or nature,
whatsoever. Prospective Bidders are strongly urged to
contact NMC directly for detailed information regarding any
lot. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY
AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY OF GOODS ARE EXPRESSLY DISCLAIMED.

2. Registration. Buyers must register as Bidders prior to
bidding at any auction sale. All Bidders must provide their
name, company (if applicable), mailing address and phone
number prior to the auction. When applicable, electronic
Bidders are required to provide a valid email address and
Visa or Mastercard number. In its sole discretion, NMC may
charge Bidders a registration fee for electronic bidding.
This registration fee will be clearly displayed during the
registration process. IN THE EVENT OF A BIDDER OR BUYER
DEFAULT AS DESCRIBED IN SECTION 9 BELOW, EVERY BIDDER AND
BUYER HEREBY AUTHORIZES AGREES TO ALLOW NMC TO CHARGE TO THE
CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS A
FEE REPRESENTING NMC?s LIQUIDATED DAMAGES. (See section 9
"Default" below.)

3. Deposits. NMC requires a deposit of not less than twenty
five percent (25%) of the Buyer's TOTAL PURCHASE PRICE by
the end of sale day - with the balance due by the end of the
next business day. This can be in the form of cash, a
cashiers check, or business check with a bank letter of
guarantee. For Electronic Bidders, at its discretion, NMC
may contact Bidders via email or telephone before or during
the sale to provide a bank letter of guarantee or wire
transfer as a deposit. If NMC does not receive a response
from its attempts to contact Buyer or if the Buyer does not
provide a deposit, NMC reserves the right to refuse or
cancel Buyer's bids and re-sell Goods.

4. Invoices & Payment Instructions. Winning Bidders can
request a printed paper invoice from the Accounting Manager
at the auction or sale location during or after the sale or
auction. Electronic Bidders will be sent an electronic
invoice to the email address provided during registration.
Invoices can be faxed upon request. Detailed payment
instructions for each sale are available in the printed
auction or sale lot catalog at the sale or auction location
on the day of the sale or auction. Electronic Bidders will
be sent detailed payment instructions via email along with
their invoice.

5. Payments. NMC must receive the balance of the total
purchase price no later than the close of business on the
day following the auction (the "Final Payment Date"). All
payments must be in cash, cashier's or certified check,
federal wire transfer of immediately available funds or a
corporate check accompanied with a bank letter of guarantee,
and all of the foregoing must be in form, scope and
substance acceptable to NMC in its sole discretion. Credit
cards are accepted for electronic bidding registration and
for Liquidated Damages (defined in Section 9 below) in the
event of a default. Without limiting NMC's discretion, no
corporate checks without a bank guarantee and no personal
checks will be accepted. No title shall pass to Buyer until
the total purchase price and all Taxes (defined in Section 6
below) have been paid to NMC in collected funds. NMC does
not accept credit cards for payment.

6. Taxes. Buyer must also pay to NMC on or before the Final
Payment Date, all sales, export, use, delinquent taxes due
and penalties thereon, and all other applicable taxes due to
any federal, state or local taxing authority (the "Taxes")
as a result of Buyer's purchase, including without
limitation, any taxes arising from any Buyer's Premium (as
defined in Section 7 below). To receive the benefit of any
sales tax exemption, Buyer must supply NMC with a state
sales tax exemption certificate acceptable in form, scope
and substance to NMC in NMC'S sole discretion.
7. Buyer's Premium. NMC in its sole discretion may impose a
Buyer's premium ("Buyer's Premium") on any Goods sold. The
Buyer's Premium is a percentage that is added to the final
purchase price of any item. NMC shall charge and collect
from each successful Bidder a buyer's premium for each sale
at the auction, in addition to the purchase price as bid.
NMC makes the Buyer?s Premium information available in
writing electronically or in printed format prior to each
auction for each of the Goods identified for auction or
sale.

8. Removal. (1) Buyers or their Agents must remove all Goods
purchased before the final removal date and time announced
by NMC at the auction (the "Removal Date"). (2) No Goods
shall be removed until the full purchase price and all
applicable Taxes thereon have been received by NMC in the
form required herein. Any Goods not removed on or before the
Removal Date shall be subject to storage charges that NMC
may in its discretion impose. ANY ITEMS NOT REMOVED ON OR
BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND NMC
SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO
SUCH ITEMS. (See also Section 8C below.)

8A. Buyer shall be responsible for the safe and proper
removal of any Goods purchased by Buyer. NMC does not pack,
ship, store, crate or rig items. Buyers may either pick up
Goods at the designated auction site personally or can
contract with a third party agent to manage the removal
process for them. Before Goods can be removed by an Agent,
Agent must provide NMC with (1) proof of payment in full
(Paid In Full Invoice) and (2) an "Agent Release
Authorization" form which allows NMC to release items to a
third party contractor for shipping, crating or packing
purposes.

8B. Goods that cannot be removed from the premises from
?Non-Mechanized? transport, must be removed by a qualified,
insured rigger. Before any removal, Buyer must provide NMC
with a certificate of insurance from the rigger, which
certificate must be in form, scope and content acceptable to
NMC in NMC'S sole discretion. Without limiting NMC'S
discretion, such certificate must show that the rigger
carries comprehensive liability insurance written by an
insurance carrier of national standing, in an amount of not
less than two million dollars ($2,000,000.00) and naming NMC
as an additional insured party. Without limiting the
generality of the foregoing, Buyer shall restore and repair
all real and personal property and fixtures that are altered
or damaged as a result of Buyer's removal of the Goods to a
condition substantially similar to the pre-removal
condition. NMC shall review the repair and make a
determination in its sole discretion, whether the repair is
acceptable to NMC. NMC shall have no responsibility to
disconnect utilities to the sold asset, including electric,
gas, waste and water lines. Buyer is solely responsible for
the proper removal and storage in appropriate containers of
all fluids, oils, hazardous chemicals, etc., from machinery
purchased. Buyer does hereby indemnify NMC, the owner of the
Goods and the owner of the premises in which the Goods are
located, from any and all claims, damages, and losses
arising from Buyer's actions or actions with respect to the
Goods and Buyer's presence on the premises in which the
Goods are located, including without limitation, injuries to
persons or property and environmental violations or
contamination. Risk of loss on any Goods shall pass to the
Buyer upon payment in full to NMC of all sums due from Buyer
in respect to the Goods.

8C. Small Lot Removal. NMC shall have no responsibility
whatsoever for any missing or lost items that can be removed
by hand if such items have not been removed within forty-
eight (48) hours of the conclusion of the sale. There will
be NO removal of any lots until the auction is complete.

9. Default. Bidders must bid only on those items they are
prepared to pay for and remove in accordance with the terms
and conditions of this sale. All items awarded to high
Bidders are contractually theirs and must be paid for by the
Final Payment Date and removed by the Final Removal Date. IN
THE EVENT PURCHASER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS
(PAYMENT AND REMOVAL) AS SPECIFIED IN THIS INVITATION TO
BID, THE FOLLOWING ACTION APPLIES: PURCHASER WILL
AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL
NOTICE OF DEFAULT. Upon default, the purchaser shall lose
all right, title, and interest which he/she might otherwise
have acquired in and to such property as to which default
has occurred. NMC will re-market and re-sell this property.

9A. Payment Default. Failure to pay invoices in full by the
Final Payment Date in accordance with payment terms will
subject Bidder to pay as liquidated damages a sum equal to
the lesser of (1) 20 percent of the invoice price of the
item(s) as to which the default has occurred, or (2) the
full amount of the difference between the original invoice
price and the re-sold price plus any expenses incurred to
re-market or re-sell these items (?Liquidated Damages?). IF
NMC HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24
HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES NMC
TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE
DURING THE REGISTRATION PROCESS.

9B. Removal Default. Failure to remove items by the Final
Removal Date in accordance with removal terms will subject
Bidder to pay as Liquidated Damages the full amount of the
expenses incurred to store or transport items until they are
re-sold. IF BUYER HAS NOT REMOVED ITEMS WITHIN 24 HOURS OF
THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES NMC TO CHARGE
LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING
THE REGISTRATION PROCESS.

10. After Buyer has removed any item from NMC'S possession,
NMC shall have no obligation to make any adjustment or
accommodation to Buyer because of any mistake in quantity or
other defect or problem with respect to such item. Buyer
must make all requests for adjustments in writing to NMC
before any item is removed from the premises where the
auction is conducted.

11. NMC shall not be responsible for any damages, loss or
theft of Goods except in the case of NMC's willful
misconduct. Without limiting the foregoing, NMC shall not be
responsible for damages or losses caused by strikes, civil
disorders, or acts of God.

12. If for any reason NMC is unable to deliver any Goods
purchased by Buyer, NMC'S sole liability shall be to return
all sums paid by Buyer to NMC in respect of such Goods.
Buyer / Bidder hereby agrees that under all possible
circumstances, NMC?s maximum liability in any and all
auctions and sales transactions is hereby limited to the
purchase price actually paid by the Buyer or Bidder for the
applicable sale or auction transaction.

13. Minimum or Reserve Prices. NMC, in its sole discretion,
reserves the right to establish a reserve or minimum price
on any Goods without having to announce, post or publish
notice to attendees and buyers at any auction. NMC reserves
the right to confirm or reject the final bid. Further, NMC,
and/or its affiliates or subsidiaries, may bid at the
auction either for its own account or on behalf of a third
party.

14. Absentee Bids. By completing an "Absentee (Proxy) Bidder
Form," Bidders may appoint NMC to be an agent and proxy for
the sole purpose of purchasing the items listed when the
Bidder CANNOT bid on the day of the sale. ALL BIDS ARE FINAL
AND BINDING and DO NOT include any applicable buyer's
premiums and sales taxes. NMC will bid up to the specified
maximum bid amount to win the item, using only the amount
needed to win the item. NMC has complete discretion whether
and when to accept Proxy bids. The auctioneer's
announcements at the time the lot is sold take precedence on
any and all published materials. Proxy Bidders will be
notified only if they have been declared the high bid.
Notification will take place in the form of an electronic
invoice, which will be sent to the email address provided
during registration.

15. NMC, in its sole discretion, reserves the right to
refuse the bid of any person without providing any notice or
reason therefore.

16. NMC, in its sole discretion, shall control all bidding
increments and advances at any auction. NMC reserves the
right to reject any bid that is only a minimal increase over
the preceding bid, that is not commensurate with the value
of the item being offered or that NMC believes was made
illegally or in bad faith. In the event of a dispute among
Bidders, NMC may, in its sole discretion, either accept what
it deems to be the final bid or solicit further bids on the
item in dispute. No returns or refunds will be permitted,
unless authorized by the seller in writing.

17. NMC reserves the right, in its sole discretion, to sell
items advertised as a public auction sale, on a piece by
piece basis or as a complete lot. Without limiting the
generality of the foregoing, NMC may accept a complete lot
bid and then conduct an item by item auction which auction
shall be effective only if the total proceeds there from
exceed the amount of the complete bid.

18. All information provided by NMC to a Buyer, including
without limitation, any advertising, lot sales catalogs or
otherwise, is subject to deletions, errors, additions, and
changes without notice. Although information is gathered
from sources thought to be reliable, NMC shall have no
responsibility whatsoever for any information provided to
any attendee or buyers. Every Buyer hereby agrees to rely
solely on the Buyer?s own independent investigation and
inspection of any and all Goods.

19. The auctioneer may add other terms and conditions of
sale, such additional terms and conditions to be announced
prior to the auction.

20. If NMC is selling or auctioning any Goods on behalf of a
third party owner, NMC shall act as an agent only and shall
have no liability whatsoever for the acts of any
owner/principal.

21. Buyer hereby agrees to comply with all US export and
import control and related laws, and acknowledge that NMC is
not the exporter or importer of any purchased item. Certain
items offered for sale at the auction may constitute
"Restricted Technology." Under federal law, such items may
not be shipped outside the United States. NMC makes no
representation or warranty concerning, and has conducted no
investigation to ascertain which items, if any, constitute
Restricted Technology, or whether any item may have been
imported in violation of any U.S. laws or international
treaties.

22. Each and every Buyer acknowledges that an auction site
is a potentially dangerous place, Flammable, noxious,
corrosive and pressurized substances may be present. Heavy
equipment may be operated and electrical circuits may be
live. Every person enters the auction site at his or her own
risk with notice of the condition of the premises and the
activities that will be or have been conducted on the
premises. No person shall have any claim against NMC, the
seller or their respective agents for any injuries sustained
or for damages to or loss of property that may occur at the
auction site.

23. If the Buyer fails to comply with any of the Terms, in
addition to the remedy provided for Default under Section 9,
9A and 9B, NMC shall have all rights and remedies available
to it at law and in equity. Without limiting the generality
of the foregoing, NMC may retain all deposits and partial
payments received from Buyer and may resell any Goods that
Buyer fails to purchase. Buyer shall be responsible for all
costs, losses, and damages suffered by NMC (i) as a result
of Buyer's breach of any of the Terms, including without
limitation, lost profits and consequential damages, and (ii)
incurred in connection with the enforcement of NMC?S rights,
including, without limitation, legal fees and costs and
expenses related to the resale of Goods, including storage
and rigging fees.

24. To the extent that these Terms conflict with the laws of
the state in which the auction or sale is conducted, then to
the extent of any such conflict, the state law will control
said Terms.