WAIVER AND DISCLAIMER AGREEMENT

Porter Equipment Company

This Waiver and Disclaimer Agreement (the "Agreement") is entered into by and between Porter Equipment Company ("Seller") and the buyer ("Buyer"). THE EQUIPMENT SOLD UNDER THIS AGREEMENT IS BEING SOLD TO BUYER "AS IS" AND "WITH ALL FAULTS." SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. Buyer acknowledges and agrees that Seller has not made, does not make, and specifically disclaims any and all representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Equipment's: (a) value; (b) condition; (c) suitability; (d) fitness for a particular purpose; (e) merchantability; or (f) workmanship. Buyer acknowledges and agrees that it is not relying on any representations or statements made by Seller or Seller's representatives regarding the Equipment, except as specifically set forth in this Agreement and the Purchase Order.

Buyer warrants and represents that it has had ample opportunity to inspect the Equipment prior to purchase and has either: (a) thoroughly inspected the Equipment and found it satisfactory for Buyer's purposes; or (b) voluntarily waived the opportunity to inspect the Equipment. Buyer acknowledges and agrees that by executing this Agreement, Buyer accepts the Equipment in its current condition, with all defects, both patent and latent, and assumes all risks associated with the Equipment's condition, whether known or unknown, disclosed or undisclosed. Buyer acknowledges that it has not relied upon any representation, statement, or warranty made by Seller regarding the condition of the Equipment or its fitness for any particular purpose.

This Agreement and the Purchase Order or Invoice constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. There are no warranties, representations, or agreements between the parties in connection with the subject matter hereof except as specifically set forth in this Agreement and the Purchase Order. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The parties acknowledge and agree that no trade usage, prior course of dealing, or course of performance shall be used to explain, modify, supplement, or contradict any term of this Agreement.

Any dispute, controversy, or claim arising out of or related to this Agreement, or the breach, termination, or validity thereof, shall be brought exclusively in the Superior Court of Bartow County, State of Georgia. The parties hereby irrevocably consent to the personal jurisdiction of such court and waive any objection to the laying of venue in such court. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice of law or conflict of law provisions. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including attorneys' fees.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. BUYER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. BUYER FURTHER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS AGREEMENT.