ex10_45.htm


    
      

    

    [POSTEC
Logo]

    
      
        
          
            	 	
                    Bill To:

                  
	 	
                    AT5343

                    Shop
      Rite

                    55
      Hannah Way

                    Rossville,
      GA

                  


          

        

      

    

    


    
      
        
          	 
      	
                  Ship To:

                
	
                  IBM
      SurePOS 723 ACE V6.2 Bundle

                  5
      Lane Pricing IR-V3-SSB w/ BR Data

                  February
      6, 2009

                  Description

                	
                  AT5343

                  Shop
      Rite

                  Chatsworth,
      GA

                


        

      

    

    


    
      
        
          
            
              
                	 
      	 	
                        List
      Price

                      	 	 	
                        Discounted

                        Price
      to

                        Retailer

                      	 
	
                        IBM
      SurePOS 723 IR V3 SSB

                      	 	$	39,797	 	 	$	21,246	 
	
                        POS
      Peripherals, Programming, Installation and Training

                      	 	$	26,685	 	 	$	18,180	 
	 
      	 	 	 	 	 	 	 	 
	
                        Total
      Front End System:

                      	 	$	66,482	 	 	$	39,396	 
	 
      	 	 	 	 	 	 	 	 
	
                        Back
      Office System

                      	 	$	22,306	 	 	$	21,396	 
	 
      	 	 	 	 	 	 	 	 
	
                        EPS
      Firewall System

                      	 	$	5,685	 	 	$	5,685	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                        Total
      Investment without Bundled
      Discounts to Retailer

                      	 	$	94,473	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                        Total
      Investment including
      Bundled Discounts to Retailer

                      	 	 	 	 	 	$	66,477	 
	 
      	 	 	 	 	 	 	 	 
	
                        Total
      Savings on Investment by Purchasing Bundle

                      	 	$	(27,996	)	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                        Less
      NCR Hardware Trade-in:

                      	 	 	1,500	 	 	$	(7,500	)
	 
      	 	 	 	 	 	 	 	 
	
                        NET
      INVESTMENT:

                      	 	 	 	 	 	$	58,977	 


              

            

          

        

      

    

    


    *One Year Warranty on
IBM SurePOS ACE System

    *Applicable
Sales Tax not included

    *50%
Deposit/50% Balance due on Delivery

    Standard
Lead Times are 4-6 Weeks from receipt of signed order and
deposit/PO

    


    
      
        
          	
                    /s/ Paul R.
Cook

                	 
      	
                  2/20/09

                	 
	
                   Retailers
      Signature of Purchase Approval

                	 
      	
                  Date

                	 


        

      

    

    


    Pricing
Valid for 30 Days

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SALES
CONTRACT

    
      
        	
                [POSTEC
      Logo]

              	 
      	 
      	
                Postec,
      Inc

              	 
      
	 
      	 
      	 
      	
                Roswell,
      GA

              	 
      


      

    

    


    THIS
SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

    


    
      	
              1.

            	
              This
      Sales Contract shall be effective only when accepted by an officer of
      POSTEC, and executed by both
parties.

            


    

     

    
      	
              2.

            	
              Assent
      of Customer to the terms and conditions of sale set forth below and on the
      reverse side hereof shall be conclusively presumed from failure of
      Customer reasonably to object in writing and from acceptance by Customer
      of all or any part of the material
ordered.

            


    

     

    
      	
              3.

            	
              The
      down payment amount listed on the reverse side represents a non-refundable
      payment as reimbursement for systems consultation services associated with
      site evaluation, system presentation and/or programming documentation of
      the equipment and order processing
costs.

            


    

     

    
      	
              4.

            	
              Title,
      ownership and right to possession of the equipment listed on the reverse
      side shall remain with POSTEC until all sums due under this contract are
      paid.  If payment is not made when due, then POSTEC shall have
      the immediate right to enter any premises where the equipment is located
      and to take possession the equipment without notice or demand and without
      legal proceedings and Customer agrees to pay on demand a reasonable
      equipment rental fee and all expenses which have been reasonably incurred
      by POSTEC including, but not limited to, unreimbursed training and
      installation expenses, attorney's fees and court
  cost.

            


    

     

    
      	
              5.

            	
              Any
      financing documents executed in connection with this contract, including,
      but not limited to, any promissory note, security agreement or financing
      statement shall be deemed to be a part of this
  contract.

            


    

     

    
      	
              6.

            	
              POSTEC
      will endeavor in good faith to deliver products purchased by Customer
      pursuant to this Agreement within the time specified in POSTEC’s order
      acceptance, but POSTEC shall not be liable for any delay in delivery or
      failure to deliver caused by unavailability of materials, strike or other
      labor related difficulties, interruption of production due to mechanical
      or technical reasons, government interfaces or major
  force.

            


    

     

    
      	
              7.

            	
              All
      claims for shortage or damage prior to delivery shall be deemed waived
      unless made in writing and delivered to POSTEC within ten days after
      delivery of the equipment to the
Customer.

            


    

     

    
      	
              8.

            	
              Upon
      delivery, all risk of loss or damage to the equipment from any cause
      whatsoever shall be borne by
Customer.

            


    

     

    
      	
              9.

            	
              The
      price listed on the reverse side may include initial programming and
      training of personnel in the use and operation of the
      equipment.  POSTEC and Customer agree that POSTEC’s sole
      obligation for training is to supply a qualified instructor for the
      designated number of training hours.  POSTEC neither warrants
      nor represents that after such training time any specific individual or
      individuals designated by Customer will be able to properly use and
      operate the equipment.  Any additional training time will be
      billed by POSTEC at its prevailing
rates.

            


    

     

    
      	
              10.

            	
              The
      price listed on the reverse side includes installation of the equipment,
      except that it is expressly understood that installation of the requisite
      AC power lines is the sole responsibility of the
      Customer.  Customer acknowledges receipt of documentation
      concerning the requirements for dedicated, isolated and insulated AC power
      line for all POSTEC equipment.  POSTEC shall not be responsible
      for the inspection of such electrical installation.  Customer
      acknowledges and agrees that POSTEC's warranty is conditioned upon
      Customers providing conditions conforming to POSTEC’s specifications
      including a dedicated telephone/modem
line.

            


    

     

    
      	
              11.

            	
              POSTEC
      warrants that upon delivery, the equipment shall be in good working
      order.  After delivery, should any part of the equipment prove
      to be defective in material or workmanship, POSTEC will repair or replace
      such part at no charge to Customer for a period of one year including
      parts and labor. This warranty is available Monday through Friday from
      9:00 AM to 5 00 PM, excluding holidays.  Labor charges for
      warranty service performed outside of this time period will be billed,
      including travel, at the prevailing rate.  THIS IS THE ONLY
      WARRANTY MADE AS TO THE EQUIPMENT AND IS IN LIEU OF ALL OTHER WARRANTIES,
      EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTY OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  POSTEC'S
      SOLE OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR
      REPLACEMENT OF THE EQUIPMENT OR PARTS THEREOF.  IN NO EVENT
      SHALL POSTEC OR ITS EMPLOYEES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF
      USE OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL
  DAMAGES.

            

 

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              12.

            	
              Warranty
      coverage will not be extended for repairs made necessary by damages due to
      fire, water, storm, burglary, power line fluctuations, spillage, accident,
      negligence, or abuse.  The warranty specifically excludes
      damages to the printer heads or printer motors caused by paper jams or
      insertion of foreign objects between the printer head and the print
      surface.  Any repair resulting from such causes or events will
      be performed only after Customer approval of estimated costs to
      repair.

            


    

     

     

    
      	
              13.

            	
              This
      contract constitutes the entire contract between Customer and POSTEC and
      may not be amended except by a writing signed by both Customer and
      POSTEC.  Customer expressly represents to POSTEC that no
      officer, employee, representative or agent of POSTEC has made or entered
      into any oral agreement, promise or understanding which conflicts with any
      of the terms set forth in this
contract.

            


    

     

    
      	
              14.

            	
              This
      contract shall be governed by and construed according to the laws of the
      state of Georgia.

            


    

     

    
      	
              15.

            	
              This
      contract shall be binding upon and insure to the benefit of POSTEC and
      Customer and to the successor or assigns of the entire business and assets
      of either of them or of that part of the business and assets of either
      used in the performance of this contract.  It is anticipated and
      understood that POSTEC will subcontract certain of its obligations under
      contract to POSTEC service representatives.  This contract is
      not otherwise assignable without the written consent of the other
      party.

            


    

     

    
      	
              16.

            	
              The
      lack of enforcement, the invalidity for unenforceability of a provision in
      this contract shall not render any other portion or term of the contract
      invalid or unenforceable.

            


    

     

    
      	
              17.

            	
              POSTEC
      shall have the right to terminate any order, or to delay the shipment
      thereof, by reason of the filing of bankruptcy or insolvency proceedings
      relating to the Customer, breach of any of the terms of this contract,
      assignment without advance written approval, the tendency of any
      proceedings against Customer of the Customer's failure to meet any other
      reasonable requirements established by POSTEC.  20% Restocking
      on all returned items.

            


    

     

    
      
        	 
      	
                  /s/ PRC

              	 
      
	 
      	
                Customer
      Initials

              	 
      


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    SALES
CONTRACT

    
      
        	
                [POSTEC
      Logo]

              	 
      	 
      	
                Postec,
      Inc

              	 
      
	 
      	 
      	 
      	
                Roswell,
      GA

              	 
      


      

    

    


    THIS
SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

    


    
      	
              18.

            	
              POSTEC
      will not be liable for any loss or damage resulting from any data loss,
      virus, and/or network security issue which affects customer hardware or
      software.  POSTEC will, at customer’s sole expense, make
      available backup and restoration, anti-virus, or network security
      hardware/software but makes no warranties in relation
    thereto.

            


    

     

    
      	
              19.

            	
              Viruses
      and Security.  It is Customer’s responsibility to have and
      maintain in place virus protection software and security for all of its
      systems and data, which such security includes firewalls, passwords,
      physical security, and access control policies.  If Customer’s
      systems have persistent connections to the Internet, or transmit credit
      card or gift card transactions over the internet, or use SSL to transmit
      credit card or gift card transactions, or otherwise have persistent
      connections to any network where there is potential for unauthorized
      access, Customer acknowledges that the security and protection of the
      network and the data and applications on that network, including
      protections against unauthorized access, is solely and entirely Customer’s
      responsibility.  A properly configured firewall is required for
      each site using a persistent connection to the public internet or any
      private network where there is a potential for unauthorized access to the
      point of sale network.  Customer acknowledges that, to be
      effective, virus protection software, system passwords, and other security
      software require periodic and routine updates, which Customer must obtain
      from its supplier or the manufacturer, as
  appropriate.

            


    

     

    
      	
              20.

            	
              POSTEC
      DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT, AFTER THE INITIAL
      INSTALLATION BY POSTEC OF ANY POSTEC INSTALLED SOFTWARE, THE SOFTWARE OR
      CUSTOMER’S DATA WILL REMAIN VIRUS-FREE.  SUPPORT OR SERVICES
      HEREUNDER NECESSITATED BY COMPUTER VIRUSES, OR BY ANY FAILURE OR BREACH OF
      CUSTOMER’S SECURITY FOR ITS SYSTEMS OR DATA, INCLUDING, WITHOUT
      LIMITATION, DAMAGED CAUSED BY PERSONS LACKING AUTHORIZED ACCESS, ARE NOT
      COVERED UNDER THIS AGREEMENT, AND WILL BE SUPPLIED ONLY UPON CUSTOMER
      REQUEST AND ON A REASONABLE EFFORTS BASIS. CUSTOMER WAIVES ANY CLAIMS
      HEREUNDER AGAINST POSTEC TO THE EXTENT ARISING FROM CUSTOMER’S FAILURE TO
      HAVE OR MAINTAIN CURRENT VIRUS PROTECTION, OR TO THE EXTENT ARISING AS A
      RESULT OF A FAILURE OR BREACH OF CUSTOMER’S SECURITY FOR ITS SYSTEMS OR
      DATA, OR AS A RESULT OF ANY UNAUTHORIZED ACCESS TO CUSTOMER’S SYSTEMS,
      WHICH SUCH UNAUTHORIZED ACCESS CUSTOMER ACKNOWLEDGES CANNOT IN ALL CASES
      BE PREVENTED EVEN IF REASONABLE STEPS HAVE BEEN TAKEN.  IF
      REQUESTED BY CUSTOMER, POSTEC SHALL PROVIDE, ON A RESONABLE EFFORTS AND ON
      A TIME AND MATERIAL BASIS, SUPPORT OR SERVICES TO ADDRESS DAMAGE CAUSED
      BY, BUT NOT LIMITED TO, ANY OF THE FOLLOWNG:  CUSTOMER’S FAILURE
      TO HAVE CURRENT VIRUS PROTECTION; CUSTOMER’S FAILURE TO MAINTAIN VIRUS
      PROTECTION; DAMAGE ARISING AS A RESULT OF A FAILURE OF CUSTOMER’S SECURITY
      FOR ITS SYSTEMS OR DATA; DAMAGE ARISING AS A RESULT OF A BREACH OF
      CUSTOMER’S SECURITY FOR ITS SYSTEMS OR DATA; OR DAMAGE AS A RESULT OF ANY
      UNAUTHORIZED ACCESS TO COMPUTER SYSTEMS.  SUCH SUPPORT AND
      SERVICES SHALL BE BILLED AT THE PREVAILING STANDARD POSTEC
      RATE.

            


    

     

    


    
      
        	 
      	 
      	
                  /s/ PRC

              	 
      
	 
      	 
      	
                Customer
      Initials