SALE SPECIFIC TERMS AND
CONDITIONS

The AUCTION of the COLLATERAL
to buyers shall be only on an
?as is? and ?where is? basis,
without guarantee, or warranty
either expressed or implied
including warranties of title,
merchantability and fitness
for a particular purpose.?The
AUCTIONEER shall state both in
the advertising of the AUCTION
and at the AUCTION that: ?This
is a Secured Party Sale under
Article 9 of the Connecticut
Uniform Commercial
Code.?Purchasers shall acquire
the rights of EDH, Inc. as
Debtor, in the sale of the
property, free and clear of
the security interest of the
Secured Party, Peoples United
Bank, and of any subordinate
liens and security interest in
accordance with the provisions
of Article 9?of?the
Connecticut Uniform Commercial
Code.?There is no warranty
relating to title, possession,
quiet enjoyment or the like in
this disposition.?

Buyer?s Premium: Capital
Recovery Group, LLC (?CRG?)
will charge buyers a non-
negotiable buyer?s commission
based on the amount of the
final bid of each lot sold.
On-Site bidders will be
charged a 12.5% buyer's
commission. Internet bidders
will be charged a 15% buyer?s
commission.

Payment Deadline: Within one
(1) business day after invoice
date.

Registration Requirements:
All prospective bidders must
provide accurate and complete
personal information prior to
the auction, including name,
company name, mailing address
and phone number, and credit
card information (for internet
bidders). First time internet
bidders must first register
on-line with BidSpotter at
BidSpotter.com and then
register on-line for the
specific CRG auction.
Internet bidders that have
already registered with
BidSpotter can register
directly for the specific CRG
auction.

Deposit: CRG requires at
registration a deposit of 25%
of your total expected high
bids. This can be in the form
of cash, cashier?s check,
company or personal check with
a bank letter of guarantee, or
bank wire transfer. Internet
bidders are required to
register a valid credit card
number, which shall be subject
to a 25% hold, and may be
required to arrange for a bank
letter of credit. CRG reserves
the right to adjust the amount
of the deposit or hold
required in its sole
discretion.

Removal, Shipping & Logistics:
Buyer or its authorized agent
is responsible for removal of
equipment by the Removal
Deadline in accordance with
all applicable terms and
conditions.

Removal is by April 11, 2012.
Hours: Monday through Friday-
8:00 AM to 4:00 PM

Sales Tax: All applicable
sales taxes apply. Buyer is
responsible for providing
documentation necessary for
exemption or refund of sales
tax paid.

Payment Instructions: Only
cash, cashier?s check, company
or personal check with a bank
letter of guarantee, or bank
wire transfer, are acceptable
methods of payment. Credit
cards are accepted only for
internet bidding registration.

Pay your invoice in full. You
will then be given two (2)
copies of your invoice.
Return to the auction site
during the removal hours with
the pick-up copy of your
invoice. The CRG
representative will allow you
to remove all of the items you
purchased at the auction. If
you are unable to remove all
of your items in one day,
bring the original white copy
of your invoice when you
return. This is the only way
for CRG to be sure of which
items you have already
removed.

Other: By using or accessing
any CRG services (including
internet services), you agree
that you have read and
understood these terms and
conditions and are bound by
them. You may not use or
access any CRG services if you
do not agree to these terms
and conditions. If you do not
understand any terms and
conditions, contact CRG at
(860) 623-9060.

DETAILED TERMS AND CONDITIONS

1. The additional terms and
conditions below (?Terms?)
shall apply to any bid by any
party to, or purchase by any
party from, Capital Recovery
Group, LLC (?CRG?) in any
transaction in which CRG
serves as broker, agent,
liquidator or auctioneer for
any third party owner or for
CRG, as principal. These Terms
apply to all transactions
including, without limitation,
public auctions conducted by
CRG and direct purchases of
any item either before, after
or independent of any public
auction. By using or accessing
any CRG services (including
internet services), you agree
that you have read and
understood the Terms and are
bound to the Terms. You may
not use or access any CRG
services if you do not agree
to the Terms. If you do not
understand any Terms, contact
CRG at (860) 623-9060. These
Terms, the Sale Specific Terms
and Conditions, terms and
conditions contained in the
auction catalogue and
announced at the auction may
collectively be referred to
hereinafter as the "Terms and
Conditions?.

2. All prospective bidders
must provide accurate and
complete personal information
and agree that whether they
are acting as principal,
agent, member, officer or
director of a corporation,
limited liability company or
otherwise in any capacity
whatsoever, they are
personally liable for the
payment of the purchase price,
Buyer?s Premium and taxes
payable with respect to any
and all lots for which they
are the successful bidder at
auction. CRG reserves the
right to refuse any applicant
the privilege of bidding or
attending the auction and may
revoke such privilege at any
time.

3. CRG requires a deposit of
25% of your expected high bids
at registration. This can be
in the form of cash, cashier?s
check, company or personal
check with a bank letter of
guarantee or bank wire
transfer. Internet bidders are
required to register a valid
credit card number, which
shall be subject to a 25%
hold, and at CRG?s discretion
may be required to arrange for
a wire transfer or bank letter
of credit prior to or during
the auction in lieu of such
hold. CRG reserves the right
to adjust the amount of the
deposit or hold required in
its sole discretion.

4. The highest bidder for each
lot shall be the buyer, and if
any dispute arises as to any
bidding, or between two or
more bidders, at the sole
discretion of the auctioneer,
the disputed lot shall be put
up again at the last
undisputed bid and resold. CRG
shall regulate the bidding and
be the sole arbiter. No bidder
may retract its bid. CRG shall
have no liability arising from
any dispute between bidders.
CRG reserves the right in its
sole discretion to group one
or more lots or items, add or
delete lots or items, or set
bidding increments. CRG also
reserves the right to reject
any bid which is only a
fractional advance over the
preceding bid, and to set
and/or modify a reserve price.
CRG and/or its affiliates or
subsidiaries may bid at the
auction either for its own
account or on behalf of a
third party. ALL SALES ARE
FINAL. THERE SHALL BE NO
RETURNS FOR ANY REASON.

5. CRG will charge and retain
a non-negotiable buyer?s
commission (?Buyer?s Premium?)
on the proceeds of any sale
based on the final bid of each
lot sold, which will be posted
and/or announced for each
sale.

6. Where required by law,
buyer shall pay all applicable
sales tax to CRG. Tax will be
added to the purchase price of
all purchased items and the
Buyer?s Premium. Buyer is
responsible for providing all
documentation necessary at
time of purchase for exemption
or refund of sales tax.

7. CRG will invoice
successful bidders after the
auction. Only cash, cashier?s
check, company or personal
check with a bank letter of
guarantee, or bank wire
transfer are acceptable
methods of payment. Credit
cards are accepted only for
internet bidding registration.
All purchases must be paid in
full upon receipt of invoice
in accordance with the Terms
and Conditions. The credit
card hold will remain in place
as a non-refundable,
irrevocable deposit until
payment in full. If CRG feels
insecure or has not received
payment within one (1)
business day after invoice
date from an internet bidder,
internet bidder authorizes CRG
to (i) sell any purchased
item(s) to the second highest
bidder, (ii) put such items up
again at auction, and/or (iii)
charge bidder?s purchases to
the credit card left on file
during the registration
process.

8. All machinery, equipment,
merchandise and other property
(collectively, ?Property?) is
sold ?AS IS, WHERE IS, WITH
ALL FAULTS? with no warranties
or representations as to
title, fitness of purpose,
quantity, quality,
merchantability, state,
condition, location, value or
otherwise. In no event shall
CRG or the owner of the
Property (?Consignor?) be
responsible for correctness of
description, genuineness,
attribution, provenance,
authenticity, authorship, or
completeness. CRG, Consignor
and Site Owner and their
Representatives shall have no
liability to buyer due to non-
delivery of any item for any
reason other than to return to
buyer the monies deposited or
paid for such non-delivered
items. If a shortage exists
with respect to items in a
sold lot, an adjustment to the
sale price may be made by CRG
in CRG?s sole discretion. CRG,
Consignor, and the Site Owner
and their Representatives
shall not be liable for any
lost profits, incidental or
consequential damages or the
replacement value of any item.
All advertising, catalogs, and
other sources of information
provided by CRG are subject to
additions, deletions and prior
sale. No statement (oral or
written) in the catalog, at
the auction or website, or
elsewhere shall be deemed a
warranty or representation. No
sale shall be invalidated and
CRG shall have no liability
for a description of any item
or lot whether contained in a
catalog, advertisement or
otherwise, or made at auction.
Descriptions are provided for
guide purposes only and may
not be relied upon by bidders
for accuracy or completeness.
Bidders are deemed to rely
entirely upon their own
inspections and
investigations.

9. Buyer hereby acknowledges
that it, or an agent acting on
its behalf, has inspected, or
has had the opportunity to
inspect, all of the lots upon
which it will be bidding.
After a sale has been
confirmed, buyer shall be
deemed to have inspected all
purchased lots.

10. Internet bidding is
offered as a service to our
customers, and prospective
bidders shall not hold CRG or
its internet service
provider(s) liable if any of
their respective websites are
unavailable for any reason.
Access to any such website may
be suspended temporarily and
without notice in case of
system failure, maintenance,
repair or for other reasons.
CRG reserves the right to
relist or adjust bidding
periods on any auction due to
system malfunction.

11. CRG will accept bids from
Buyers who wish to bid, but
cannot attend the auction. The
bids may be placed online at
the auction website or in
writing in a form acceptable
to CRG, but must be submitted
in advance of the sale. All
bids must state the highest
bid price, net of the Buyer?s
Premium and any applicable
taxes, and be accompanied by a
refundable deposit equal to
25% of the highest bid price.
CRG in its sole discretion
reserves the right to
establish a reserve or minimum
price on any lot without
having to announce, post or
publish notice to attendees
and buyers at any auction. CRG
and/or its affiliates or
subsidiaries may bid at the
auction either for its own
account or on behalf of a
third party. CRG may implement
such reserve by opening the
bidding on behalf of the
seller and may bid up to the
amount of the reserve by
placing successive or
consecutive bids for a lot in
response to other bidders.

12. Removal hours, dates and
deadlines will be posted
and/or announced for each sale
and will be strictly adhered
to. All purchases must be
completely removed no later
than the date specified. NO
MERCHANDISE WILL BE RELEASED
DURING THE AUCTION SALE OR
WITHOUT PAYMENT IN FULL. Buyer
is responsible for arranging
for packing and shipping of
all lots purchased and paying
for all shipping and handling
charges. Buyer expressly
assumes all responsibility to
secure all safety equipment
and to meet all applicable
local, state and governmental
safety standards in using or
removing any items purchased.
All contracted riggers and
movers must have an insurance
certificate on file with CRG
with a minimum of $2,000,000
in comprehensive liability
insurance written by an
insurance carrier of national
standing in form, scope and
content acceptable to CRG in
its sole discretion and which
names CRG and, if applicable,
Consignor, as additional
insured(s) and lists as the
location the auction location,
before any item may be
removed. Insurance
certificates should be faxed
to our office at (860) 623-
9160.

Buyer is responsible for
providing its own forklifts
and material handling
equipment for removal of its
purchased items. Material
handling equipment sold at
auction may not be used in the
removal of any items except by
the buyer of said equipment.
CRG is not responsible for any
missing or lost small lots or
items therein if they have not
been removed within 48 hours
of the conclusion of the sale.
Buyer is solely responsible
for properly removing all
fluids, oils, and hazardous
materials from machinery
purchased at auction. All oils
must be properly stored in
appropriate sealed containers.

13. Title to the offered
lot(s) shall pass to buyer
upon payment in full to CRG
and removal of purchased
lot(s) from the premises,
subject to compliance by buyer
with the Terms and Conditions.
CRG reserves the right to
cancel or void the sale of any
lots purchased by buyer up to
the time such lots are removed
by buyer.

14. Each buyer and bidder
agrees to indemnify, hold
harmless and defend CRG,
Consignor, and the owners of
the auction site (?Site
Owner?) and their respective
officers, directors, agents,
employees, and principals
(individually and
collectively,
?Representatives?) from and
against any and all losses,
damages, liabilities and
claims, and all attorneys
fees, costs and expenses
arising out of, based upon or
resulting from (i) any loss or
injury resulting from buyer?s
failure to secure all safety
equipment and/or to meet all
applicable government safety
standards in removing items
purchased or in use, (ii) any
act by or omission of CRG,
Consignor, or Site Owner or
their Representatives,
relating to or affecting the
items bid on or purchased by
buyer, or (iii) any injury to
buyer or any other person or
property of any type
whatsoever caused during the
inspection, auction,
dismantling, removing,
transporting or use of the
items purchased.

15. Buyer agrees to
indemnify, defend and hold CRG
harmless with respect to all
costs, expenses, liabilities,
damages and claims, including
without limitation, attorneys
fees, asserted by any person,
entity or governmental agency
against CRG directly or
indirectly relating in any
manner to any hazardous or
toxic materials, which may be
regulated under applicable
laws, rules or regulations
(collectively, ?Hazardous
Materials?) and which relate
in any way to the dismantling
or removal of any purchased
item. CRG shall in no event be
obligated to sell any items
which contain Hazardous
Materials, or to incur any
costs or expenses relating in
any manner, either directly or
indirectly, to any Hazardous
Materials. Buyer will be
responsible for any and all
remediation costs related to
the dismantling, removal and
operation or use of any
purchased items.

16. CRG is not responsible
for the acts or omissions of
(i) any party who provided any
items to CRG for sale, (ii)
the Site Owner or Consignor or
their representatives, (iii)
the owner or lessor of the
site where the items are
stored, or (iv) any party that
provides services to CRG,
including without limitation,
telecommunications and
internet bidding services.

17. If buyer fails to pay the
entire purchase price and/or
fails to comply with the Terms
and Conditions, CRG may retain
the Buyer?s deposit as
liquidated damages or charge
buyer?s credit card the hold
amount as liquidated damages.
In addition, buyer shall lose
all right, title and interest
in the applicable lots and CRG
may resell such lots at a
public or private sale without
further notice. If, at such a
sale, any such lot is sold for
a lesser price, the original
buyer (defaulter) will be
responsible for the difference
between the original selling
price and the resale price.
Furthermore, any charges, fees
and/or expenses incurred by
CRG as a result of resale will
also be the responsibility of
the defaulter. This also
includes any attorneys? fees
that may result in enforcement
of the Terms and Conditions.

Time shall be of the essence.
If buyer fails to make payment
or remove purchased lots
within the specified times,
such lots will be deemed
abandoned by the buyer, buyer
shall forfeit all monies paid
to CRG for the purchase of
such lots, and buyer shall
forfeit the right to purchase
such lots. In addition, buyer
shall be responsible for all
damages suffered by CRG,
including, but not limited to,
any dismantling,
transportation, storage or
other costs, including
attorneys? fees incurred by
CRG as a consequence of
buyer?s failure to remove such
lots.

18. Every person at the
auction site acknowledges that
an auction site is a
potentially dangerous place
with noxious, corrosive and
pressurized substances being
present, heavy equipment being
operated and electric circuits
being live. Every person at
the auction site before,
during and after the auction
sale shall be deemed to be
there at its own risk with
notice of the condition of the
premises, the activities on
the premises and the conduct
of third parties, and the
bidder shall so advise its
agents and employees. No
person shall have any claim
against CRG, Consignor, or the
Site Owner or their
Representatives for any
injuries sustained nor for
damages to or loss of property
which may occur from any cause
whatsoever. CRG, Consignor,
and the Site Owner and their
Representatives shall not be
liable for any lost profits,
incidental or consequential
damages or the replacement
value of any item.

19. Any dispute or
controversy arising out of or
relating to the auction or any
interpretation, construction,
performance or breach of the
Terms and Conditions shall be
resolved by final and binding
arbitration conducted through
the American Arbitration
Association in Hartford,
Connecticut. Should any party
to this agreement institute
any arbitration or other
action or proceeding in any
way relating to the auction,
or to enforce, interpret or
apply any provision of the
Terms and Conditions, the
parties agree that the
prevailing party shall be
entitled to reimbursement by
the losing party of all
statutory and non-statutory
costs and expenses, including,
but not limited to, all of its
attorneys? fees. The
validity, construction and
performance of the Terms and
Conditions shall be governed
by the substantive law of the
jurisdiction where the auction
was conducted. If any
provision of the Terms and
Conditions is deemed illegal,
invalid or unenforceable, the
legality, validity and
enforceability of the
remaining parts, shall not be
affected.