PURCHASE AGREEMENT

BETWEEN

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AND

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THIS PURCHASE AND SALE AGREEMENT is entered into this day of

, 200_, by and between ____________________ (hereinafter "Buyer"), a not-for-profit [STATE] corporation, [ADDRESS], and _________________________ (hereinafter "Company"), a ________________ corporation, _____________________________________.

RECITALS:

WHEREAS, Company is in the business of selling and servicing __________ equipment; and

WHEREAS, Buyer desires to purchase such equipment.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained therein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed and covenanted by and between the parties to this Agreement, under seal, as follows:

1. Sale of Equipment. Company hereby sells to Buyer and Buyer hereby purchases from Company the equipment described on Exhibit A attached hereto and incorporated herein, and licenses the software contained therein (hereinafter "Equipment"). Such Equipment shall be shipped FOB Installation Site (as hereinafter defined in Paragraph 6), freight pre-paid and absorbed by Company.

2. Purchase Price. Buyer shall pay to Company for the Equipment and for all obligations specified herein, as full and complete consideration therefore, the sum of __________________ ($__________) (hereinafter "Purchase Price").

3. Payment. Payment of the Purchase Price shall be made by Buyer to Company in accordance with the following schedule: