AIMED WINTER CONFERENCEDAYTONA, FLORIDA

Bob Goldberg

Schoenberg, Finkel, Newman & Rosenberg, LLC

222 South Riverside Plaza, Suite 2100

Chicago, Illinois 60606

312/648-2300

Bob.Goldberg@SFNR.com

MATURING INDUSTRY

• Consolidation• Business Plan

Succession

Sale

Expansion• Quotas• Promotions• Margins

REBUILDERS

• Neopost/Hasler

• Pitney Bowes

Dealership Used Equipment Policies and Procedures February 2007 Policies:Pitney Bowes will place a meter or a postage evidencing system (collectively referred to as “Meter”) on a Pitney Bowes branded mailing machine except when: A. Pitney Bowes records identify the mailing machine as falling into one of the following categories:o       Stoleno       Lost o       Prototypeo       Experimental or pre-productiono       Damaged or malfunctioning to an extent that it could jeopardize the performance of the Metero       Not bearing the original factory issued machine model and serial numbers and the safety and compliance information. The model and serial numbers on the mailing machine at point of Meter installation must match that of the original request. B. Pitney Bowes identifies the request for Meter placement as falling into one of the following categories:o       Authorization for Meter placement has not been granted by USPS or is prohibited by other regulatory requirementso       Proposed Meter placement is for a customer that Pitney Bowes cannot do business with because of an outstanding payment dispute or credit risk determination. Procedures:The following procedures will be used to receive approval, shipment, and final installation of a Pitney Bowes Meter.1. Dealer must submit all requests for new Meter placement, including the following information, using the email address: dealershipmeterplacement@pb.com         Dealership’s Name and Address        Customer Company Name and Address        Customer Contact Name         Customer Phone Number        Customer Email Address        Mailing Machine Model and Serial Numbers (the mailing machine must be the mailing machine upon which the new Meter is going to be placed)        Meter Model Requested 2. Pitney Bowes will acknowledge the request within 3 business days of receipt. Pitney Bowes will review the request and contact the dealer to make arrangements for a Customer Service Technician to perform an inspection in order to verify the mailing machine model and serial numbers. Unless otherwise agreed to in writing by PB, such inspection shall be done at the customer’s site.

3. 3. Prior to the arrival of the Customer Service Technician for inspection, the dealer must set up the mailing machine withaccess to an electrical outlet.

4. Dealer must be present for Pitney Bowes’ inspection.  5. If mailing machine model and serial numbers cannot be confirmed upon initial inspection and an additional visit is required, dealer will be responsible for paying Pitney Bowes’ standard service charge prior to each additional visit. 6. The Customer Service Technician will inspect the mailing machine to ensure that it is in good working order and that it satisfies the criteria set forth in Section A of the “Policies” above. If the mailing machine passes such inspection and the request does not fall within one of the categories set forth in Section B of the “Policies” above, the request will be approved. If approved, Pitney Bowes will forward a Meter contract to the customer. Upon receipt of the signed Meter contract and a check for initial postage, if required, Pitney Bowes will order the Meter.  7. If it is found that the mailing machine or request does not satisfy the criteria, or if the request is missing the information listed in paragraph 1 above, the request will be denied. All approvals or denials will be communicated via email within ten (10) business days from submission (unless the Customer Service Technician is unable to inspect the Equipment prior to the expiration of such period due to the dealer’s inability to schedule such appointment at a mutually agreeable time). If the requested placement has been denied, Pitney Bowes will state the reason for the denial. 8. When the Meter is available, the Customer Service Technician will go to the customer’s site to install the Meter. At such time, the Customer Service Technician will confirm that the mailing machine model and serial numbers match those originally submitted to Pitney Bowes. If the mailing machine model and serial numbers do not match those originally submitted, the Meter will not be installed and the request will be denied in accordance with paragraph 7. 9. Dealer must be present at customer site for Pitney Bowes’ installation of the Meter.  Meters will only be placed in accordance with these policies and procedures. This policy supersedes any prior policies and procedures pertaining to the subject matter hereof.   

DRIVING UNDER THE INFLUENCE OF MOBILE TECHNOLOGY

• Phones

• PDA

• Blackberry

• Overtime Compensation

• Blackberry Thumb

USAGE OF ELECTRONIC EQUIPMENT WHILE OPERATING A MOTORVEHICLE

This policy applies to the use of a wireless phone, PDA, Blackberry, or similardevice by all employees during working hours or when operating a Companyvehicle.

Any employee who, in the course of performing his or her job functions, findsit necessary to use a electronic equipment must do so in a safe and prudentmanner. If the employee operates a motor vehicle, the vehicle must bestationary and in "park" before initiating the cellular call or using anelectronic assistant. Usage is never permitted in a moving vehicle. Allnecessary usage should be made either before leaving the previous location orafter arriving at the next destination and, in this regard, only after the vehicleis stopped and the gear in "park." If a wireless phone call is received while anemployee is operating a motor vehicle, the employee should either pull overonto the shoulder of the road and place the vehicle into "park," or, preferably,the employee will drive into an appropriate parking location and then placethe vehicle in "park" before engaging the phone call. Only business calls arepermitted on wireless phones provided to an employee by Company. GPSprogramming should never occur while the vehicle is in motion. Violation ofthis policy may result in disciplinary action, up to and including termination.

MAINTENANCE AGREEMENTS

• Updated Terms and Conditions

• Automatic Renewal at Current Rate

• Non-Cancelable

• Earth, Wind, Fire

• Parts Availability

• Loaner

CUSTOMER BASE

• Confidentiality Agreement

• Leases

Maintenance

Renewal

• Protection

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

 This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made as of the ____ day of

________, 200__ between __________, a __________ corporation, and __________, a __________ corporation. 

In consideration of the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Subject to the other provisions of this Agreement, each party may disclose to the other certain information and documents which have been developed by such party, are not known to persons other than agents or employees of such party who are subject to restrictions on the disclosure of such information, and which are proprietary as to such party (collectively, the "Proprietary Information");

2. Neither party will, directly or indirectly, in any manner whatsoever:(a) Disclose Proprietary Information of the other party to any person or entity other than its agents and

employees who have a need to know;(b) Use the Proprietary Information of the other party in any manner whatsoever, whether for commercial or

non-commercial purposes;(c) Fail to maintain the Proprietary Information of the other party in confidence or take suitable precautions to

ensure that the Proprietary Information is not disclosed except as otherwise authorized hereunder;(d) Induce or attempt to induce any vendor, customer, employee, sub-representative, or

independent contractor of the other party to terminate such relationship; or(f) Call on any customer of the other party for the purpose of selling or offering to sell such

customers products or goods the same as or similar to the goods or products sold or offered for sale by the other party.

The foregoing restrictions (a) through (d) shall not apply with respect to any portion of the Proprietary Information which, as of this date, is in the public domain or which is disclosed to the public by a third party which or who is not under a legal or contractual restriction with respect to such disclosure.

3. All Proprietary Information which is in writing shall be identified in writing by the disclosing party as being confidential, and all Proprietary Information which is communicated orally shall be identified orally by the disclosing party as being confidential.

4. Neither party makes any representation or warranty to the other party about the accuracy or completeness of any of its Proprietary Information.

5. Each party shall, promptly upon the other party's request, return all papers, documents, computer disks, software, and other media containing all or any portion of the Proprietary Information provided to it, together with any notes, reports, abstracts, or documents, in any form or medium, containing any portion of the Proprietary Information.

6. Each party acknowledges that the other will suffer severe and irreparable injury as a result of the other party's failure to comply with the restrictions contained in this Agreement, and further that there exists no adequate remedy at law with respect to any such violation. Accordingly, the parties agree that upon any such violation, the aggrieved party shall be entitled,

in addition to any other remedies available to it either at law or in equity, to injunctive relief restraining the violation of such restrictions.

7. Each of the parties shall indemnify and hold the other harmless from, and reimburse the other for, any loss, fee, cost, expense, damage, liability or claim (including, without limitation, reasonable attorneys' fees and costs) arising out of, based upon, or resulting from its breach of or failure to perform any of its covenants or agreements contained in this Agreement.

8. This Agreement contains the entire agreement of the parties pertaining to the subject matter hereof, and may not be amended except by an agreement in writing signed by the parties. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________.

9. The restrictions contained in this Agreement shall survive for a period of two (2) years from the date hereof. 

IN WITNESS WHEREOF, the parties have caused this Non-Disclosure and Confidentiality Agreement to be executed and delivered as of the day and year first written above.

_______________________________ By: ___________________________ By: ____________________________

Name: _________________________ Name: _________________________ Name: __________________________

Title: __________________________ Title: __________________________ Title: ___________________________

TIE-IN; BUNDLING

• Tying and Tied Product• Actual Coercion• Economic Power in Tying

Product to Coerce Tied Product

• Anticompetitive Effect• Not Insubstantial Amount of

Interstate Commerce

ADHESION AGREEMENT

• Meeting of the Minds• Freely Negotiated• Economic Coercion

THE GOLD

• Alliance

Price Fixing

Territory Allocation

• Sale/PurchaseValue

Per/Meter

Revenue

Earnings

PREPARATION

• Consultant

• Re-Forecasting Financials

Specific Expenses

Reduced Administration

Pricing

Competition

NON-DISCLOSURE AGREEMENT

• Exchange of Information

• Limited Use/Disclosure

• Return

LETTER OF INTENT

• Mutual Understanding

• Not Legally Enforceable

• Purchase Price

• Assets

• Inventory

• Maintenance Agreements

• Employment

DUE DILIGENCE

TABLE OF CONTENTS1.PRINCIPAL TERMS1.1Assets.1.2Excluded Assets.1.3Liabilities.1.4Purchase Price.1.5Employees.1.6Service Agreements.1.7Dealership Agreement and Quota Reallocation1.8Taxes.2.REPRESENTATIONS AND WARRANTIES OF SELLER2.1Due Organization.2.2Due Authorization; Noncontravention.2.3Customers.2.4Consents.2.5Title to Assets.2.6Compliance with Other Instruments and Laws.2.7Litigation.2.8Taxes.2.9Leases and Contracts.2.10Personnel Matters.2.11Brokers or Finders.2.12Financial Statements.3.REPRESENTATION AND WARRANTIES OF PURCHASER3.1Due Organization.3.2 Due Authorization; Noncontravention.3.3 Consents.3.4 Brokers or Finders.4. OBLIGATIONS BEFORE CLOSING4.1 Operation of Business.4.2 Disclosure.4.3 Access.4.4 Consents and Approvals.4.5 Notification.4.6 Payment of Accounts and Trade Payables.

5. CONDITIONS PRECEDENT5.1 Conditions to Obligations of Each Party.5.2 Conditions to Purchaser’s Obligations.5.3 Conditions To Seller’s Obligations. 6. THE CLOSING6.1 Date and Time.6.2 Seller’s Deliveries.6.3 Purchaser’s Deliveries.7. COVENANTS7.1 Non-Competition by Seller7.2 Employees7.3 Scope of Business.7.4 Further Assurances.7.5 Territory Review.8. TERMINATION8.1 Termination.8.2 Effect of Termination.9. POST-CLOSING OPTIONS 9.6 Non-Competition 9.7 Transition of Data9.8 Irrevocability of Options 10. MISCELLANEOUS PROVISIONS10.1 Entire Agreement.10.2 Binding Effect; Assignment.10.3 Captions.10.4 Transaction Expenses.10.5 Notices.10.6 Amendment; Waiver.10.7 No Third-Party Beneficiaries.10.8 Counterparts.10.9 Severability.10.10 Non-Assignment of Certain Assets/Liabilities.10.11 Governing Law.10.12 Resolution of Disputes.10.13 Jurisdiction and Venue. 11 Definitions

ADDNENDA

• Exclusivity• Quotas

Ramp-Up

Measure

Mutually Agreeable

AIMED WINTER CONFERENCEDAYTONA, FLORIDA

Bob Goldberg

Schoenberg, Finkel, Newman & Rosenberg, LLC

222 South Riverside Plaza, Suite 2100

Chicago, Illinois 60606

312/648-2300

Bob.Goldberg@SFNR.com