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LED Lighting Proposal for:

11/1/2013

Upgrade existing lighting to LED equivalent lighting. See attached list.

5 Year cost to operate your Current Lights

Project Scope:

5 Year cost to operate LED Lighting solution

BALANCE SHEET

Current Expense

Replaces Current

Amount redirected to your business after upgrade Expenses Removedfrom balance sheet

$101,976.05

$36,161.75

$65,814.00

Prepared for: Project Location:

TEU Services, Inc., 1454 Sidney Baker Street, Kerrville, TX 78028 All Rights Reserved

5 Year Summary PageProject Location

$1,206.18Lighting portion of electric bill

Lighting maintenance labor cost

$14,474.17 $72,370.85 $144,741.70

$230.60 $2,767.20 $13,836.00 $27,672.00

$262.82 $3,153.84 $15,769.20 $31,538.40

$1,699.60 $20,395.21 $101,976.05 $203,952.10

Lighting maintenance material cost

Total

Cost after the LED upgrade

10.70

107,378.54 536,892.70 1,073,785.40

$590.56 $7,086.72 $35,433.60 $70,867.20Lighting portion of the electric bill

$12.14 $145.63 $728.15 $1,456.30Lighting maintenance labor cost

Lighting maintenance material cost

Lighting finance cost

602.70 7,232.35 36,161.75 $72,323.50Total

Energy

kW Demand Reduced

kWH Reduced

CO2 Reduced 118,116.39 590,581.97 1,181,163.94

$0.00$0.00$0.00 $0.00

$65,814.30$13,162.86$1,096.90Without Financing

Positive Cash FlowWith Financing $65,814.30$13,162.86$1,096.90 $131,628.60

$131,628.60

kW

kWH kWH kWH

1st Month 1st Year 5 Years 10 YearsCost Before LED Upgrade


LED Lights

Print Name _____________________________________

DIRECT PURCHASE

InitialsMonths For ROI 35.01Savings per Month $1,096.90

$38,407.55

Installation by Licensed Electricians

InitialsMonths For ROI

$55,727.5550.8

Total

$17,320.00

Maintenance Program - 5 Years

InitialsMonths For ROI 53.47

Total

$2,926.95

Performance Contract - 5 Years (Maintenance Program Required)

InitialsMonths For ROI

$60,501.4155.16

Total

$1,846.91

Total PurchaseSign Name _____________________________________Total Program Savings

Potential Tax Deductions and Energy RebatesPotential Deduction [1]

EPAct Deduction [2]

Utility Rebate, Factory Rebates[3]

Total Potential Tax Deductions and Energy Rebates

[1] Consult your Tax Advisor to see if a capital purchase or an equipment lease is more to your advantage. Based on 35% average tax rate.[2] EPAct 179 tax deductions are estimated using 35% average tax rate and are currently available through December 31 2013.

5 Year Net Cash Flow

$5,250.00

$26,425.49

$65,814.00

Prepared for:

Tax on LEDs (included in total )

Tax on Installation (included in total )

$58,654.50

$21,175.49

$31,738.09

Tax on Installation (included in total )

$2,927.13

$1,320.00

$223.07

[3] Utility Rebates are estimated and may be available based on local utility programs which are not guaranteed.

$0.6025,000.00107,378.54 kWh x

ft x 35%x

35.00% $60,501.41x

Proposal Prepared For authorized representative

Presented by

Amount for the LED Conversion (BOM)Amount including Installation by TEUAmount including Maintenance AgreementAmount including Performance Contract with Maintenance

Sales taxes have not been added and will be added unless tax exempt status provided.

Signature Date:

Amount for the LED Lights (BOM)Amount including Installation by TEUAmount including Maintenance AgreementAmount including Performance Contract with Maintenance

Sales taxes have not been added and will be added unless tax exempt status provided.

Signature Date:

56,031.21$ 1,109.49$

This 'Deposit Required' Proposal is based on one location.

35,480.42$ 702.55$ 51,480.42$ 1,019.37$ 54,184.30$ 1,072.91$

This 'No Closing Cost' Proposal is based on one location.

Finance Options - Deposit Required

This option is designed to offer the lowest monthly payments for the business owner. UCC Filing fees, closing costs and first/last month payment will be required at closing.

Total Price Monthly Payments

59,294.87$

Total Price Monthly Payments

61,315.98$

768.82$ 1,115.52$ 1,174.11$ 1,214.13$

FINANCE OPTIONS LED Lights

This option is designed to preserve cash for the business owner by including the UCC Filing fees and closing costs in the total and providing a No Cash out of Pocket solution.

Finance Options - No Closing Cost

38,826.87$ 56,335.97$

INCOMPLETE

Qty Item Description

Date: 10/28/2013Quote No: 662540 Valid For: 30 Days

Bill of Materials

Project Name:

TEU Services Inc1454 Sidney Baker Street

P.O. Box 291744Kerrville, TX 78028Tel: 866-512-7770Fax: 866-567-8990

Email: [email protected]

Representative:

Project Location:

316 MAIN WORKOUT AREAKAV 16W50KC T8-4ft ULITM01898

88 DEAD LIFT AREAKAV 16W50KC T8-4ft ULITM01898

22 MEN'S LOCKERKAV 16W50KC T8-4ft ULITM01898

4 MEN'S LOCKERKAV 16W50KC T8-4ft ULITM01898

11 M.M.A ROOMDLC 4' 18W50K T-8 LED Retro Kit (4 tubes)ITM02338

12 CHILD CAREKAV 16W50KC T8-4ft ULITM01898

3 CHILD CAREDLC 4' 18W50K T-8 LED Retro Kit (4 tubes)ITM02338

12 MAIN ROOM/LEFT WALLKAV 16W50KC T8-4ft ULITM01898

3 EXTERIOR WALL111w Retrofit KitITM02296

12 FRONT AND RIGHTWALL

DLC 4' 18W50K T-8 LED Retro Kit (4 tubes)ITM02338

60 WOMAN'S LOCKERROOM

KAV 16W50KC T8-4ft ULITM01898


Qty Item Description

3 WOMAN'S LOCKERROOM

DLC 4' 18W50K T-8 LED Retro Kit (4 tubes)ITM02338

10 CHILD CAREKAV 16W50KC T8-4ft ULITM01898

54 AEROBICSKAV 16W50KC T8-4ft ULITM01898

16 SET UP ROOMKAV 16W50KC T8-4ft ULITM01898

2 CYCLE ROOM 1-2KAV 16W50KC T8-4ft ULITM01898

Ordering Signature .................................................................................. Date ....................................................

Quote Terms and Conditions will be added asan additional page when the PDF is created.


Control Sheet Details

Main Workout Area - Days per weekHours per day

11/1/2013

24 7

Fixture Qty

Lamp WattsBallast WattsVoltageBulb TypeMaint Labor/YRMaterials Cost/YR

Replacement LED:KAV 16W50KC T8-4ft ULITM01898

Customer

Surveyor Date

Date

316

1

$1,896.00

Existing Fixtures

Installation Instructions: All wiring to be done in accordance to electrical code by Licensed Electrician

Type

Lamps Per Fixture

$1,780.13

T8 - 4 ft - 32w - 1 Bar32ww277v

Disclaimer: Any Dimmers, Photo-cells, Timers and Motion Sensors manufactured prior to 2010MUST be updated or may void manufactures warranty.



Dead Lift Area - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

22

4

$132.00

Existing Fixtures


Type

Lamps Per Fixture

$123.93

T8 - 4 ft - 32w - 4 Bar32ww277v




Men's Locker - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

22

1

$132.00

Existing Fixtures


Type

Lamps Per Fixture

$123.93

T8 - 4 ft - 32w - 1 Bar32ww277v




Men's Locker - Shower Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

2

2

$12.00

Existing Fixtures


Type

Lamps Per Fixture

$11.27

T8 - 4 ft - 32w - 2 Bar32ww277v




M.M.A Room - 70 watts Days per weekHours per day

11/1/2013

24 7

Fixture Qty


Replacement LED:DLC 4' 18W50K T-8 LED Retro Kit (4 tubes)ITM02338

Customer

Surveyor Date

Date

11

2

$107.25

Existing Fixtures


Type

Lamps Per Fixture

$78.65

T12 - 8 ft - 70w - 2 Bar70w10w277v




Child Care - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

3

4

$18.00

Existing Fixtures


Type

Lamps Per Fixture

$16.90

T8 - 4 ft - 32w - 4 Bar32ww120v




Child Care - 70 watts Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

3

2

$29.25

Existing Fixtures


Type

Lamps Per Fixture

$21.45

T12 - 8 ft - 70w - 2 Bar70w10w120v




Main Room/Left Wall - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

12

1

$72.00

Existing Fixtures


Type

Lamps Per Fixture

$67.60

T8 - 4 ft - 32w - 1 Bar32ww277v




Exterior Wall - Days per weekHours per day

11/1/2013

12 7

Fixture Qty


Replacement LED:111w Retrofit KitITM02296

Customer

Surveyor Date

Date

3

1

$57.00

Existing Fixtures


Type

Lamps Per Fixture

$63.37

400W MH Wallpack400w40w277v




Front and Right Wall - 70 watts Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

12

2

$117.00

Existing Fixtures


Type

Lamps Per Fixture

$85.80

T12 - 8 ft - 70w - 2 Bar70w10w277v




Woman's Locker Room - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

15

4

$90.00

Existing Fixtures


Type

Lamps Per Fixture

$84.50

T8 - 4 ft - 32w - 4 Bar32ww277v




Woman's Locker Room - 70 watts Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

3

2

$29.25

Existing Fixtures


Type

Lamps Per Fixture

$21.45

T12 - 8 ft - 70w - 2 Bar70w10w277v




Child Care - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

5

2

$30.00

Existing Fixtures


Type

Lamps Per Fixture

$28.17

T8 - 4 ft - 32w - 2 Bar32ww277v




Aerobics - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

54

1

$324.00

Existing Fixtures


Type

Lamps Per Fixture

$304.20

T8 - 4 ft - 32w - 1 Bar32ww277v




Set Up Room - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

16

1

$96.00

Existing Fixtures


Type

Lamps Per Fixture

$90.13

T8 - 4 ft - 32w - 1 Bar32ww277v




Cycle Room 1-2 - Days per weekHours per day

11/1/2013

24 7

Fixture Qty



Customer

Surveyor Date

Date

2

1

$12.00

Existing Fixtures


Type

Lamps Per Fixture

$11.27

T8 - 4 ft - 32w - 1 Bar32ww277v



Cut Sheet

Setting the LED Industry Standard

11/1/2013

Key Features• The top of the line aluminum housing helpsextend the light life of the LED tube• Replaces yellow or dim lighting with a more visible "white light" for improved light quality and uniformity• Rotatable End Caps UV Free - Attracts fewer insects• Instant on with no warm-up required• Environmentally Safe Lighting • Zero Mercury Content • Eliminate disposal of hazardous material

Five-year warranty based on 22hr/day usage

Technical Specifications

ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:

4 ft16WBi-Pin401600LmIP20-Interior Only5000KNo85-300V

Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:

ApplicationsIndoor useSchool, University, Hospital, Hotel, Offices, Show Room, Showcase,Commercial Complexes, Factories, Warehouses, Supermarket,Department store

The LED Tube light is a quick and simple LED retrofit toreduce your electric bill 50-75%. Running without aconventional ballast or starter and producing high lumenoutput with lower power consumption makes this tube one ofthe most efficient LED retrofits.minimum order of 60

Applications

Warranty:Hour Rating:

5 years50,000hr

Key Features

KAV 16W50KC T8-4ft UL



Cut Sheet


11/1/2013




ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:


Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:



Applications


5 years50,000hr

Key Features




Cut Sheet


11/1/2013




ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:


Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:



Applications


5 years50,000hr

Key Features




Cut Sheet


11/1/2013




ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:


Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:



Applications


5 years50,000hr

Key Features




Cut Sheet


11/1/2013




ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:


Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:



Applications


5 years50,000hr

Key Features




Cut Sheet


11/1/2013




ITM01898

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:


Lens:CRI:

Beam Angle:

Clear71+120°

Weight:Dimensions:

Power Factor:



Applications


5 years50,000hr

Key Features




Cut Sheet


11/1/2013

• 4000 K CCT• > 90 CRI• 5-year limited warranty• 50,000 hours at L70• No Uv in light output• No mercury in light source


ITM02296

Bulb Standard

Optical

Mechanical

Warranty

Wattage:Base:

Replaces:Lumens:

Color:Dimmable:

Voltage:

111wNew Fixture400w90004000kYes (0-10v)100-277V

Diode:Lens:CRI:

Beam Angle:

CreeFlat8084°

Power Factor:RetailMuseumsHospitalityRestaurants

LED modules provide lighting designers and manufacturerswith simple, easy-to-adopt LED lighting solutions that reduceluminaire retrofit time. This kit includes mounting hardware.

Diode layout may be different from image shown.

Applications


5 years50,000hrs

Key Features

111w Retrofit Kit



Cut Sheet


11/1/2013

Key Features• Replaces a T12 40W• The top of the line aluminum housing helpsextend the light life of the LED tube• Replaces yellow or dim lighting with a more visible "white light" for improved light quality and uniformity• UV Free - Attracts fewer insects• Instant on with no warm-up required• Environmentally Safe Lighting • Zero Mercury Content • Eliminate disposal of hazardous material



ITM02338

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:

4 ft72WBi-Pin40W6720IP20-Interior Only5000-5500KNo120-277V

Diode:Lens:CRI:

Beam Angle:

SamsungClear80+140°

Weight:Dimensions:

Power Factor:

ApplicationsIndoor useSchool, University, Hospital, Hotel, Offices, Show Room, Showcase,Commercial Complexes, Factories, Warehouses, Super-market,Department store

The LED Tube light is a quick and simple LED retrofit to reduce yourelectric bill 50-75%. Running without a conventional ballast orstarter and producing high lumen output with lower powerconsumption makes this tube one of the most efficient LED retrofits.The 4ft tube has 96 high quality Samsung 2323SMD which reducesheat and increases light output this allows the diodes to perform for50,000+ hours.

Applications


5 years50,000

Key Features

DLC 4' 18W50K T-8 LED Retro Kit (4 tubes)



Cut Sheet


11/1/2013

Key Features• Replaces a T12 40W• The top of the line aluminum housing helpsextend the light life of the LED tube• Replaces yellow or dim lighting with a more visible "white light" for improved light quality and uniformity• UV Free - Attracts fewer insects• Instant on with no warm-up required• Environmentally Safe Lighting • Zero Mercury Content • Eliminate disposal of hazardous material



ITM02338

Bulb Standard

Optical

Mechanical

Warranty

Length:Wattage:

Base:Replaces:

Lumens:IP Rating:

Color:Dimmable:

Voltage:

4 ft72WBi-Pin40W6720IP20-Interior Only5000-5500KNo120-277V

Diode:Lens:CRI:

Beam Angle:

SamsungClear80+140°

Weight:Dimensions:

Power Factor:

ApplicationsIndoor useSchool, University, Hospital, Hotel, Offices, Show Room, Showcase,Commercial Complexes, Factories, Warehouses, Super-market,Department store

The LED Tube light is a quick and simple LED retrofit to reduce yourelectric bill 50-75%. Running without a conventional ballast orstarter and producing high lumen output with lower powerconsumption makes this tube one of the most efficient LED retrofits.The 4ft tube has 96 high quality Samsung 2323SMD which reducesheat and increases light output this allows the diodes to perform for50,000+ hours.

Applications


5 years50,000

Key Features

DLC 4' 18W50K T-8 LED Retro Kit (4 tubes)



1

PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of the of , 20 ("Effective Date") by and between ("Client") whose Company address is and TEU Services, Inc., a Texas corporation ("TEU") whose address is 1454 Sidney Baker Street, Kerrville, TX 78028.

RECITAL Client desires to convert its existing lighting to new LED fixtures and LED bulbs, TEU is a Manufacturer and Distributor of LED lighting fixtures, bulbs and LED retrofit kits, and Client desires to enter into this Agreement with TEU to convert existing lighting at its property located at , (“Project”). It is therefore agreed: Section 1 -- Description: Client hereby hires TEU to convert existing lighting in accordance with the following: 1. The Bill of Materials listing all LED fixtures, bulbs and LED retrofit kits, a copy of which is attached hereto as Exhibit

A and by this reference made a part hereof ("BOM") and; 2. The Project Control Sheets and LED Product specification sheets which are attached hereto as Exhibit B and which

are incorporated herein by this reference ("Specifications"). and; 3. A Photometric Design may be prepared by TEU Services for the Project, if deemed necessary, and will be attached

hereto as Exhibit C and by this reference made a part hereof (“Design”). In the event of a conflict between the BOM, Specifications, Design or this Agreement, the BOM then Specifications then the Design shall prevail.

Section 2 -- Price and Payment: Except as otherwise provided hereunder, the Price for the LED fixtures, bulbs and LED retrofit kits for converting the Project lighting as set forth in Section 1 shall be $ ("Price"). Such Price shall be paid 50% deposit upon signing of this Agreement, subject to any Contingency specified in Exhibit E, with the balance due upon shipment of LED fixtures, bulbs and LED retrofit kits unless other Terms have been agreed to and attached to this agreement in Exhibit D. The Price shall be paid directly to TEU. Any and all amounts not timely paid shall bear interest beginning the thirty-first (31st) day following the due date until paid in full at the rate of twelve percent (12%) per annum. Section 3 – Optional Services and Price Adjustments: Client acknowledges that if it makes modifications or amendments to the BOM, Specifications or Design, then the cost of the lighting conversion may increase. Client shall reimburse TEU for such cost increases. Options to this Agreement are as follows:

1. Installation by TEU: This option is attached hereto as Exhibit F and by this reference made a part hereof. 2. Maintenance Agreement: This option is attached hereto as Exhibit G and by this reference made a part hereof. 3. The Certificate of Performance Guaranty with Maintenance Agreement: this option is attached hereto as Exhibit

H and by this reference made a part hereof (“COP”) 4. Finance Option –This option is attached hereto and by this reference made a part hereof as Exhibit I. 5. Multiple Locations – Additional locations (“Projects”) may be added to this Agreement at an additional cost per

location. The list of additional locations, attached hereto and by this reference made a part hereof as Exhibit J. Section 4 -- Change Orders: The Plans, Specifications and Proposal shall not be modified or amended except by written agreement signed by Client and TEU. Any work by TEU pursuant to such amendments shall be invoiced at cost plus 15%. Section 5 – Identification and Risk of Loss: Identification of the materials to the contract shall occur as to each shipment or delivery to Client when the materials are actually received by Client. Risk of loss shall pass to Client upon its receipt of each shipment or delivery. Section 6 -- Commencement and Completion: TEU anticipates that it will commence the conversion of the lighting within _____ days and will complete the conversion within _____ days after commencing. Conversion schedule will be coordinated with Client or Client’s Agent. Section 7 -- Approval of Plans: Client represents and warrants that the Plans have been approved by any requisite association having a right of architectural review and that if such approval has not been obtained Client shall bear any

2

costs resulting from changes to the Plans required as a result of any such review. Section 8 -- Force Majeure: TEU shall not be liable to Client for failing to perform under this Agreement because of circumstances beyond the control of TEU. Such circumstances shall include (but not be limited to) any acts or omissions of any government, natural disaster, act of public enemy, riot, sabotage, war, terrorist act, acts of God, or any events reasonably beyond the control of TEU. Section 9 -- Draw Requests: TEU does not plan to make any progress draws during the conversion process. Section 10 – Lien Waiver/Release: Upon client’s written request, TEU will execute a lien waiver, release or final contractor’s affidavit upon payment in full, including any applicable interest. SECTION 11 -- WARRANTY DISCLAIMER: TEU WARRANTS THAT THE SERVICES DESCRIBED IN SECTION 1 SHALL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND THAT THE MATERIALS DESCRIBED IN SECTION 1 SHALL BE FIT FOR THE ORDINARY PURPOSES FOR WHICH SUCH MATERIALS ARE ORDINARILY USED. SUCH WARRANTY OF MATERIALS SHALL EXPIRE THE EARLIER OF TERMINATION OF THIS AGREEMENT BY TEU FOR NONPAYMENT OR FIVE YEARS AFTER COMPLETION OF THE PROJECT. EXCEPT AS OTHERWISE SET FORTH HEREIN, TEU HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Section 12 -- Default: The following events shall constitute an event of default:

1) Breach: Failure of either party to perform this Agreement as provided herein; 2) Misrepresentation: If any representation or warranty of either party made herein or in connection with any of

the agreements or transactions contemplated hereby shall prove to have been false in any material respect on the date when made.

3) Bankruptcy: If either party shall admit in writing its inability to pay its debts, suffer a receiver for all or substantially all of its property to be appointed, and, if appointed without its consent, to be discharged within thirty days; or institute proceedings under any law relating to bankruptcy, insolvency, or the reorganization or relief of debtors, or, if any such proceedings are instituted against it, shall suffer the same not to be dismissed or stayed within thirty (30) days.

Section 13 -- Termination: This Agreement may only be terminated as provided hereunder. If an Event of Default occurs the other party shall notify the defaulting party of the default in writing ("Notice of Default"). If such default is not cured by the defaulting party within forty (40) days of receiving Notice of Default, then the party providing such notice may terminate this Agreement by providing the defaulting party written notice of termination ("Termination Notice"). Said Termination Notice shall be effective as of the date of receipt of Termination Notice. Notice of Default and Termination Notice shall be delivered by Certified Mail, Return Receipt Requested. Receipt shall be deemed effective as of the date of delivery. Section 14 -- Payment in the Event of Termination: If this Purchase Agreement is terminated, TEU shall receive payment of the price prorata based upon the percentage of work completed as of the date of Termination Notice. All uninstalled products will be returned to TEU if this Purchase Agreement is terminated. Section 15 -- Client Responsibilities: Client shall be solely and exclusively responsible for coordinating with the installation crew and scheduling installation dates for work to be accomplished during normal business hours. Client shall provide the installation crew with access to the premises at all scheduled times and such other times as may be reasonably necessary to timely complete installation. Section 16 -- Changes, Waivers: Neither this Agreement nor any of the provisions hereof may be changed, waived, discharged or terminated orally, but only by statement in writing signed by Client and TEU. Section 17 -- Contingencies: This contract is contingent upon the terms and conditions specified in Exhibit E, attached hereto. Section 18 -- Binding Effect: This Agreement shall be binding upon and inure to the benefit of Client and TEU and the respective successors and assigns; provided, however, that TEU may not assign or transfer its rights hereunder without the prior written consent of Client being first obtained. Any and all Exhibits attached hereto are incorporated herein by reference and made a part of this Agreement.

3

Section 19 -- Severability: If any provision of this Agreement shall be deemed or held to be invalid or unenforceable, such provisions shall be severable from and shall not be construed to have any effect on the remaining provisions of this Agreement which shall continue in full force and effect. Section 20 -- Attorneys' Fees: In the event that any litigation should arise out of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs, including those incurred in an appeal. Section 21 -- Insurance: TEU shall maintain general liability insurance in an amount not less than $1,000,000.00. Section 22 – Construction: This instrument is intended by the parties as a final expression of their agreement and as a complete an exclusive statement of its terms. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain or vary any of the terms of this Agreement. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. Section 23 – Governing Law: The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have set their hands and seal the date first above written. TEU Services, Inc. Client Tommy Carpenter Name Name

President Title Title

Signature Signature

Date Signed on Date Signed on

4

List of Exhibits

Exhibit A Bill of Materials Exhibit B Control Sheets and Product Specification Sheets Exhibit C Photometric Design (intentionally deleted) Exhibit D Terms for Compensation to TEU Exhibit E Purchase and Sale Contingency Exhibit F Installation by TEU Exhibit G Maintenance Agreement (intentionally deleted)

Exhibit H Certificate of Performance and Maintenance Agreement (intentionally deleted) Exhibit I Finance Option Exhibit J Multiple Locations (intentionally deleted)

9

Exhibit E Purchase and Sale Contingency

This Agreement shall be contingent upon the successful completion of a pilot installation at the Project ("Pilot Install"). Upon execution of this Agreement, TEU shall install replacement LED fixtures/bulbs at a location mutually agreed upon by TEU and the Client. The Client shall have period of 14 days from installation to inspect and observe the installed fixtures ("Inspection Period"). If Client notifies TEU in writing that Client is dissatisfied with the Pilot Install, then this Agreement shall automatically terminate and neither party shall have any rights or obligations hereunder except for (i) those that expressly survive termination and (ii) Client’s obligation to pay TEU for the cost of the Pilot Install as provided in the immediately succeeding sentence. The Client will have deemed to have waived the Purchase and Sale Contingency with written notice of acceptance of the Pilot Install, or through failure to provide an objection notice within the Inspection Period. The cost of the Pilot Install, not to exceed $ , shall be due and payable to TEU by the Client in the event that the Client elects to terminate this Agreement for any reason other than a Performance Failure, defined as the failure of the replacement fixtures to perform as per the specifications outlined in Exhibit B. In the event that the Client elects to waive its contingency, or has failed to provide written notice prior to the expiration of the Inspection Period, the Client shall immediately submit payment(s) as per Section 3 herein.

MAINTENANCE AGREEMENT

This Agreement made and entered into this day of , by and

between, _______ , with his/her principal office at ____________________________ (hereinafter called

"Customer"); and TEU Services Inc, a Texas Corporation with its principal office at 1454 Sidney Baker StreetP.O. Box 291744, Kerrville, TX 78028 (hereinafter referred to as "TEU").

WITNESSETH:

1. Customer, for the full, complete and faithful performance of this Agreement, agrees to pay TEU in accordance with therates and prices as stated herein.

2. Equipment Covered by this Agreement (the “Equipment”): See Attached Control Sheets

3. Term: This Agreement is in effect for 5 Years from the date of the installation. (The “Term”).

4. Type of Service:a. TEU will maintain Equipment in good working order during the Term of the Agreement. Upon notification by

Customer via email, fax or toll free phone number of Equipment issues which occur during the Term, TEU willhave seven (7) business days to have a Certified Electrical Installer on site to evaluate the Equipment and orderreplacement Equipment as necessasary. TEU will schedule the replacement of Equipment based on availabilityof replacement Equipment.

b. Should the Certified Electrical Installer determine the Equipment problem is due to Customer’s Abuse,Vandalism, Mishandling or Improper Operation of the Equipment, or circuit failure powering the Equipment, TEUand Customer will be notified before repairs are performed. Customer will be charged for a service call basedon service call rates billed by the Certified Electrical Installer.

5. Price for Replacement Parts:a. TEU will bear the cost of replacing Equipment failures which qualify for the factory warranty during the Term of

the Maintenance Agreement.b. Customer will bear the cost of replacing Equipment failures due to reasons stated in line 4b. Customer will be

charged for replacement Equipment at TEU’s current list price, plus freight, transportation, and taxes F.O.B.manufacturer along with any installation costs incurred.

6. Customer’s Duties:a. Customer has five (5) business days beginning on date of installation completion of Equipment to notify TEU of

any problems arising from the installation of the Equipment. Failure to notify TEU signifies Customeracknowledgement that it has had ample opportunity to inspect the equipment and acknowledges that it isin good operating condition and agrees the Equipment was in good order and repair, and was in all aspectsadequate, sufficient, and proper for the use for which it was intended.

b. Customer shall not alter or modify the Equipment in any way or permit anyone to damage, deface, or removeit or any part thereof. Should the equipment or any part thereof become other than as stated in the previoussentence, then it is Customer’s responsibility to cease using the equipment and notify TEU. TEU will bedeemed to have no knowledge of such condition until notified by Customer in writing, and will have noobligation to remedy such condition until TEU agrees in writing to remedy such condition.

7. Reports of Service: A copy of a maintenance report shall be completed, signed and attached to the Equipment or submitted to the Customer after each maintenance call. Copies of this or other reports of service performed hereunder shall befurnished to any legal authority or other party deemed appropriate by TEU.

8. Performance of Services: Service and inspection pursuant to this Agreement will be performed during normal workinghours on days not designated for TEU’s employees as holidays. Services provided at other than those hours shall be double

the hourly rate. All inspections and maintenance work shall be done by Certified Electrical Installers contracted by TEU.

9. Limitation of Services: TEU will not be under any obligation to make any overhauls, alterations, renewals or repairsexcept those incidental to the normal use and proper operation of the Equipment as originally intended. Likewise, TEUwill not be required to either make safety tests or install new attachments or devices to the Equipment or alter the same,even if recommended or directed by insurance companies or by Federal, State, Municipal or other authorities, but TEUagrees to do the foregoing when requested by the Customer upon terms and conditions to be agreed upon by the partiesat that time. TEU’s obligations to make any recommendations or issue any warnings will not exceed the extent that TEU

has contracted to provide service.

10. Indemnity and Hold Harmless: To the fullest extent permitted by law, the Customer agrees to indemnify and hold TEU

MAINTENANCE AGREEMENT


harmless, against claims, losses, actions, suits, proceedings, costs, expenses, damages, and liabilities (including but notlimited to negligence, tort and strict liability) and any and all costs and expenses in connection therewith, including

attorneys’ fees and costs, arising out of, or connected with the maintenance, repair, inspection, use, erection, and possession ofthe equipment by Customer. This obligation to defend, indemnify and hold harmless includes any liability TEU may have due to anydetermination that it is an agent of Customer under Texas law. It is not intended to

indemnify TEU for its own negligence. Insofar as these indemnity claims are concerned, the parties specifically waive protection of any workmen's compensation act of any state of the United States or province of Canada for any claim by TEU orCustomer whether in common-law negligence, indemnification, contribution, contract or otherwise. The parties agree to giveeach other prompt written notice of any and all such claims.

11. Entire and Binding Agreement: This Agreement shall constitute the entire agreement between the parties, and all priorrepresentations whether written or verbal are merged herein. This Agreement shall be binding upon and inure to thebenefit of the successors and assigns of the respective parties hereto, provided that this Agreement shall not be assignedby either party without written consent of the other party.

12. No Waiver: No Employee or agent of the parties shall have authority to delete or waive any of the provisions of this Agreement.

13. Payment Terms: Payment of amounts invoiced by TEU is due from Customer, without discounts, on receipt of the invoice.Unpaid invoiced amounts become delinquent the 31st day after invoice. A late charge to 1.5% per month determined daily from thedate of the invoice, will be due TEU on invoices not paid within thirty (30) days of the invoice date, and in the event of such adefault all costs of collections, including reasonable attorneys’ fee, will be paid to TEU by Customer.

14. Applicable Law / Dispute Resolution: This Agreement shall be governed by and construed under the laws of the State ofTexas or the State in which the equipment is maintained, which ever TEU so chooses. TEU may chose to apply the laws of

a different State for different provisions or issues which may arise out of this Agreement. In the event a dispute arises from orrelates to this Agreement and the Parties are unable to settle the dispute between them, the dispute shall be referred to a mutuallyagreeable mediator within twenty (20) days of a written request for mediation submitted by either Party. The Parties will sharethe costs of mediation equally and the mediation shall be held in San Antonio, Texas.

15. Arbitration: In the event mediation is not successful, Customer and TEU agree that all claims, disputes of other controversies arising out of this Agreement or related thereto, shall be settled by and subject to binding arbitration, withone (1) arbitrator, under the Construction Industry Arbitration Rules of the American Arbitration Association (“AAA”).Customer and TEU agree that the location of any arbitration proceeding commenced shall be held within an accreditedAAA office in San Antonio, Texas. Customer and TEU agree to be bound by the findings and award of such arbitratorfinally and without recourse to any court of law other than for the enforcement of the arbitrator’s decision or award. Anyarbitrator’s decision or award may be entered as a judgment in any Court in the United States. The prevailing party, asdetermined by the arbitrator, shall be entitled to any award of its costs, arbitration costs, and reasonable attorneys’ fees.

16. Waiver of Subrogation: The Parties do hereby agree to waive any right of action against the other in contribution, indemnification or otherwise to the extent that the party seeking such right of action has been or can be reimbursed by Insurance. To the extent required, each party will insure that their respective insurance policies contain provisions permitting thiswaiver of subrogation.

Authorized Representative for Authorized Representative forTEU Services Inc

By: By: ________________________________________

Name: Name:________________________________________ Printed Printed

Title: Title: _________________________________________

Customer

Certificate of Performance Guarantee/Contract

This Certificate of Performance, hereinafter referred to as "COP" is made as of the _____________ of ____________,20______ "Effective Date", by and between hereinafter referred to as "Owner" whoseaddress is and TEU Services Inc, a Texas Company, hereinafter referred to as "Company" whose address is 1454 SidneyBaker StreetP.O. Box 291744, Kerrville,TX 78028.Owner desires to have the lighting at ,hereinafter referred to as “Property”, upgraded to energy efficient LED lighting by Company. Company is qualified tospecify the proper LED products to complete the energy efficient upgrade and Owner desires to hire Company tocomplete the lighting upgrade, hereinafter referred to as “Project” per the attached Control Sheets detailing all lights,light fixtures and luminaries to be upgraded.Installation of LED Lighting: Company will manage the installation of all LED lighting listed on the Control Sheetsusing a Certified Installer to insure proper installation, current licensing and required insurances.Maintenance of LED Lighting: Company will provide labor and materials to maintain all LED lighting listed on theControl Sheets per the term of the attached Maintenance Agreement.LED Lighting Product Warranty: Company will facilitate the warranties issued by the Manufacturer of each productspecified and installed.Pricing and Payment: Except as otherwise provided hereunder, the services of Company shall be performed for thesum of $_________________________. Such price shall be paid by the Owner or paid directly to Company by theentity providing Financing for the LED lighting project per attached payment schedule.Survey of existing lightsCompany has taken a Survey of lights to be upgraded at Property. The Survey details each type of light bulb or light fixture ,location of the light, lighting controls currently being used, hours of operation and watts/kilowatts used by each lighting type to beupgraded. The Survey is attached hereto and made a part of this Performance Guarantee.

Energy Savings ReportExisting lights currently installed in the Property are listed in the attached Energy Savings Report. This report displays the currenthours of operation per twelve month period for each light type and the corresponding kilowatt hours of electricity being used peryear multiplied by the current cost per kilowatt hour of electricity. Each light type also displays a corresponding LED upgrade lightbulb or fixture that will be used to upgrade the existing light. The Energy Savings are calculated per light type for a twelve monthperiod, and the energy savings from each light type is included in the Total Energy Savings amount for sixty months or five years,based upon the agreed to hours of operation that are in the attached Energy Savings Report and made a part of this PerformanceGuarantee.

The determination of Project Savings AmountFor purposes of the Performance Guarantee, the project savings amount will be divided into twelve month increments, notcalendar years. Each twelve month increment will be referred to as “One Year” and the Performance Guarantee period is foryears, or months from the date of substantial completion of installation. The calculated savings for each One Year period isdisplayed in the Energy Savings Report. The total for each One Year period is the energy savings amount that is Guaranteed. Theindividual light type savings and each monthly period savings is not individually guaranteed. The savings will be calculated usingthe facility’s electric meter readings from the previous year. These readings will be compared to the electric meter readings for thesame One Year time period after upgrading to LED light. If the guaranteed savings are not achieved for each One Year period,data loggers may be installed to monitor the energy consumption of a representable sample of the LED lights that have beeninstalled. If these LED bulbs and fixtures’ energy consumption is equal to or less than the Energy Savings Report, this means theenergy savings projections are not being met due to a cause other than the LED lighting. For example, if an LED bulb is listed onthe Energy Savings Report at 15 watts and a field test proves it is drawing 15 watts or less, the guaranteed energy savings arebeing met regardless of the actual facility meter readings.

Conditions of CoverageThe Guarantee may become void if the following conditions are not met and/or maintained:The Owner makes any changes in hours of operation or purposeful use of the facility. Additional electrical equipment is placed intouse in the facility, or current equipment is modified. Vandalism or damage to light bulbs or light fixtures are not reported to theCompany. The Owner makes modifications to the lighting installed by the Company. The Owner fails to follow theinstallation/operation manual provided by the Company.When these events occur they must be reported to Company using correct reporting form. If there is a change in Project kWhusage that occurs for a reason other than failure of lighting equipment to achieve guaranteed consumption level, Company and theOwner will adjust savings amount and determine a new Guarantee Savings baseline.

Limitation, Exclusions and Requirements of GuaranteeAll repairs and adjustments to Lighting installed by Company are the responsibility of the Company and must be made by a Certified Installer or CertifiedRepairman. The Owner is required to report energy consumption each month by mailing, faxing or emailing a complete copy of the electrical bill to theCompany. Any losses or damages caused by improperly operating lighting or lighting controls, losses or damage to the lighting equipment caused byothers is excluded.

Project modifications to reduce performance guaranty payment obligationsThe mutual goal of the parties is to maximize the savings amount. Therefore the Company shall have the right, at all times during the guarantee term,subject to the customers written approval, to modify and or replace any of LED lights installed or install additional LED lights and to revise the proceduresfor the operation of the LED lights or implement other procedures at the site provided that: (I) such actions by the Company did not result in modifyingthe standards of comfort and service that were in the schedule without the express written approval of the Owner, (II) such actions are necessary toenable the Company to achieve a guaranteed annual savings amount; and (III) any cost incurred relative to such modifications are borne by theCompany. Additions, modifications or replacements of the LED lights, or more operational changes or new procedures shall be the sole responsibility ofthe Company. All modifications, additions or replacements of the LED lights or revisions to operating or other procedures shall be described in asupplemental to be provided to the customer for approval, that shall not be unreasonably withheld or delayed, and incorporated into this contract througha change order, and the work related to such modifications, additions, or replacements shall be carried out in accordance with the terms in provisions ofthe contract. The replacements LED lights shall be new and have equal or better potential to reduce energy consumption at their site than the previousLED lights being replaced. All replacement of the alterations or additions to the LED lights shall become part of the LED lights description in the Bill ofMaterials and shall become the property of the Owner.

Disputes regarding energy performance calculationsAny disputes concerning the Energy Savings calculations, causes for adjustments, or other energy or consumption calculations described as shall beresolved as follows:First, the parties will use good faith efforts to resolve such dispute in a 30 days period of written notifications from the other party of the dispute. If theparties are unable to resolve the matter within 30 day period, the dispute shall be submitted to a third party professional engineering firm for resolutionwith expertise in Energy Engineering acceptable to both Company and Owner. The determination of such firm will be final and binding upon both Ownerand the Company. Company and the Owner will each to be responsible for half of the fees of such firm. The disputed calculations shall not take effectuntil there’s a final adjudication for resolution of disputes. Should the dispute result in the guaranteed energy savings calculations being deficient, thedeficiency will be paid at the lesser of the current kilowatt hour rate or the rate at the date of the contract.

Additional savingsIn the event that project savings amount exceeds the guarantee annual savings amount in any guarantee year, the excess amount may be used to reducethe company’s liability for any guarantee payment due to the customer for immediately following the performance year guaranty year.

Limitations of LiabilityThe Company shall not be liable to Owners for failing to perform under this Agreement because of circumstances beyond the control of Company. Suchcircumstances shall include (but not be limited to) increase in electrical rates by the utility company, any acts or omissions of any government, naturaldisaster, act of public enemy, riot, sabotage, war, terrorist act, acts of God, or any events reasonably beyond the control of Company. The limits ofliability incurred by the Company shall not exceed the total projected energy savings for the sixty month period displayed in the Energy Savings Report.

Claims ProcedureTo file a claim against the Company, the Owner will need to submit in writing, documenting the projected savings amount versus the actual billing amountoverage for the twelve month period being claimed. Claims may be filed after the completion of any twelve month period in the sixty month guaranteeperiod and only when the Conditions of Coverage and Requirements of Guarantee have been met.

Company Owner

Signature Signature

Printed Name, Title Printed Name, Title

Date Date

Energy Savings Report, Yearly Savings

KWH usedBefore LED

KWH usedAfter LED

KWHSavings

AnnualSavings


P.O. Box 291744Kerrville, TX 78028

Tel: 866-512-7770Fax: 866-567-8990


Prepared for Physical Location

210,380.35

TotalKWH usedBefore LED

TotalKWH usedAfter LED

TotalKWH

Savings

Total5 Year

Savings

Year 1

Year 2

103,001.81 107,378.54 $7,387.64

Year 3

Year 4

Year 5

1,051,901.75 515,009.05 536,892.70 $36,938.20

TotalKWH usedBefore LED

TotalKWH usedAfter LED

TotalKWH

Savings

Total10 YearSavings

2,103,803.50 1,030,018.10 1,073,785.40 $73,876.40

Total 5 Year

Year 6

Year 7

Year 8

Year 9

Year 10

Total 10 Year

210,380.35

210,380.35

210,380.35

210,380.35

210,380.35

210,380.35

210,380.35

210,380.35

210,380.35

103,001.81

103,001.81

103,001.81

103,001.81

103,001.81

103,001.81

103,001.81

103,001.81

103,001.81

107,378.54

107,378.54

107,378.54

107,378.54

107,378.54

107,378.54

107,378.54

107,378.54

107,378.54

$7,387.64

$7,387.64

$7,387.64

$7,387.64

$7,387.64

$7,387.64

$7,387.64

$7,387.64

$7,387.64

Estimated 10 Year Savings


INCOMPLETEDate: 10/28/2013Quote No: 662540 Valid For: 30 Days

ESR by Area

Project:

Area Name



Tel: 866-512-7770Fax: 866-567-8990


KWHSavings

SavingsAmount

Yearly KWHused

Hrs/year$/kW avg

Cost PerYear


AEROBICS7,547.90

$1,038.59

$519.30$519.29

8,736

$0.069

15,095.81

7,547.90

CHILD CARE1,397.76

$192.33

$96.17$96.16

8,736

$0.069

2,795.52

1,397.76

CHILD CARE1,677.31

$230.80

$115.40$115.40

8,736

$0.069

3,354.62

1,677.31

CHILD CARE2,044.22

$270.47

$129.82$140.65

8,736

$0.069

3,931.20

1,886.98

CYCLE ROOM 1-2279.55

$38.47

$19.23$19.24

8,736

$0.069

559.10

279.55

DEAD LIFT AREA12,300.29

$1,692.52

$846.26$846.26

8,736

$0.069

24,600.58

12,300.29

EXTERIOR WALL4,311.22

$396.68

$100.07$296.61

4,368

$0.069

5,765.76

1,454.54

FRONT AND RIGHT WALL8,176.90

$1,081.87

$519.30$562.57

8,736

$0.069

15,724.80

7,547.90


INCOMPLETEDate: 10/28/2013Quote No: 662540 Valid For: 30 Days

ESR by Area

Project:

Area Name



Tel: 866-512-7770Fax: 866-567-8990


KWHSavings

SavingsAmount

Yearly KWHused

Hrs/year$/kW avg

Cost PerYear


M.M.A ROOM7,495.49

$991.71

$476.02$515.69

8,736

$0.069

14,414.40

6,918.91

MAIN ROOM/LEFT WALL1,677.31

$230.80

$115.40$115.40

8,736

$0.069

3,354.62

1,677.31

MAIN WORKOUT AREA44,169.22

$6,077.68

$3,038.84$3,038.84

8,736

$0.069

88,338.43

44,169.22

MEN'S LOCKER3,075.07

$423.13

$211.56$211.57

8,736

$0.069

6,150.14

3,075.07

MEN'S LOCKER559.10

$76.93

$38.47$38.46

8,736

$0.069

1,118.21

559.10

SET UP ROOM2,236.42

$307.73

$153.87$153.86

8,736

$0.069

4,472.83

2,236.42

WOMAN'S LOCKER ROOM8,386.56

$1,153.99

$577.00$576.99

8,736

$0.069

16,773.12

8,386.56

WOMAN'S LOCKER ROOM2,044.22

$270.47

$129.82$140.65

8,736

$0.069

3,931.20

1,886.98
