Complete Terms and Conditions of Sale

Definitions. “APB”
means All Points Boats, Inc dba APB, All Points Boats, Corp. “Purchaser” means
the Buyer, End-user Consumers, Resellers, Dealers, Distributors, or Licensees:
identified in the applicable document to which these Terms and Conditions of
Sale are referred to therein, irrespective of whether the document is an invoice,
order confirmation, quotation, statement, or other document (hereinafter, all
references to such documents and to the Terms and Conditions of Sale,
collectively, shall be made by reference to the “Agreement”). “Products” mean
the products, goods, equipment, supplies and services supplied by APB to
Purchaser as described in this Agreement.

Terms are Exclusive. THIS AGREEMENT CONSTITUTES THE COMPLETE AND FINAL
AGREEMENT OF PURCHASER AND APB RELATED TO THE PRODUCTS. THIS AGREEMENT MAY NOT
BE ADDED TO, MODIFIED OR SUPERSEDED EXCEPT IN A WRITING SIGNED BY AN EXECUTIVE
OFFICER OF APB, EVEN THOUGH OTHER TERMS MAY APPEAR ON PURCHASER’S DOCUMENTS
(ALL OF WHICH ARE HEREBY OBJECTED TO BY APB WITHOUT FURTHER NOTICE). THIS
AGREEMENT IS EXPRESSLY CONDITIONAL UPON PURCHASER’S CONSENT TO ANY TERMS
CONTAINED HEREIN THAT ARE ADDITIONAL TO OR DIFFERENT FROM THOSE CONTAINED IN
PURCHASER’S DOCUMENTS. IF PURCHASER ACCEPTS ANY PERFORMANCE BY APB, PURCHASER
WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Price. Unless otherwise
agreed, prices will be those set forth in APB’s pricing policies, proposal or
contract in effect at the time of tender of delivery. In the event Purchaser
changes its order (if and when permitted by APB), APB may adjust prices accordingly.
Unless otherwise stated, prices do not include applicable quotation fees,
taxes, excises, duties or other governmental impositions which APB may be
required to pay or collect, and if applicable, shall be paid by Purchaser.
Further, unless otherwise stated, all permits, licenses, or authorizations
necessary for the use of the Products will be obtained by Purchaser at its sole
expense. If this Agreement is a quotation, the terms and prices quoted (if any)
will be firm only if accepted by Purchaser within seven (7) days of the date of
the quotation. Unless otherwise stated in writing by APB, quoted prices do not
include costs for providing specific Product packaging and/or custom handling
services that are requested by Purchaser or are otherwise necessary due to the
nature of the Products being sold, and such costs will be included in the
amount invoiced to Purchaser. Quoted prices also do not include materials
and/or labor costs that may be associated with design work, dies, tooling,
markings, packaging and other items necessary for the fulfillment of a
Purchaser’s order, and such costs will be included in the amount invoiced to
Purchaser, unless otherwise agreed to in advance in the APB quotation form and
separated in line item form.

Payment, Collection and Security Interests. Unless otherwise agreed, payment for
Products shall be due upon receipt from the date of issuance on the invoice.
Payment terms and conditions are subject to change at APB’s discretion.
Purchaser must make timely payment of all invoices in full, with no deductions
or setoffs. If Purchaser does not pay in accordance with the payment terms, APB
reserves the right to charge Purchaser 1.50% per month, or the maximum rate
permitted by law, on the unpaid balance until paid in full. In the event that
Purchaser fails to make payment in accordance with the terms set forth in this
Agreement, APB is authorized by Purchaser to employ alternative collection
measures to obtain payment from Purchaser of past due amounts to include but
not limited to collecting from credit cards on file and using collection
agencies. Purchaser further agrees that any costs, expenses and fees (including
but not limited to reasonable attorneys’ fees) incurred by APB in attempting to
collect such past due amounts owed by APB shall be added to the past due amount
owed and shall be paid by Purchaser to APB. Purchaser hereby grants to APB a
security interest in the Products in order to secure Purchaser obligations hereunder
and agrees upon request of APB to execute any documents necessary to perfect
such interest and also grants APB power of attorney to execute such documents
on purchaser’s behalf. In the event the purchase price is not paid in
accordance with the payment terms, APB shall have all the rights and remedies
of a secured party as provided for in Article 9 of the Uniform Commercial Code.
Purchaser shall not sell, transfer, pledge, mortgage or otherwise encumber or
dispose of the property subject to this agreement unless and until all sums due
and owing APB hereunder have been paid in full. Purchasers are either End-user
Consumers, Resellers, Dealers, Distributors, or Licensees of APB products sold
under the APB brand, third party brand or APB brand private labeled under
Purchaser’ own trademarks and trade names.

Title & Risk of Loss: Title to goods shall pass to the Purchaser upon the date
that the Products are paid in full. All risk of loss passes to Purchaser at
goods shipping point.

Delivery. Unless otherwise
agreed, delivery of the Products will be F.O.B. APB’s plant or warehouse. Any
specified delivery date is approximate only and not guaranteed by APB. If the
Products are held by APB subject to receiving instructions from Purchaser, APB
may invoice the Products and Purchaser agrees to make payment in accordance
with this Agreement. Products invoiced and held at any location by APB will be
held at Purchaser’s risk and APB may charge for (but is not obligated to carry)
insurance and storage. Under no circumstance shall APB be liable to Purchaser
for any loss or damage to Products occurring during possession and/or transport
by carrier. When Purchaser has declared or manifested an intention not to
accept delivery in accordance with this Agreement, no tender will be necessary
but APB may, at its option, give notice to Purchaser that APB is ready and
willing to deliver and such notice will constitute a valid tender of delivery.

Discontinued Products: APB agrees to notify Purchaser in writing not less than six
(6) months in advance of the discontinuance of any Product. In the event APB is
unable to manufacture the Products for Purchaser (due to bankruptcy, fire, or
other event of force majeure), then Purchaser will have the right to
manufacture the Products (or have the Products manufactured for Purchaser),
and, in exchange, pay a reasonable royalty or license fee for such right. The
parties will establish an escrow account providing for the deposit of updated
copies of all information reasonably necessary for the manufacture of the
Products with a third party (to be agreed upon by the parties) under terms to
be agreed upon in good faith between the parties and such third party.
Purchaser agrees to cover the costs for establishing and maintaining of said
escrow account. APB will deposit in the escrow account all information
reasonably necessary for the manufacture of the Products prior to shipment of
the first order of Products. The conditions for the transfer of know-how
related to such manufacture shall be agreed upon separately in good faith by
the parties.

Force Majeure. APB
shall not be liable for failure to perform by reason of strikes, fires, floods,
unavoidable accidents, wars, delays in transportation, acts of God, or other
causes beyond its reasonable control. In connection with the foregoing,
Purchaser acknowledges that delivery of the Products is contingent upon APB’s
ability to obtain supplies, raw materials and services through its regular and
usual sources and thus, if for any reason beyond APB’s control, APB is not able
to meet anticipated deliveries, APB will not be liable therefore and may
postpone the delivery date(s) under this Agreement for a period of time which
is reasonable under all circumstances.

Warranties: All statements,
technical information and recommendations contained in APB ‘s literature, are
based on tests believed to be reliable, but the accuracy or completeness
thereof is not guaranteed, and the following is made in lieu of all warranties,
expressed or implied. APB warrants each new piece of equipment or part to be
free from defects in material and workmanship under normal use and maintenance
as herein provided. This warranty does not apply to components manufactured by
others such as, but not limited to, bearings, and engines; such components that
may or may not have their own warranties. APB ‘s sole obligation for any breach
of warranty or breach of contract for defects, deliberate or accidental
omissions, shall be limited to repairing, replacing, or allowing credit for, at
APB ‘s option, any part which, under normal and proper use and maintenance,
proves defective in material or workmanship within ninety (90) days after
delivery; provided, however, that notice of any such defect or omission and
satisfactory proof thereof is promptly given by Purchaser to APB in writing
within 10 days, and thereafter, such defective part is immediately returned to
seller with transportation charges prepaid, and APB’s examination proves such
part to have been defective. This warranty does not apply in respect to damages
to any product or accessory or attachment thereof caused by overloading or
other misuse, neglect or accident, nor does this warranty apply to any product
or accessory or attachment thereof, which has been repaired or altered in any
way which, in the sole judgment of APB, affects the performance, stability or
general purpose for which it was manufactured. In the manufacture of
Purchaser’s equipment, parts may be omitted, or equivalent functioning
equipment and components may be substituted for the original specified
equipment upon the sole judgment and discretion of APB. APB ‘s only obligation
shall be to repair or replace such quantity of the product proved to be defective.
This warranty does not obligate APB to bear any transportation charges or
personnel time in connection with the replacement or repair of defective parts.
This warranty does not obligate APB to bear any expense for travel time or of
personnel in connection with any service calls. APB will not, in any event, be
liable to the user for any consequential damages arising out of this sale for
the loss of use, lost profits or revenue, interest, lost goodwill or work
stoppage. APB shall not be liable for any injury, loss or damage, direct or
consequential, arising out of the use or the inability to use the product or
for environmental claims. It being understood that the seller has no means of
controlling the products final use; therefore, it shall be Purchaser’s
responsibility to determine suitability of product for intended use and
Purchaser assumes all risks and liabilities whatsoever, in connection
therewith. This warranty is in lieu of all other warranties (except of title),
expressed or implied, and there is no implied warranty of merchantability or of
fitness for a particular purpose. In no event shall APB be liable for
consequential or special damages. Used products are sold on an “as is” basis,
and there is no implied warranty of merchantability or of fitness for a
particular purpose, unless otherwise expressly stated on the face of this form.
APB makes no warranties, expressed or implied, except as specifically stated
herein. SUCH WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN
OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. APB
SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES OF ANY NATURE, EVEN IF APB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

Inspections and Acceptance of Claims. Each delivery of Products will be
inspected promptly by Purchaser for damage and defects; however, Purchaser must
notify APB of any claimed damage or defects no later than five (5) days
after Purchaser’s receipt of the Products. If Purchaser fails to so inspect or
notify APB, Purchaser will be deemed to have accepted the Products and to have
waived any claim for damage or defect. If Purchaser inspects the Products and
notifies APB within such period of its claim that the Products are damaged or
defective, APB will review Purchaser’s claim, and if APB determines such claim
to be valid, Purchaser and APB will mutually agree on the timing of curing such
damage or defect. Any remedy of Purchaser against APB shall be barred unless
notice is given in accordance with this Section. All actions by Purchaser for
breach of warranty against APB must be brought within one (1) year after the
cause of action thereon accrues.

Notice of Disclaimer: APB may, at its option, and solely as an accommodation to
Purchaser, make arrangements with third parties providing product and service
for equipment, parts or services. It is understood and agreed by APB and
Purchaser, that in no event shall APB have responsibility or any liability
whatsoever for any damages resulting from the acts and/or omissions of APB, or
such other companies, whether intentional, negligent or otherwise, and
Purchaser, agrees to release and hold harmless APB from any loss, expense,
damage or injury resulting from such acts or omissions.

General Indemnity. If Purchaser’s employees, associates or agents are on or
about APB’s premises or other property under APB’s control, or are working with
or using property owned by or under the control of APB, Purchaser will be
responsible for their acts and omissions and agrees to indemnify and hold APB
and its officers, employees, and agents harmless from all liability of any
nature for any claims or damages to property or injuries or death to persons
arising out of their acts or omissions including, without limitation: (a) any
claims arising from their failure to comply with applicable rules, regulations
and directions governing security, maintenance and safety; (b) any claims
against APB by or on behalf of any of them for injury or otherwise; and/or (c)
any claims against APB resulting from Purchaser’s failure to maintain workers’
compensation or other public or private insurance with respect to any of them.
The foregoing indemnity will also extend to, without limitation, claims
asserted under the workers’ compensation laws of the State of Florida or any
other jurisdiction and any consequential increased premium or contribution
costs of or for securing workers’ compensation insurance, whether public or
private, and/or any consequential costs of or for the direct payment of any
such workers’ compensation benefits. Purchaser hereby expressly waives any
statutory and/or constitutional immunity to which, but for this waiver, it
might be entitled as an employer in compliance with the State of Florida
workers’ compensation laws, or under any other employee benefit statute or
similar laws of any jurisdiction.

Infringement Indemnification. Purchaser will defend, indemnify and hold APB and its
officers, employees, and agents harmless from and against any and all claims,
demands, actions, liabilities, damages, or expenses (including reasonable
attorneys’ fees) arising out of or in connection with any alleged infringement
of any patent, copyright, trademark or other intellectual property right
related to Products made specifically by APB for Purchaser as long as: (a) APB
gives Purchaser prompt notice of any such claim, etc. and/or an opportunity to
settle or defend it as Purchaser may see fit; and (b) APB gives Purchaser its
reasonable assistance, at Purchaser’s expense, in connection with the defense
and/or settlement of such claim. APB reserves the right to cancel Purchaser’s
order, without liability, if, in APB’s opinion, the manufacture, sale or use of
the Products would infringe any patent, copyright, trademark or other
intellectual property right related to Products.

Permissible Variations. APB has the right to make changes in the composition or
formula of the Products which, in APB’s opinion, do not affect the general
characteristics or properties of the Products or are within applicable
government or industry standards or tolerances.

Cancellation. Orders
may not be cancelled or modified by Purchaser except with the express written
consent of APB. APB may cancel or terminate all or part of the contract
evidenced by this Agreement immediately if: (a) Purchaser is materially
delinquent on any of its obligations hereunder or under any other order or
transaction with APB; (b) Purchaser becomes insolvent; (c) a receiver under
Title 11 U.S.C., as amended (the “Bankruptcy Code”) is appointed for or on
behalf of Purchaser, or a case under any chapter of the Bankruptcy Code is
commenced for, by or against Purchaser; (d) Purchaser suspends or terminates
business or makes an assignment for the benefit of creditors; or (e) any event
occurs, whether or not similar to the foregoing, which in APB’s good faith
belief materially impairs the prospect of payment or performance by Purchaser. APB’s
right to cancel or terminate an order pursuant to this section may be exercised
by APB without liability to Purchaser for any damages.

Safety. Purchaser
warrants that it will comply with all OSHA and other safety-related laws,
regulations, standards and requirements which are applicable to the use of
Products in Purchaser’s business.

Quality Assurance: The Product shall be manufactured in accordance with APB
Manufacturing standards. Purchaser acknowledges that all information obtained
shall be deemed proprietary information pursuant to Confidentiality.

Ownership of Intellectual Property: The Purchaser acknowledges and agrees
that APB is the exclusive owner of all rights and goodwill, if any, in all
intellectual property disclosed in conjunction including, but not limited to,
all proprietary information, patents, patent applications, trademarks, trade
names, logos, trade dress, trade secrets, and copyrights used on or in
conjunction with the APBs product specifications, proposals, marketing and promotional
materials for such products (collectively, the “Intellectual Property”). The
Purchaser agrees that it will not at any time claim ownership of or challenge APBs
rights in any of the Intellectual Property unless any subsequent transaction
documents authorize the purchaser to do so.

Value: Each Receiving
Party agrees and acknowledges that all Confidential Information is
confidential, proprietary and of the highest value to the Disclosing Party and
shall not be used by the Receiving Party in a competitive manner or in a manner
otherwise detrimental or adverse to the best interests of the Disclosing Party.

Product Trademarks, Logos and Copyrights: Purchaser agrees that the Products
purchased and/or licensed hereunder shall be sold or leased by Purchaser only
under the trademarks, trade names or logos (collectively the “Purchaser
Marks”) of Purchaser. Purchaser shall not alter or remove any copyright,
trademark, trade secret, proprietary and/or other legal notices of APB or third
parties contained on or in the Products. The existence of any such copyright
notice shall not be construed as an admission, or be deemed to create a
presumption, that any alterations of such Products have occurred. APB shall
label all Products with Product serial numbers; Purchaser may specify Product
electrical data, Purchaser Marks and such other label information as. Purchaser
shall provide APB with camera-ready artwork necessary for the labeling of the
Products, which shall include, without limitation: Purchaser Marks, Product
serial numbers, electrical data label information, and such additional
information as may be specified by Purchaser. Purchaser shall be responsible
for the costs of such labeling. Purchaser shall be responsible for ensuring
that the Products and all labeling conform to applicable rules and regulations
with respect to electrical standards established by Underwriter’s Laboratories
(“UL”) for the United States and Canada and by European
(“CE”). Purchaser shall be responsible for the costs of registration.
The parties will discuss in good faith the apportionment of costs for ensuring
conformity of the Products to rules of other applicable standard setting
organizations in the applicable jurisdictions. Purchaser shall be responsible
for the costs of registration with such other standard setting organizations in
the applicable jurisdictions.

Confidentiality. Purchaser
will not disclose or otherwise disseminate, directly or indirectly, any of the
terms of this Agreement or any other information of APB given to or received by
Purchaser or its associates or agents, unless Purchaser received APB’s written
permission or such information is required to be disclosed by law or becomes
part of the public domain through no fault of Purchaser, its associates or
agents. In the performance of or otherwise in connection with this Agreement,
one party (“Discloser”) may disclose to the other party (“Recipient”) certain
Confidential Information of the Discloser. (1) The Recipient will treat such Confidential
Information as confidential and proprietary of the Discloser and during and
after the Term will: (a) use the Confidential Information of the Discloser
solely for the purposes set forth in this Agreement; (b) take suitable
precautions and measures to maintain the confidentiality of the Confidential
Information of the Discloser; and (c) not disclose or otherwise furnish the
Confidential Information of the Discloser to any third party other than
employees or independent contractors of the Recipient who have a need to know
the Confidential Information to perform its obligations under this Agreement,
provided such employees or independent contractors are obligated to maintain
the confidentiality of the Confidential Information. (2) The obligations under
this Section will not apply to any: (a) approved use or approved disclosure of
any information pursuant to the exercise of the Discloser’s rights under this
Agreement; (b) information that is now or hereafter becomes generally known or
available to the public other than through a violation of this Agreement; (c)
information that is obtained by the Recipient from a third party (other than in
connection with this Agreement) who was not under any obligation of secrecy or
confidentiality with respect to such information; (d) information that is
independently developed by the Recipient without reference to any Confidential
Information; (e) any disclosure required by applicable law, provided that the
Recipient will use reasonable efforts to give advance notice to and cooperate
with the Discloser in connection with any such disclosure, and provided further
that the Recipient shall limit such disclosure to only that information that is
required to be disclosed; and (f) any disclosure made with the explicit consent
of the Discloser. The Recipient shall promptly return to the Discloser all
copies of any Confidential Information of the Discloser in its possession or
control upon request, or in any event, upon any termination or expiration of
the Term.

Exclusive Source Relationship: Reseller/Dealer/Distributor: Purchaser acknowledges and
agrees that in exchange for the favorable pricing and special service offerings
being made available to Purchaser, Purchaser agrees to promote and source its
products business solely from APB.

Customization for the Market: Reseller/Dealer/Distributor: Any APB branded or private
label products may not be altered and if modifications to include Purchaser
adding their own power or product improvements, the Purchaser shall indemnify
and hold APB and its respective affiliates, directors, officers, employees and
agents harmless from and against any and all claims, losses, liabilities and
damages of any kind (including reasonable attorney’s fees) resulting from or
based on any modifications committed by the customer, or its officers,
directors, agents or employees.

Non-Solicitation, Non-Compete Covenants: Reseller/Dealer/Distributor: During the
period of this agreement and for a period of 2 years after termination of this
agreement, Purchaser will not directly or indirectly solicit, induce or attempt
to induce any employee or subcontractor of APB, to terminate his or her
employment or relationship with APB. APB agrees that it shall not directly or
indirectly solicit, induce or attempt to induce any employee of Purchaser to
terminate his or her employment with Purchaser. For the period beginning on
this date and ending two (2) years after the last date of product purchased,
Purchaser will not operate, own, consult for, sell to, or be employed by any
other business which competes with APB’s business or the individual products
purchased, or any part of it, and to devote its best efforts to promote,
market, report and sell APB Products in a professional manner consistent with
highest industry standards. For a period beginning on this date and ending two
(2) years after the last date purchased, Purchaser will not carry on or engage
in products similar to APB’s business, or any part of it. For a period
beginning on this date and ending two (2) years after the last date purchased,
Purchaser will not solicit customers of APB. For a period beginning on this
date and ending two (2) years after the last date purchased, Purchaser will not
solicit Distributors or independent Distributors of APB to cease Representation
with APB or to cease working for Company or to go to work for anyone other than
APB. For a period beginning on this date and ending two (2) years after the
last date purchased, Purchaser will not solicit any other product lines or copy
or duplicate products directly or indirectly in competition with the lines
carried by APB. This provision shall survive the termination of this agreement
for the period stated herein. A violation by the Purchaser of this paragraph
shall be deemed a material violation of this Agreement and will justify legal
and/or equitable relief specifically including injunctive relief; it being
recognized by the parties that damage will be incurred by APB for which there
is no adequate legal remedy by law. If such a violation occurs and APB seeks
legal remedy resulting in an injunction or judgment in the favor of APB, the
Purchaser shall be responsible for reimbursing Seller for all reasonable legal
expenses incurred.

Return of Confidential Information: Upon the Disclosing Party’s written
request, all Confidential Information, including, without limitation, all
copies of all documents and other materials which the Receiving Party (a) has
received containing Confidential Information, or (b) has prepared based upon
such Confidential Information, in any form whatsoever, shall be immediately
returned upon demand to the Disclosing Party, along with a certificate signed
by an authorized officer of the Receiving Party (as applicable) that all such
information has been returned, and that none of the Confidential information
has been retained by the Receiving Party in any form. In the alternative the
Receiving Party may destroy such confidential information and ratify such
destruction.

Non-Circumvention: Each party understands and agrees that the purpose of this
Agreement is to evaluate the Transaction. Neither party shall directly nor
indirectly interfere with, circumvent or attempt to circumvent, avoid or
by-pass or obviate each other’s interest with respect to any third party for
the purpose of (a) directly or indirectly changing, increasing, or avoiding the
payment of proposed or actual consideration in any form or (b) taking unfair
commercial advantage of pre-existing business relationships of the other party
so as to by-pass or deprive the other party of a commercial or economic benefit
to which such party may or would otherwise be entitled.

Notices: Whenever, by the
terms of this Agreement, notice, demand or other communication shall or may be
given to either party, the same shall be in writing and shall be addressed to
the other party at its address first set forth above, or to such other address
or addresses as shall from time to time be designated by written notice by
either party to the other in accordance with the Notices Section. All notices
shall be sent by registered or certified mail, return receipt requested, by
delivery or by Federal Express or other comparable courier providing proof of
delivery, and shall be deemed duly given and received (a) if mailed, on the
tenth business day following the mailing thereof, or (b) if sent by courier or
if delivered, the date of its receipt (or, if such day is not a business day,
the next succeeding business day).

Waivers: No delay or
omission on the part of either party to this Agreement in requiring performance
by the other party or in exercising and right hereunder shall operate as a
waiver of any provision hereof or of any right or rights hereunder; and the
waiver, omission or delay in requiring performance or exercising any right
hereunder on any one occasion shall not be construed as a bar to or waiver of such
performance or right, or of any right or remedy under this Agreement, on any
future occasion. A waiver must be in writing, executed by the party against
which enforcement is sought, in order to be enforceable.

Section Headings: Section
headings are for descriptive purposes only and shall not control or alter the
meaning of this Agreement.

Rights and Remedies: All rights and remedies of either party hereunder shall be
cumulative and may be exercised singularly or concurrently. The failure of
either party, in any one or more instances, to enforce any of the terms of this
Agreement shall not be construed as a waiver of future enforcement of that or
any other term. No rights or licenses with respect to the Products are granted
or deemed granted hereunder or in connection herewith, other than those rights
expressly granted in this Agreement.

Registration: In
the event that this Agreement is required to be registered with any
governmental authority, Purchaser shall cause such registration to be made and
shall bear any expense or tax payable in respect thereof.

Assignment and Corporate Reorganization: Neither this Agreement nor any rights
granted hereby may be assigned by either party voluntarily or by operation of
law without the other party’s prior written consent (which will not be
unreasonably withheld) and any such attempted assignment shall be null and
void. For purposes of this Agreement, “assignment” shall be deemed to
include the transfer of all or substantially all of the assets of, or a majority
interest in the voting stock of, either party, or the merger of either party
with one or more entities. This Agreement shall inure to the benefit of and be
binding upon any successor or assign of either party.

Entire Contract: This
Agreement are the complete terms and conditions of APB’s Purchase Sale
Agreement and contains the entire agreement of the parties regarding the
subject matter of this Agreement, and there are no other promises or conditions
in any other agreement whether oral or written which have not merged into this
agreement. Entire agreement and applicable law the rights and obligations of APB
and Purchaser shall be governed by the laws of the state of Florida, U.S.A. In
force on date hereof. The provisions hereof are intended by Purchaser and APB
as a final expression of their agreement, and are intended also, as a complete
and exclusive statement of all terms. No waiver, modification, or addition to
any of the terms hereof shall be binding on APB. In the event of conflict
between Purchaser’s purchase order and the terms hereof, the APB’s terms shall
control and shall be valid and enforceable to the fullest extent permitted by
law.

Corrections: Typographical,
electronic or clerical errors contained herein are subject to correction by APB.

Fair labor standards: APB ‘s products are produced in the United States and
other countries in conformity with all applicable provisions of fair labor
standards act of 1938 as amended, and any regulations and orders of the United
States Department of Labor issued hereunder.

Breach: In case of
breach of this agreement by Purchaser, APB shall give Purchaser written notice
and a reasonable opportunity to cure the breach. If the breach continues, APB
shall be entitled to equitable and injunctive relief to restrain Purchaser from
violations of the covenants herein. Such relief shall be in addition to and
cumulative of any other remedy available to APB for the breach of the
covenants. The parties agree that, if Purchaser violates any of these
covenants, that APB would be irreparably harmed. The prevailing party in any
litigation involving this instrument shall be entitled to recover treble
damages and reasonable attorney fees. Purchaser shall be responsible for all
costs of collection of outstanding indebtedness, including but not limited to
attorney’s fees and court costs to seller. Purchaser shall reimburse APB for
any and all litigation expenses seller incurs as a result of an unsuccessful
Purchaser claim. The jurisdiction and venue of the court for any litigation,
state or federal, brought by the Purchaser and/or APB shall be located in venue
determined solely by APB.

Equitable Relief: Nothing
in this Agreement will prevent a party from bringing an action for equitable or
injunctive relief in any court of competent jurisdiction to compel the other
party to comply with its obligations under the Agreement.

Relationship of the Parties: Nothing contained in this Agreement shall be deemed to
constitute either party as the agent or representative of the other party, or
both parties as joint ventures or partners for any purpose. Neither party shall
be responsible for the acts or omissions of the other party, and neither party
will have authority to speak for, represent or obligate the other party in any
way without prior written authority from the other party.

Severability: If
any provision of this Agreement shall for any reason be held illegal or
unenforceable, such provision shall be deemed separable from the remaining
provisions of this Agreement and shall in no way affect or impair the validity
or enforceability of the remaining provisions of this Agreement, unless removal
of the invalidated provision renders another provision impossible to perform or
inconsistent with the intent of the parties.

Term and Termination: Upon the occurrence of an Event of Default (as defined
below), the non-defaulting party, in its sole discretion, shall have the right
to terminate this Agreement, in addition to any other remedy or remedies which
may be available to it under this Agreement, at law or in equity. In addition,
upon the occurrence of an Event of Default by Purchaser, APB shall have the
right to cancel any or all unfilled orders for Products submitted by Purchaser.
The following events shall be deemed “Events of Default” with respect
to the party engage in such activity:(a) Either party breaches its obligations,
(b) Either party fails to perform any of its covenants, obligations or
responsibilities under this Agreement which failure remains uncured for thirty
(30) days after notice thereof from the non-defaulting party; provided that the
non-defaulting party delivers written notice to the defaulting party within
ninety (90) days of the alleged default; (c) The dissolution, termination of
existence, liquidation, insolvency or business failure of either party, or the
appointment of a custodian or receiver for either party or any part of its
property if such appointment is not terminated or dismissed within sixty (60)
days; (d) The institution by either party of any proceeding under the United
States Bankruptcy Code or any other federal, national or state bankruptcy,
reorganization, receivership, insolvency or other similar law affecting the
rights of creditors generally or the making by either party of a composition or
any assignment or trust mortgage for the benefit of creditors; and (e) The
institution against either party of a proceeding under the United States
Bankruptcy Code or any other federal, national or state bankruptcy,
reorganization, receivership, insolvency or other similar law affecting the
rights of creditors generally, which proceeding is not dismissed within sixty
(60) days of filing.

Miscellaneous. If
any of the provisions of this Agreement are deemed invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will in no way be affected or impaired thereby. This Agreement and
the contractual relationship between APB and Purchaser shall be governed by and
construed under the internal laws of the State of Florida (without regard to
Florida conflicts of law principles). No right or interest in the contract
arising from this Agreement may be assigned by Purchaser and no delegation of
any obligation owed by Purchaser may be made without the prior written
permission of APB. The rights and remedies of APB herein will be cumulative and
additional to any other or further rights and remedies provided in law or
equity. Waiver by APB or Purchaser’s performance, or inaction with respect to
Purchaser’s breach of any provision of this Agreement, or failure of APB to
enforce any provision of this Agreement (including, without limitation, the
imposition of any finance charge), will not be deemed a waiver of future
compliance therewith or a course of performance modifying such provision, and
such provision will remain in full force and effect as written. The titles and
headings of the various sections of this Agreement are solely for convenience
and are not part of the Agreement for purposes of interpreting the provisions
hereof.

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