1. Applicability

    (a) These terms and conditions of sale (these "Terms"), dated September , 2024¹ (the "Effective Date"), are the only terms that govern the sale of the goods ("Goods") and services ("Services") by Manatee Energy LLC, a Delaware limited liability company, with offices located at 29 Ellsworth Ave, Cambridge, MA 02139 ("Seller") to ****___****² ("Buyer") with addresses at ****____****³ (the "Delivery Point"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

    (b) The accompanying invoice, included herein as Exhibit B (the "Sales Confirmation"), and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Buyer agrees that they are separately bound by the Seller’s Terms of Use and Privacy Policy, as displayed on its website (and updated from time-to-time) at https://www.manatee.energy. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

    (c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

2. Performance of Services and Inspection

    (a) The Goods will be delivered within a reasonable time after the receipt of Seller’s invoice. Seller shall not be liable for any delays, loss, or damage in transit.

    (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the Delivery Point. Buyer shall take delivery of the Goods within three (3) days of Seller's written notice that the Goods have been delivered to the Delivery Point. An agent or subcontractor of Seller shall be responsible for all loading costs and installation, and shall provide equipment and labor reasonably suited for receipt and installation of the Goods at the Delivery Point, and will unload and release all transportation equipment promptly so Seller incurs no demurrage or other expense.

    (c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

    (d) If for any reason Buyer fails to accept delivery of any of the Goods within three (3) days from the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

    (e) Should Seller be unable to obtain any material(s) specified in Exhibit A, then Seller shall have the right at its sole discretion to substitute comparable materials and such substitution shall not affect the Price (as defined below).

    (f) Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only. Seller, its agents or subcontractors shall supervise and direct the work at the Delivery Point, using a commercially reasonable amount of skill and attention. Further, Seller, its agents and subcontractors shall be solely responsible for the construction means, methods, technique, sequences, and procedures for all work performed at the Delivery Point under this Agreement. Buyer shall not interfere with Seller’s work force or subcontractors.

    (g) Buyer is responsible for putting any pets in a safe and secure place as installation takes place at the Delivery Point.

    (h) With respect to the Services, Buyer shall (i) cooperate with Seller, its agents and subcontractors in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller or its agents or subcontractors, for the purposes of performing the Services; (ii) respond promptly to any Seller, its agents or subcontractors requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller, its agents or subcontractors to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller, its agents or subcontractors may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

3. Non-Delivery

    (a) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

    (b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within three (3) days of the date when the Goods would in the ordinary course of events have been received.

    (c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

    (d) Buyer acknowledges and agrees that the remedies set forth in this Section 3 are Buyer's exclusive remedies for any non-delivery of Goods.

4. Shipping Terms

Delivery of the Goods shall be made FOB Delivery Point/Seller shall make delivery in accordance with the terms on the face of the Sales Confirmation.

5. Title and Risk of Loss

Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code.

6. Mechanics Liens

Under the state’s Mechanics Lien Law any contractor, subcontractor, laborer, supplier or other person who helps to improve your property has the rightto enforce a Mechanics Lien, against your property. To preserve their right to file a claim or lien against your property, certain claimants such as subcontractors or material suppliers are required to provide you with a document entitled “Preliminary Notice.” Prime contractors and laborers for wages do not have to provide this notice. A Preliminary Notice is not a lien against your property; its purpose is to notify you of persons who may have a right to file a lien against your property if they are not paid. Generally, the maximum time allowed for filing a claim or lien against your property is 90 days after completion of your project.

7. Buyer's Acts or Omissions

If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8. Inspection and Rejection of Nonconforming Services

    (a) Buyer shall inspect the performance of the Services within three (3) days of the completion of installation, such date as decided in the sole discretion of Seller ("Inspection Period"). Buyer will be deemed to have accepted the Services unless it notifies Seller in writing of any Nonconforming Services during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Services" means the product functionality, as installed, does not meet the specifications listed in Exhibit A, at no fault of Buyer.

    (b) If Buyer timely notifies Seller of any Nonconforming Services, Seller shall, in its sole discretion, (i) replace such Nonconforming Services with conforming Services (ie, reperform the Services), or (ii) credit or refund the Price for such Nonconforming Services, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.

    (c) Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer's exclusive remedies for the delivery of Nonconforming Services. Except as provided under Section 2, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

9. Price

    (a) Buyer shall purchase the Goods and Services from Seller at the prices (the "Prices" and, in the aggregate, the “Price”) set forth in Exhibit B.

    (b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority onany amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.

10. Payment Terms

    (a) Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller's invoice or otherwise on the payment schedule set forth in such invoice. Buyer shall make all payments hereunder via Stripe’s payment rails, in US dollars. Government and other incentives may be available to the Buyer to offset the Price.

    (b) Buyer may be offered certain rebates, financing and/or incentives by manufacturers, government agencies or other third parties (including “Mass Save”). Buyer agrees that it is their responsibility to understand the requirements and application process of any applicable rebate, financing or incentive program and that in no event shall Seller be liable for Buyer’s failure to obtain, apply for or meet the requirements of any such rebate, financing or incentive program.

    (c) Buyer is not permitted to withhold payment for warranty items or damages or delay in performance of Services, except as otherwise set forth herein.

    (d) Buyer shall pay interest on all late payments at the lesser of the rate of 5.00% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services if Buyer fails to pay any amounts when due hereunder.⁴

    (e) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise.

    (f) In the event of a rejection of Goods pursuant to Section 2(d) of this Agreement, Seller shall charge and collect an additional thirty percent (30.00%) equipment cost charge (the “Equipment Cost Charge”), in addition to any fees then assessed under a current invoice, if any product has been opened. If no product has been opened, then no Equipment Cost Charge shall apply.

    (g) If, at any time, Buyer terminates this Agreement, Buyer shall be responsible for any reason besides the claim of a material breach by Seller, Buyer shall be responsible for (a) returning the Goods to the Seller (and shall assume all liability for all related costs and expenses (including, without limitation, storage, and insurance)), and (b) costs of labor for the Services performed under this Agreement before the effective date of such termination. Any termination by Buyer provided under this Section 10(g) should be in writing, state the reason for such termination and be sent to legal@manatee.energy.

11. Limited Service Warranty

    (a) Seller warrants that the Services will be performed by Seller as described in Section 2 and Exhibit A of this Agreement. No warranty for equipment, materials, or labor, whether written, implied, or otherwise, shall apply until Seller has been paid by Buyer in full. The warranty period for the limited service warranty begins at the time of substantial completion (“Warranty Period”) and last for a period of one (1) year.

    (b) Seller warrants to Buyer that it, its agents and/or subcontractors shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Besides the limited service warranties set forth in Section 10(a) and Section 10(b) hereto, Seller makes no other warranties, express or implied, whether written or oral (including any warranty of merchantability or fitness for purpose). Seller’s agents, technicians and subcontractors are not authorized to make any further warranties on behalf of Seller.

    (c) Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranties in Section 10(a) and Section 10(b). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

    (d) Installed Goods are only warranted by the manufacturers or suppliers as provided for by the applicable manufacturers or suppliers in writing. Seller makes no other warranties, express or implied related to the Goods. Seller hereby assigns to Buyer, without recourse, any applicable warranties extended to Seller. Except for Buyer’s right to reject the Goods under Section 2 of this Agreement, such assignment shall constitute Seller’s sole obligation and Buyer’s sole exclusive remedy from Seller regarding defective Goods.

    (e) Seller shall not be liable for a breach of the warranties set forth in Section 10(a) or Section 10(b) unless: (i) Buyer gives written notice of the defective or non-conforming Services, as the case may be, reasonably described, to Seller within three (3) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 10(a) or Section 10(b), as applicable, to examine the Goods and their efficacy at the Delivery Point (the “Cure Period”); and (iii) Seller reasonably verifies Buyer's claim that the Services are defective or non-conforming. Buyer shall grant access to the Delivery Point from time-to-time to Seller, and Seller shall visit the Delivery Point upon Buyer’s reasonable request during the Cure Period, in the event a claim of a breach of warranty. Seller shall make up to five (5) visits to the Delivery Point during the Cure Period to verify claims of a breach of warranty. If any additional visits to the Delivery Point are needed to verify such claims, then, upon Buyer’s request, Seller shall visit the Delivery Point and Buyer shall be assessed a $150 service fee for each such visit.

    (f) Seller shall not be liable for a breach of the warranty set forth in Section 10(a) or Section 10(b) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

    (g) With respect to any Services subject to a claim under the warranties set forth in Section 10(a) and Section 10(b), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the Price of such Services at the pro rata contract rate.

    (h) THE REMEDIES SET FORTH IN SECTION 10(f) AND SECTION 10(g) ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 10(a) AND SECTION 10(b), RESPECTIVELY.(i) Seller makes no warranty to Buyer regarding the Goods used in installation (i.e., drywall, concrete etc...) other than a warranty of title. The only warranties applicable to installed Goods are those, if any, extended by the respective manufacturer that shall furnish to Buyer any and all applicable warranty documents.

    (j) Seller shall not be liable during or following the Warranty Period for any: (a) damage due to abusive use; (b) damage due to use of the Goods beyond the design temperatures (cooling set below 65°F, for instance); (c) defects that are the result of characteristics common to the Goods; (d) loss, injury or damages caused in any way by the weather elements; (e) conditions resulting from condensation on, or expansion or contraction or, any Goods; (f) any water leak, blockage, freezing, or other malfunction of condensate or drain lines; and/or (g) air leaks arising from structural deficiencies within existing supply/return ducts or transitions.

    (k) Seller is not responsible for the performance, functionality, or compatibility of existing equipment, ductwork, duct board, controls, or other equipment/materials that is not replaced during a job installation and that Buyer agrees to keep in place. In the event that an existing piece of equipment prevents the proper start up or operation of the new equipment or system, Buyer assumes all responsibility for any additional service charges that may be incurred.

    (l) Unless specifically included in the Price and in Exhibit B hereto, Seller will not conceal pipes, ducts and wires or include drywall patching and framing. All work shall be done in accordance with local industry customs and practices, unless otherwise stated in this Agreement. Seller is not responsible for any painting, patchwork, or repair work that may be required following modification/installation work.

    (m) Seller shall not be responsible for any claims, damages, actions, costs, or other liabilities, whether direct or indirect, that may be caused by, resulting from, or relating to, mold. The discovery and/or removal of any mold or any hazardous materials is excluded from the scope of Seller’s work, and Seller reserves the rightto stop work until such mold or hazardous materials are removed.

12. Limitation of Liability

    (a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    (b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.

    (c) The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

13. Compliance with Law

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

14. Termination

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

15. Waiver

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Confidential Information

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

17. Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of fourteen (14) days following written notice given by it under this Section 16, either party may thereafter terminate this Agreement upon seven (7) days' written notice.

18. Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

19. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

21. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Massachusettswithout giving effect to any choice or conflict of law provision or rule (whether of the State of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Massachusetts.

22. Submission to Jurisdiction

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Massachusetts in each case located in the City of Boston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

23. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

26. Amendment and Modification

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. During the performance of the Services under this Agreement, if Buyer requests Goods or Services not specified in this Agreement, Seller may require such extra work to be considered an agreement separate and aside from this Agreement and may require payment for said extra work in advance.

IN WITNESS WHEREOF, the Parties hereto have caused these Terms to be executed as of the Effective Date by their respective officers thereunto duly authorized.

MANATEE ENERGY LLC
By__________
Name: Hannan Rhodes
Title: CEO
Date: September 6th 2024

[CUSTOMER NAME]
By__________
Date: ____________

EXHIBIT A

PRODUCT SPECIFICATIONS

EXHIBIT B

INVOICE