TERMS AND CONDITIONS

Company as described in “Business Information” section of Dealership Agreement, hereinafter called “Dealer,” and NexGen Communications Inc, hereinafter called “Seller,” hereby agree as follows:

COORDINATION- Dealer shall coordinate its sales efforts with Seller in following manner; upon request by Seller once in a month, forecast sales of each of the Products for the coming month and update as required.

SHIPMENT- Delivery shall be F.O.B. Seller’s place of business. All shipment shall be made in Seller’s standard shipping package to Dealer at Dealer’s business address set forth on front page of Dealer Agreement. Unless otherwise instructed in writing by Dealer, Seller shall select the carrier. Title and risk of loss to the Products purchased under this Agreement passes to Dealer upon delivery of the Products to the carrier.

ACCEPTANCE- Dealer must inspect all Products promptly upon receipt at the shipping destination and may reject any goods that fail in any significant respect to meet Seller’s acceptance specifications. Products not rejected by written notice to Seller within three (3) business days of receipt are deemed to have been accepted. Rejected Products must be returned freight prepaid to Seller within five (5) business days on which Seller authorizes return.

PAYMENT- Term of payment shall be prepaid or collect on delivery unless special arrangement has been made with Seller by the Dealer.

WARRANTY- Seller warrants to Dealer for a period of ten (10) business days from the delivery data of original shipment to Dealer that all Products delivered under this Agreement are free from defects in materials and workmanship. Seller’s obligations under this warranty is limited to replacement or repair of defective Products, at its sole discretion, any of the Products that within the warranty period are returned to Seller and that are found by Seller to be defective in proper usage. The foregoing warranties are in lieu of all warranties, either expressed or implied, including without limitation any implied warranty of merchantability of fitness for a particular purpose, and of any other obligation on the part of seller.

ASSIGNMENT- Neither this Agreement nor any rights or benefits under this Agreement, nor any Interest in such rights or benefits, may be transferred or assigned, directly, indirectly, voluntarily, or by operation of law, and any attempted or purported assignment shall be void and of no affect.

WAIVER- One or more waivers by Seller of any breach of any covenant or condition under the Agreement shall not be construed as a waiver of a subsequent or continuing breach of the same or any other covenant or condition, and consent or approval by Seller of any act by Dealer requiring Seller’s consent or approval to any subsequent act.

SEVERABILITY- The invalidity or unenforceability of any provision of the Agreements shall not affect or impair he validity or enforceability of any other provision.

LEGAL FEES, COSTS AND EXPENSES- In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees in such action or proceeding, in such amount as the court may adjudicate as just and proper.

DOCUMENTS AND ENTIRE AGREEMENT- Dealer agrees to complete and sign additional documents and do such other things as may be required by Seller or any other entity in order to permit Seller to provide Products and services to Dealer. This Agreement supersede any prior agreement(s) and embody the entire agreement between Dealer and Seller, and may not be modified or altered. The Agreement shall be interpreted and enforced in accordance with laws of the State of New Jersey.

CAPTIONS AND HEADINGS- The sections captions and heading are for convenience only and in no way shall be used to construe or modify the provisions set forth.