-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BPViJuOfFFOj9eniANNZEZIUwt34z9kwQXxZACojVOxuBJ6rRczXVCon86LHRino mRL7t0akF1qzHC+C4qIWRw== 0000922907-08-000539.txt : 20080724 0000922907-08-000539.hdr.sgml : 20080724 20080724134041 ACCESSION NUMBER: 0000922907-08-000539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080718 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CONSUMERS INC CENTRAL INDEX KEY: 0000004811 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 581033765 STATE OF INCORPORATION: GA FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05815 FILM NUMBER: 08967793 BUSINESS ADDRESS: STREET 1: PO BOX 2328 STREET 2: 418A BATTLEFIELD PKWY CITY: FORT OGLETHORPE STATE: GA ZIP: 30742 BUSINESS PHONE: 7068613347 MAIL ADDRESS: STREET 1: P O BOX 2328 STREET 2: 418-A BATTLEFIELD PARKWAY CITY: FORT OGLETHORPE STATE: GA ZIP: 30742 8-K 1 form8k_072408.htm Form 8-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 18, 2008


                            AMERICAN CONSUMERS, INC.
             (Exact name of registrant as specified in its charter)


        Georgia                      0-5815                   58-1033765
    (State or other                (Commission             (I.R.S. Employer
     jurisdiction                  File Number)            Identification No.)
   of incorporation)


     55 Hannah Way, Rossville, Georgia                           30741
  (Address of principal executive offices)                     (zip code)

Registrant's telephone number, including area code:  (706) 861-3347

                                   N/A 
         (Former name or former address, if changed since last report.)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01. Entry into a Material Definitive Agreement.

     On July 18, 2008, American Consumers, Inc. (the "Company") entered into two
agreements  with Postec,  Inc. for the  purchase  and  installation  of new cash
register  hardware and software and scanning  equipment  for both the  Company's
Chickamauga, Georgia grocery store location and the Company's Stevenson, Alabama
grocery store location (together "Agreements").  The Agreements also provide for
initial  training  services for store personnel and for limited warranty service
on the new equipment. The purchase price under each of the Agreements is $55,417
which  includes  payment  for  hardware,  software  and  equipment  as  well  as
installation,  training  and  limited  warranty  service,  payable 50% down as a
non-refundable  deposit with the remaining  balance  payable upon delivery.  The
Company has decided to fund the entire purchase price under these two Agreements
by initiating  financing  under the commitment  described below in the amount of
$112,000, upon delivery of the equipment, from our principal bank Gateway Bank &
Trust  ("Gateway").  Delivery of the equipment to the  Chickamauga,  Georgia and
Stevenson,  Alabama stores is expected to occur 1 to 4 weeks  following the July
18, 2008 contract  date.  At this time,  the Company has funded the initial down
payment for this purchase  through its  operating  cash flows and funds drawn in
its revolving  line of credit at Gateway.  However,  we plan to replenish  these
funds and pay down any remaining  balance  under the revolving  credit line once
permanent  funding  from  Gateway  is  received.  Apart  from  the  transactions
described  herein,  the  Company  and  its  affiliates  have no  other  material
relationships with Postec, Inc. or any of its affiliates.

Item 7.01. Regulation FD Disclosure.

     The equipment purchase under the Agreements  described above is part of the
ongoing process,  previously described in our periodic reports, of upgrading the
Company's   cash   registers   and  scanning   equipment   due  to  the  pending
government-mandated  change  to add an  additional  digit  to UPC bar  codes  on
inventory items, as well as to the  deterioration of the current  equipment.  As
previously  announced,  we are funding initial purchases under this program,  to
the extent  possible,  through a combination  of funds provided by our operating
cash  flows  and under  our  revolving  line of  credit.  We have also  signed a
commitment  letter  with  Gateway  pursuant  to which we  expect  it to  provide
permanent  financing for a portion of these  purchases.  The  commitment  letter
calls for Gateway to provide up to $440,000 of  financing  in the form of a five
year term loan,  with  interest at the Wall Street  Journal prime rate plus 0.5%
per annum  and  interest  and  principal  payable  on a  five-year  amortization
schedule.  The commitment  letter also provides for an origination  fee equal to
0.75% of the amounts  advanced,  and provides that the debt will be secured by a
first   priority   lien   on  the   new   equipment   in   addition   to   being
cross-collateralized  with all of the Company's  other  indebtedness to Gateway.
The lending  arrangements  contemplated by the commitment  letter are subject to
negotiation  of  mutually  acceptable  definitive  agreements  approved  by  the
Company's  Board of  Directors  and by Gateway.  We have not yet  initiated  any
borrowing pursuant to this commitment;  however, as noted above we plan to do so
upon  delivery  of the  equipment  purchased  for our  Chickamauga,  Georgia and
Stevenson, Alabama stores under the July 18, 2008 Agreements in the total amount
of $112,000.





Item 9.01. Financial Statements and Exhibits.

(d)  The following Exhibits are filed pursuant to Item 9(d) of this Report:

     Exhibit No.    Description

     10.35          Cash   Register   Purchase   Agreement   for  the  Company's
                    Chickamauga,  Georgia  location,  dated July 18, 2008. Filed
                    herewith.

     10.36          Cash   Register   Purchase   Agreement   for  the  Company's
                    Stevenson,  Alabama  location,  dated July 18,  2008.  Filed
                    herewith.





                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  July 24, 2008                   AMERICAN CONSUMERS, INC.


                                       By:  /s/ Paul R. Cook
                                          --------------------------------------
                                            Paul R. Cook
                                            Chief Financial Officer


EX-10.35 2 form8kexh1035_072408.htm Exhibit 10.35


[POSTEC Logo]
                                                                  Bill To:
                                                                 Shop Rite
                                                               55 Hannah Way
                                                            Rossville, GA 30741
                                                                706-861-3347

                                                               Ship To:
      IBM SurePOS 723 ACE V6 Bundle                           Shop Rite
   5 Lane Pricing IR-V3-SSB w/ BR Data                    202 Thomas Avenue
              July 18, 2008                             Chickamauga, GA 30707
               Description                                  706-375-2911

                                                          List Price     Discounted
                                                                           Price to
                                                                           Retailer
IBM SurePOS 723 IR V3 SSB                                   $31,822        $21,246
POS Peripherals, Programming, Installation and Training     $25,860        $17,580

                           Total Front End System:          $57,682        $38,826

Back Office System                                          $21,096        $18,386

EPS Firewall System                                         $ 5,705        $ 5,705


Total Investment without Bundled Discounts to Retailer      $84,483

Total Investment including Bundled Discounts to Retailer                   $62,917

Total Savings on Investment by Purchasing Bundle           ($21,566)

Less NCR Hardware Trade-in:                                ($1,500)        ($7,500)

NET INVESTMENT:                                                            $55,417

*One Year Warranty on IBM SurePOS ACE System
*Applicable Sales Tax not included
*50% Deposit/50% Balance due on Delivery
Standard Lead Times are 4-6 Weeks from receipt of signed order and deposit/PO

  /s/ Paul R. Cook                                                     7/18/08
- -----------------------------------------------------         -----------------
Retailers Signature of Purchase Approval                      Date

                            Pricing Valid for 30 Days





                                 SALES CONTRACT
[POSTEC Logo]                                                        Postec, Inc
                                                                     Roswell, GA

THIS SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1.   This Sales  Contract shall be effective only when accepted by an officer of
     POSTEC, and executed by both parties.
2.   Assent of Customer to the terms and  conditions of sale set forth below and
     on the reverse side hereof shall be  conclusively  presumed from failure of
     Customer reasonably to object in writing and from acceptance by Customer of
     all or any part of the material ordered.
3.   The  down  payment   amount  listed  on  the  reverse  side   represents  a
     non-refundable  payment as reimbursement for systems consultation  services
     associated with site evaluation,  system  presentation  and/or  programming
     documentation of the equipment and order processing costs.
4.   Title,  ownership and right to  possession  of the equipment  listed on the
     reverse  side  shall  remain  with  POSTEC  until all sums due  under  this
     contract are paid.  If payment is not made when due, then POSTEC shall have
     the  immediate  right to enter any premises  where the equipment is located
     and to take  possession the equipment  without notice or demand and without
     legal  proceedings  and  Customer  agrees  to pay on  demand  a  reasonable
     equipment  rental fee and all expenses which have been reasonably  incurred
     by  POSTEC  including,  but  not  limited  to,  unreimbursed  training  and
     installation expenses, attorney's fees and court cost.
5.   Any  financing   documents  executed  in  connection  with  this  contract,
     including,  but not limited to, any promissory note,  security agreement or
     financing statement shall be deemed to be a part of this contract.
6.   POSTEC  will  endeavor  in good  faith to  deliver  products  purchased  by
     Customer  pursuant to this Agreement  within the time specified in POSTEC's
     order acceptance,  but POSTEC shall not be liable for any delay in delivery
     or failure to deliver  caused by  unavailability  of  materials,  strike or
     other  labor  related  difficulties,  interruption  of  production  due  to
     mechanical or technical reasons, government interfaces or major force.
7.   All claims for shortage or damage prior to delivery  shall be deemed waived
     unless  made in  writing  and  delivered  to POSTEC  within  ten days after
     delivery of the equipment to the Customer.
8.   Upon  delivery,  all risk of loss or damage to the equipment from any cause
     whatsoever shall be borne by Customer.
9.   The price listed on the reverse side may include  initial  programming  and
     training of personnel in the use and operation of the equipment. POSTEC and
     Customer  agree that POSTEC's sole  obligation  for training is to supply a
     qualified  instructor for the designated  number of training hours.  POSTEC
     neither  warrants nor represents that after such training time any specific
     individual or  individuals  designated by Customer will be able to properly
     use and operate the equipment.  Any additional training time will be billed
     by POSTEC at its prevailing rates.
10.  The  price  listed  on  the  reverse  side  includes  installation  of  the
     equipment,  except that it is expressly understood that installation of the
     requisite  AC  power  lines  is the sole  responsibility  of the  Customer.
     Customer acknowledges receipt of documentation  concerning the requirements
     for  dedicated,  isolated  and  insulated  AC  power  line  for all  POSTEC
     equipment.  POSTEC  shall not be  responsible  for the  inspection  of such
     electrical  installation.  Customer  acknowledges  and agrees that POSTEC's
     warranty is conditioned upon Customers providing  conditions  conforming to
     POSTEC's specifications including a dedicated telephone/modem line.
11.  POSTEC warrants that upon delivery,  the equipment shall be in good working
     order.  After  delivery,  should  any  part of the  equipment  prove  to be
     defective  in material or  workmanship,  POSTEC will repair or replace such
     part at no charge to Customer for a period of one year including  parts and
     labor.  This warranty is available  Monday  through  Friday from 9:00 AM to
     5:00 PM, excluding  holidays.  Labor charges for warranty service performed
     outside  of this time  period  will be  billed,  including  travel,  at the
     prevailing  rate. THIS IS THE ONLY WARRANTY MADE AS TO THE EQUIPMENT AND IS
     IN  LIEU  OF  ALL  OTHER  WARRANTIES,  EXPRESSED,  IMPLIED,  OR  STATUTORY,
     INCLUDING  THE  WARRANTY OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR
     PURPOSE.  POSTEC'S  SOLE  OBLIGATION  UNDER THIS WARRANTY IS LIMITED TO THE
     REPAIR OR REPLACEMENT OF THE EQUIPMENT OR PARTS THEREOF.  IN NO EVENT SHALL
     POSTEC OR ITS EMPLOYEES BE LIABLE FOR ANY





     LOSS OF PROFITS, LOSS OF USE OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL
     DAMAGES.
12.  Warranty  coverage  will not be extended  for  repairs  made  necessary  by
     damages  due to fire,  water,  storm,  burglary,  power line  fluctuations,
     spillage,  accident,   negligence,  or  abuse.  The  warranty  specifically
     excludes  damages to the printer  heads or printer  motors  caused by paper
     jams or insertion of foreign objects between the printer head and the print
     surface.  Any repair resulting from such causes or events will be performed
     only after Customer approval of estimated costs to repair.
13.  This contract  constitutes the entire contract  between Customer and POSTEC
     and may not be  amended  except by a writing  signed by both  Customer  and
     POSTEC. Customer expressly represents to POSTEC that no officer,  employee,
     representative  or  agent  of  POSTEC  has  made or  entered  into any oral
     agreement,  promise or understanding  which conflicts with any of the terms
     set forth in this contract.
14.  This contract  shall be governed by and construed  according to the laws of
     the state of Georgia.
15.  This contract shall be binding upon and insure to the benefit of POSTEC and
     Customer and to the successor or assigns of the entire  business and assets
     of either of them or of that part of the business and assets of either used
     in the performance of this contract.  It is anticipated and understood that
     POSTEC will subcontract certain of its obligations under contract to POSTEC
     service representatives.  This contract is not otherwise assignable without
     the written consent of the other party.
16.  The lack of enforcement, the invalidity for unenforceability of a provision
     in this contract shall not render any other portion or term of the contract
     invalid or unenforceable.
17.  POSTEC  shall  have the  right to  terminate  any  order,  or to delay  the
     shipment  thereof,  by reason of the  filing of  bankruptcy  or  insolvency
     proceedings  relating to the  Customer,  breach of any of the terms of this
     contract,  assignment without advance written approval, the tendency of any
     proceedings  against  Customer of the Customer's  failure to meet any other
     reasonable  requirements  established  by  POSTEC.  20%  Restocking  on all
     returned items.
                                                        /s/ PRC
                                                      -----------------
                                                      Customer Initials





                                 SALES CONTRACT
[POSTEC Logo]                                                        Postec, Inc
                                                                     Roswell, GA

THIS SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

18.  POSTEC  will not be liable for any loss or damage  resulting  from any data
     loss, virus,  and/or network security issue which affects customer hardware
     or software. POSTEC will, at customer's sole expense, make available backup
     and  restoration,  anti-virus,  or network security  hardware/software  but
     makes no warranties in relation thereto.
19.  Viruses and Security. It is Customer's  responsibility to have and maintain
     in place virus protection  software and security for all of its systems and
     data, which such security includes firewalls, passwords, physical security,
     and  access  control  policies.   If  Customer's  systems  have  persistent
     connections  to  the  Internet,  or  transmit  credit  card  or  gift  card
     transactions over the internet,  or use SSL to transmit credit card or gift
     card transactions,  or otherwise have persistent connections to any network
     where there is potential for  unauthorized  access,  Customer  acknowledges
     that  the  security  and  protection  of  the  network  and  the  data  and
     applications on that network,  including  protections against  unauthorized
     access,  is solely  and  entirely  Customer's  responsibility.  A  properly
     configured firewall is required for each site using a persistent connection
     to the public  internet or any private  network  where there is a potential
     for unauthorized access to the point of sale network. Customer acknowledges
     that, to be effective,  virus protection  software,  system passwords,  and
     other  security  software  require  periodic  and  routine  updates,  which
     Customer must obtain from its supplier or the manufacturer, as appropriate.
20.  POSTEC DISCLAIMS ANY WARRANTY,  EXPRESS OR IMPLIED, THAT, AFTER THE INITIAL
     INSTALLATION BY POSTEC OF ANY POSTEC  INSTALLED  SOFTWARE,  THE SOFTWARE OR
     CUSTOMER'S  DATA WILL  REMAIN  VIRUS-FREE.  SUPPORT OR  SERVICES  HEREUNDER
     NECESSITATED BY COMPUTER VIRUSES, OR BY ANY FAILURE OR BREACH OF CUSTOMER'S
     SECURITY FOR ITS SYSTEMS OR DATA,  INCLUDING,  WITHOUT  LIMITATION,  DAMAGE
     CAUSED BY PERSONS  LACKING  AUTHORIZED  ACCESS,  ARE NOT COVERED UNDER THIS
     AGREEMENT,  AND  WILL BE  SUPPLIED  ONLY  UPON  CUSTOMER  REQUEST  AND ON A
     REASONABLE  EFFORTS BASIS.  CUSTOMER  WAIVES ANY CLAIMS  HEREUNDER  AGAINST
     POSTEC TO THE EXTENT  ARISING FROM  CUSTOMER'S  FAILURE TO HAVE OR MAINTAIN
     CURRENT VIRUS PROTECTION, OR TO THE EXTENT ARISING AS A RESULT OF A FAILURE
     OR BREACH OF CUSTOMER'S SECURITY FOR ITS SYSTEMS OR DATA, OR AS A RESULT OF
     ANY  UNAUTHORIZED  ACCESS TO CUSTOMER'S  SYSTEMS,  WHICH SUCH  UNAUTHORIZED
     ACCESS  CUSTOMER  ACKNOWLEDGES  CANNOT  IN ALL CASES BE  PREVENTED  EVEN IF
     REASONABLE  STEPS HAVE BEEN TAKEN.  IF REQUESTED BY CUSTOMER,  POSTEC SHALL
     PROVIDE,  ON A RESONABLE EFFORTS AND ON A TIME AND MATERIAL BASIS,  SUPPORT
     OR  SERVICES  TO ADDRESS  DAMAGE  CAUSED BY, BUT NOT LIMITED TO, ANY OF THE
     FOLLOWNG:  CUSTOMER'S FAILURE TO HAVE CURRENT VIRUS PROTECTION;  CUSTOMER'S
     FAILURE  TO  MAINTAIN  VIRUS  PROTECTION;  DAMAGE  ARISING AS A RESULT OF A
     FAILURE OF CUSTOMER'S SECURITY FOR ITS SYSTEMS OR DATA; DAMAGE ARISING AS A
     RESULT OF A BREACH OF  CUSTOMER'S  SECURITY  FOR ITS  SYSTEMS  OR DATA;  OR
     DAMAGE AS A RESULT OF ANY  UNAUTHORIZED  ACCESS TO COMPUTER  SYSTEMS.  SUCH
     SUPPORT AND  SERVICES  SHALL BE BILLED AT THE  PREVAILING  STANDARD  POSTEC
     RATE.

                                                        /s/ PRC
                                                      -----------------
                                                      Customer Initials

EX-10.36 3 form8kexh1036_072408.htm Exhibit 10.36


[POSTEC Logo]
                                                                 Bill To:
                                                                Shop Rite
                                                              55 Hannah Way
                                                           Rossville, GA 30741
                                                               706-861-3347

                                                               Ship To:
          IBM SurePOS 723 ACE V6 Bundle                        Shop Rite
       5 Lane Pricing IR-V3-SSB w/ BR Data                  42950 US Hwy 72
                  July 18, 2008                           Stevenson, AL 35772
                   Description                               256-437-2152

                                                            List Price     Discounted
                                                                            Price to
                                                                            Retailer
IBM SurePOS 723 IR V3 SSB                                     $31,822       $21,246
POS Peripherals, Programming, Installation and Training       $25,860       $17,580

                                 Total Front End System:      $57,682       $38,826

Back Office System                                            $21,096       $18,386

EPS Firewall System                                           $ 5,705       $ 5,705


Total Investment without Bundled Discounts to Retailer        $84,483

Total Investment including Bundled Discounts to Retailer                    $62,917

Total Savings on Investment by Purchasing Bundle             ($21,566)

Less NCR Hardware Trade-in:                                  ( $1,500)      ($7,500)

NET INVESTMENT:                                                             $55,417

*One Year Warranty on IBM SurePOS ACE System
*Applicable Sales Tax not included
*50% Deposit/50% Balance due on Delivery
Standard Lead Times are 4-6 Weeks from receipt of signed order and deposit/PO

  /s/ Paul R. Cook                                                7/18/08
- -----------------------------------------------------        -----------------
Retailers Signature of Purchase Approval                           Date

                            Pricing Valid for 30 Days





                                 SALES CONTRACT
[POSTEC Logo]                                                        Postec, Inc
                                                                     Roswell, GA

THIS SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1.   This Sales  Contract shall be effective only when accepted by an officer of
     POSTEC, and executed by both parties.
2.   Assent of Customer to the terms and  conditions of sale set forth below and
     on the reverse side hereof shall be  conclusively  presumed from failure of
     Customer reasonably to object in writing and from acceptance by Customer of
     all or any part of the material ordered.
3.   The  down  payment   amount  listed  on  the  reverse  side   represents  a
     non-refundable  payment as reimbursement for systems consultation  services
     associated with site evaluation,  system  presentation  and/or  programming
     documentation of the equipment and order processing costs.
4.   Title,  ownership and right to  possession  of the equipment  listed on the
     reverse  side  shall  remain  with  POSTEC  until all sums due  under  this
     contract are paid.  If payment is not made when due, then POSTEC shall have
     the  immediate  right to enter any premises  where the equipment is located
     and to take  possession the equipment  without notice or demand and without
     legal  proceedings  and  Customer  agrees  to pay on  demand  a  reasonable
     equipment  rental fee and all expenses which have been reasonably  incurred
     by  POSTEC  including,  but  not  limited  to,  unreimbursed  training  and
     installation expenses, attorney's fees and court cost.
5.   Any  financing   documents  executed  in  connection  with  this  contract,
     including,  but not limited to, any promissory note,  security agreement or
     financing statement shall be deemed to be a part of this contract.
6.   POSTEC  will  endeavor  in good  faith to  deliver  products  purchased  by
     Customer  pursuant to this Agreement  within the time specified in POSTEC's
     order acceptance,  but POSTEC shall not be liable for any delay in delivery
     or failure to deliver  caused by  unavailability  of  materials,  strike or
     other  labor  related  difficulties,  interruption  of  production  due  to
     mechanical or technical reasons, government interfaces or major force.
7.   All claims for shortage or damage prior to delivery  shall be deemed waived
     unless  made in  writing  and  delivered  to POSTEC  within  ten days after
     delivery of the equipment to the Customer.
8.   Upon  delivery,  all risk of loss or damage to the equipment from any cause
     whatsoever shall be borne by Customer.
9.   The price listed on the reverse side may include  initial  programming  and
     training of personnel in the use and operation of the equipment. POSTEC and
     Customer  agree that POSTEC's sole  obligation  for training is to supply a
     qualified  instructor for the designated  number of training hours.  POSTEC
     neither  warrants nor represents that after such training time any specific
     individual or  individuals  designated by Customer will be able to properly
     use and operate the equipment.  Any additional training time will be billed
     by POSTEC at its prevailing rates.
10.  The  price  listed  on  the  reverse  side  includes  installation  of  the
     equipment,  except that it is expressly understood that installation of the
     requisite  AC  power  lines  is the sole  responsibility  of the  Customer.
     Customer acknowledges receipt of documentation  concerning the requirements
     for  dedicated,  isolated  and  insulated  AC  power  line  for all  POSTEC
     equipment.  POSTEC  shall not be  responsible  for the  inspection  of such
     electrical  installation.  Customer  acknowledges  and agrees that POSTEC's
     warranty is conditioned upon Customers providing  conditions  conforming to
     POSTEC's specifications including a dedicated telephone/modem line.
11.  POSTEC warrants that upon delivery,  the equipment shall be in good working
     order.  After  delivery,  should  any  part of the  equipment  prove  to be
     defective  in material or  workmanship,  POSTEC will repair or replace such
     part at no charge to Customer for a period of one year including  parts and
     labor. This warranty  is available  Monday through  Friday from 9:00 AM  to
     5:00 PM, excluding  holidays.  Labor charges for warranty service performed
     outside  of this time  period  will be  billed,  including  travel,  at the
     prevailing  rate. THIS IS THE ONLY WARRANTY MADE AS TO THE EQUIPMENT AND IS
     IN  LIEU  OF  ALL  OTHER  WARRANTIES,  EXPRESSED,  IMPLIED,  OR  STATUTORY,
     INCLUDING  THE  WARRANTY OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR
     PURPOSE.  POSTEC'S  SOLE  OBLIGATION  UNDER THIS WARRANTY IS LIMITED TO THE
     REPAIR OR REPLACEMENT OF THE EQUIPMENT OR PARTS THEREOF.  IN NO EVENT SHALL
     POSTEC OR ITS EMPLOYEES BE LIABLE FOR ANY





     LOSS OF PROFITS, LOSS OF USE OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL
     DAMAGES.
12.  Warranty  coverage  will not be extended  for  repairs  made  necessary  by
     damages  due to fire,  water,  storm,  burglary,  power line  fluctuations,
     spillage,  accident,   negligence,  or  abuse.  The  warranty  specifically
     excludes  damages to the printer  heads or printer  motors  caused by paper
     jams or insertion of foreign objects between the printer head and the print
     surface.  Any repair resulting from such causes or events will be performed
     only after Customer approval of estimated costs to repair.
13.  This contract  constitutes the entire contract  between Customer and POSTEC
     and may not be  amended  except by a writing  signed by both  Customer  and
     POSTEC. Customer expressly represents to POSTEC that no officer,  employee,
     representative  or  agent  of  POSTEC  has  made or  entered  into any oral
     agreement,  promise or understanding  which conflicts with any of the terms
     set forth in this contract.
14.  This contract  shall be governed by and construed  according to the laws of
     the state of Georgia.
15.  This contract shall be binding upon and insure to the benefit of POSTEC and
     Customer and to the successor or assigns of the entire  business and assets
     of either of them or of that part of the business and assets of either used
     in the performance of this contract.  It is anticipated and understood that
     POSTEC will subcontract certain of its obligations under contract to POSTEC
     service representatives.  This contract is not otherwise assignable without
     the written consent of the other party.
16.  The lack of enforcement, the invalidity for unenforceability of a provision
     in this contract shall not render any other portion or term of the contract
     invalid or unenforceable.
17.  POSTEC  shall  have the  right to  terminate  any  order,  or to delay  the
     shipment  thereof,  by reason of the  filing of  bankruptcy  or  insolvency
     proceedings  relating to the  Customer,  breach of any of the terms of this
     contract,  assignment without advance written approval, the tendency of any
     proceedings  against  Customer of the Customer's  failure to meet any other
     reasonable  requirements  established  by  POSTEC.  20%  Restocking  on all
     returned items.
                                                              /s/ PRC
                                                         -----------------
                                                         Customer Initials





                                 SALES CONTRACT
[POSTEC Logo]                                                        Postec, Inc
                                                                     Roswell, GA

THIS SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

18.  POSTEC  will not be liable for any loss or damage  resulting  from any data
     loss, virus,  and/or network security issue which affects customer hardware
     or software. POSTEC will, at customer's sole expense, make available backup
     and  restoration,  anti-virus,  or network security  hardware/software  but
     makes no warranties in relation thereto.
19.  Viruses and Security. It is Customer's  responsibility to have and maintain
     in place virus protection  software and security for all of its systems and
     data, which such security includes firewalls, passwords, physical security,
     and  access  control  policies.   If  Customer's  systems  have  persistent
     connections  to  the  Internet,  or  transmit  credit  card  or  gift  card
     transactions over the internet,  or use SSL to transmit credit card or gift
     card transactions,  or otherwise have persistent connections to any network
     where there is potential for  unauthorized  access,  Customer  acknowledges
     that  the  security  and  protection  of  the  network  and  the  data  and
     applications on that network,  including  protections against  unauthorized
     access,  is solely  and  entirely  Customer's  responsibility.  A  properly
     configured firewall is required for each site using a persistent connection
     to the public  internet or any private  network  where there is a potential
     for unauthorized access to the point of sale network. Customer acknowledges
     that, to be effective,  virus protection  software,  system passwords,  and
     other  security  software  require  periodic  and  routine  updates,  which
     Customer must obtain from its supplier or the manufacturer, as appropriate.
20.  POSTEC DISCLAIMS ANY WARRANTY,  EXPRESS OR IMPLIED, THAT, AFTER THE INITIAL
     INSTALLATION BY POSTEC OF ANY POSTEC  INSTALLED  SOFTWARE,  THE SOFTWARE OR
     CUSTOMER'S  DATA WILL  REMAIN  VIRUS-FREE.  SUPPORT OR  SERVICES  HEREUNDER
     NECESSITATED BY COMPUTER VIRUSES, OR BY ANY FAILURE OR BREACH OF CUSTOMER'S
     SECURITY FOR ITS SYSTEMS OR DATA,  INCLUDING,  WITHOUT  LIMITATION,  DAMAGE
     CAUSED BY PERSONS  LACKING  AUTHORIZED  ACCESS,  ARE NOT COVERED UNDER THIS
     AGREEMENT,  AND  WILL BE  SUPPLIED  ONLY  UPON  CUSTOMER  REQUEST  AND ON A
     REASONABLE  EFFORTS BASIS.  CUSTOMER  WAIVES ANY CLAIMS  HEREUNDER  AGAINST
     POSTEC TO THE EXTENT  ARISING FROM  CUSTOMER'S  FAILURE TO HAVE OR MAINTAIN
     CURRENT VIRUS PROTECTION, OR TO THE EXTENT ARISING AS A RESULT OF A FAILURE
     OR BREACH OF CUSTOMER'S SECURITY FOR ITS SYSTEMS OR DATA, OR AS A RESULT OF
     ANY  UNAUTHORIZED  ACCESS TO CUSTOMER'S  SYSTEMS,  WHICH SUCH  UNAUTHORIZED
     ACCESS  CUSTOMER  ACKNOWLEDGES  CANNOT  IN ALL CASES BE  PREVENTED  EVEN IF
     REASONABLE  STEPS HAVE BEEN TAKEN.  IF REQUESTED BY CUSTOMER,  POSTEC SHALL
     PROVIDE,  ON A RESONABLE EFFORTS AND ON A TIME AND MATERIAL BASIS,  SUPPORT
     OR  SERVICES  TO ADDRESS  DAMAGE  CAUSED BY, BUT NOT LIMITED TO, ANY OF THE
     FOLLOWNG:  CUSTOMER'S FAILURE TO HAVE CURRENT VIRUS PROTECTION;  CUSTOMER'S
     FAILURE  TO  MAINTAIN  VIRUS  PROTECTION;  DAMAGE  ARISING AS A RESULT OF A
     FAILURE OF CUSTOMER'S SECURITY FOR ITS SYSTEMS OR DATA; DAMAGE ARISING AS A
     RESULT OF A BREACH OF  CUSTOMER'S  SECURITY  FOR ITS  SYSTEMS  OR DATA;  OR
     DAMAGE AS A RESULT OF ANY  UNAUTHORIZED  ACCESS TO COMPUTER  SYSTEMS.  SUCH
     SUPPORT AND  SERVICES  SHALL BE BILLED AT THE  PREVAILING  STANDARD  POSTEC
     RATE.

                                                                 /s/ PRC
                                                            -----------------
                                                            Customer Initials


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