SURPLUS & PRIME WORLDWIDE FZ LLC

DEPOSIT AGREEMENT TERMS

This DEPOSIT AGREEMENT (the Agreement") is made by and between the company named below (referred to as "Buyer") and Surplus and Prime Worldwide, Inc. ("Surplus and Prime Worldwide"), on the date stated below (the "Effective Date").

WHEREAS, Buyer is a registered user of the Surplus and Prime Worldwide Web Site ("Site") and has thereby agreed to the Site Terms and Conditions which are hereby incorporated by reference in this Agreement (referred to as the "Terms"; and all capitalized terms not defined herein shall be as defined in the Terms);

WHEREAS, Buyer has submitted to Surplus and Prime Worldwide a Bid Amount for the purchase of the Products posted by Surplus and Prime Worldwide on the Site and further identified in Schedule 1 (the "Products").

WHEREAS, the Bid Amount, less the amount to be paid to Surplus and Prime Worldwide for its services rendered and to be rendered (the "Surplus and Prime Worldwide Services") as further described in this Agreement (the "Deposit Amount"), has been tentatively approved by the Seller for the sale of the Products to Buyer.

WHEREAS, Buyer agrees to deposit with Surplus and Prime Worldwide the Deposit Amount, as stated in Schedule 1 to enable Buyer to close the purchase of the Products with Seller.

WHEREAS, the terms of this Agreement shall control the obligations of Buyer and Surplus and Prime Worldwide with respect to the Deposit Amount.

1. The Surplus and Prime Worldwide Services.

(a)Surplus and Prime Worldwide has furnished labor, overhead, personnel, materials, skills, supplies, equipment, computers and other services, including conducting the Surplus and Prime Worldwide Auction, leading up to the Buyer submitting its Bid Amount to Surplus and Prime Worldwide for the purchase of the Products from Seller (the "Surplus and Prime Worldwide Services").

(b)The Bid Amount, less the Deposit Amount to be paid to Surplus and Prime Worldwide for its providing the Surplus and Prime Worldwide Services, has previously been submitted by Surplus and Prime Worldwide to Seller for preliminary acceptance by Seller.

2. Buyer Payment of Deposit Amount.

(a)Following execution by Buyer and Surplus and Prime Worldwide of this Agreement, Surplus and Prime Worldwide shall invoice Buyer for the immediate payment of the Deposit Amount. The Invoice and Deposit Amount shall be payable upon receipt and delivery of the Deposit Amount shall be made by the Buyer to Surplus and Prime Worldwide in cash, cashier's check, certified check, wire transfer, or equivalent readily available funds.

(b)Upon the receipt by Surplus and Prime Worldwide of the Deposit Amount, Surplus and Prime Worldwide will transfer and assign to Buyer specific information known by Surplus and Prime Worldwide regarding the Products and the Seller (the "Products Information")

3. Time to Complete Buyer's Purchase of the Products from Seller.

(a)Buyer shall have five calendar days following the receipt by Buyer of the Products Information (the "Buyer Inspection and Closing Period"), to complete its inspection and investigation of the Products and to complete its purchase of the Products from Seller.

(b)Buyer shall at any time prior to the expiration of the Buyer Inspection and Closing Period notify Surplus and Prime Worldwide in writing of Buyer's decision to not purchase the Products and to cancel this Deposit Agreement, and upon receipt of such notice, Surplus and Prime Worldwide shall return or have returned, the Deposit Amount to Buyer (the "Buyer Request for Repayment of Deposit Amount"); provided that notwithstanding the foregoing, the Buyer may not submit a Buyer Request for Repayment of Deposit Amount if the request is on account of the Buyer not having sufficient funds to purchase the Products from Seller.

(c)At any time following the Buyer Request for Repayment of Deposit Amount and the delivery by Surplus and Prime Worldwide to Buyer of the Deposit Amount, should Buyer purchase the Products from Seller, the Deposit Amount shall become immediately due and payable to Surplus and Prime Worldwide and Buyer shall promptly pay such Deposit Amount to Surplus and Prime Worldwide.

(d)Upon the earlier of either Buyer's completed purchase of the Products from Seller or after the Buyer Inspection and Closing of Purchase of Products Period, all title and ownership of the Deposit Amount shall pass to Surplus and Prime Worldwide, and at no time thereafter shall Surplus and Prime Worldwide have any obligation to return the Deposit Amount to Buyer, including but not limited to the inability of Buyer to finalize its purchase of the Products from the Seller, on account of the Seller refusing Buyer delivery of the Products or to allow Buyer to take possession of the Products, or any claim of warranty or otherwise with respect to ownership or quality of the Products or any deficiency relating thereto.

4. Surplus and Prime Worldwide Sole Duties with Respect to Buyer and the Products.

(a)For any agreement on the sale of Products unless otherwise agreed to in writing as between Buyer and Seller, Buyer agrees: (a) ALL PRODUCTS ARE SOLD "AS IS, WHERE IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE EXPRESSLY SET FORTH IN THE TERMS OF SALE FOR SUCH ITEM AND LABELED AS A "WARRANTY"; (b) IN NO EVENT SHALL SURPLUS AND PRIME WORLDWIDE BE LIABLE TO BUYER FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOST REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE OR PROPOSED PURCHASE OF THE PRODUCTS; and(c) IN NO EVENT SHALL THE LIABILITY OF SURPLUS AND PRIME WORLDWIDE TO BUYER EXCEED THE DEPOSIT AMOUNT.

(b)With respect to the Buyer's purchase of the Products, the Deposit Amount shall be confidential and will not be released by Buyer or Surplus and Prime Worldwide to other parties, including the Seller.

(c)Buyer shall be responsible for determining whether sales, use, VAT, GST, transfer, ad valorem, or other similar taxes of any taxing authority apply to the purchase of the Products and to collect, report and remit the correct tax to the appropriate tax authority. Surplus and Prime Worldwide is not obligated to determine whether any such taxes apply and is not responsible for collecting, remitting or reporting any such taxes arising from the purchase of the Products.

(d)TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SURPLUS AND PRIME WORLDWIDE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION, ACCESSIBILITY OR SECURITY OF THIS SITE, AND THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SITE INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SURPLUS AND PRIME WORLDWIDE DO NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT ON THE SITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, OR OPERATE WITHOUT ERROR. SURPLUS AND PRIME WORLDWIDE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY THE SELLER.

(e)Buyer hereby releases Surplus and Prime Worldwide, its subsidiaries and affiliates, and their respective officers, directors, agents, employees, and third party suppliers, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Products. Any Buyer who waives California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

(f)Buyer shall indemnify, defend and hold harmless Surplus and Prime Worldwide, its subsidiaries, and affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, judgments, and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), brought by or on behalf of any third party, including Seller, against Surplus and Prime Worldwide that arises out of (a) any breach or violation of the Terms of Agreement by Buyer, (b) relates in any way to the Products, (c) any dispute with another Site User relating to the purchase or sale of Products, or (d) any personal injury, death or property damage caused by or arising out of the subsequent use of the Products purchased on the Site.

5. General Terms.

(a)The laws applicable to the interpretation of these Terms shall be the laws of the United Arab Emirates, without regard to any conflict of law provisions.

(b)Any legal action arising out of or relating to these Terms will first be submitted for informal resolution between Buyer and Surplus and Prime Worldwide. Should the parties fail to resolve such dispute within thirty (30) days where the parties substantively discuss the dispute on at least two separate occasions), the parties shall refer the matter to mediation administered by the American Arbitration Association ("AAA") & UAE Law. in accordance with the AAA's /UAE  Law Commercial Arbitration Rules & Mediation Procedures, as amended and then in effect at the time of the dispute (the "AAA Rules" & UAE Rules). As an exception, any dispute over the payment to Surplus and Prime Worldwide of the Deposit Amount may proceed directly to binding arbitration as set forth below.

(c)Should the parties fail to resolve such dispute through mediation, each party shall have the right to refer the matter to arbitration. The arbitration shall be administered by the AAA and UAE in accordance with the AAA and UAE Rules. The parties shall agree on a single neutral arbitrator that is qualified by education and experience to address the matter in the dispute. In the absence of such agreement within ten (10) days after the initiation of an arbitration proceeding, the AAA/UAE shall determine the arbitrator. The arbitrator shall have power and authority to award any remedy or judgment that could be awarded by a court of law, except the arbitrator shall not have the power to award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential or punitive damages. The award rendered by the arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction in the United States. The governing law for the arbitration shall be the law of the United Arab Emirates, without reference to its conflicts of law provisions. The prevailing party of any arbitration shall be entitled to recover its reasonable legal costs and expenses to bring and maintain any such suit as part of its damages.

(d)The Terms and this Agreement shall constitute the entire agreement and understanding of the parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(c)The Terms of this Agreement do not create, and shall not be construed by the parties or any third person as creating any agency, partnership, joint venture, or employment relationship between Buyer and Surplus and Prime Worldwide. The relationship of the parties under the Terms and this Agreement shall be solely that of independent contractors. Neither party shall have, nor hold itself out as having, any right, power, or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.

(d)Surplus and Prime Worldwide's failure to exercise or enforce any right or provision of the Terms of this Agreement will not constitute our waiver of such right or provision.

(e)All of the terms, agreements, covenants, representations, warranties, and conditions of the Terms and this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and assigns.

(f)The provisions of the Terms and this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof, provided that any provision of the Terms of this agreement that is invalid or unenforceable in any situation or in any jurisdiction will not affect the enforceability of the remaining terms and provisions hereof or the enforceability of the offending term or provision in any other situation or in any other jurisdiction.