Exhibit A

Additional Terms and Conditions

The parties, Company and Client, mutually agree as follows:

  1. Outside Consultants.  In certain situations, Company may recommend outside consultants for Client in the event that Client requires services that are beyond the expertise of Company and, in Client’s sole discretion, Client may directly contract with the outside consultants that Company recommends.  In particular, Client hereby acknowledges that (i) Company is not a law firm or an accounting firm, (ii) although Company may provide Client with advice relating to deal structuring, financial due diligence and/or related services, Company does not provide any legal advice or tax advice, and (iii) with respect to any written communication from Company to Client, unless such written communication expressly provides that the statements contained therein are intended to constitute written tax advice within the meaning of IRS Circular 230 §10.37, Company intends for such written communication to provide general information for discussion purposes only, such that Client should not interpret such statements to be written tax advice or rely upon such statements for any purpose.

  2. Term and Termination.

    1. Effective Date.  This Agreement is effective the date upon which Client executes this Agreement (the “Effective Date”).

    2. Term.  The initial term of this Agreement is for six (6) months from the Effective Date.  This Agreement shall automatically renew for successive six (6) month periods on each anniversary of the Effective Date, unless either party gives written notice of such party’s intent not to renew to the other party at least thirty (30) days prior to such anniversary of the Effective Date. An additional Retainer fee equal to amount defined in section 2 of the Capital Procurement Services Agreement shall be due upon each contract renewal. 

    3. Termination.  This Agreement shall terminate immediately upon the happening of any of the following events:  (i) the mutual written agreement of Company and Client; (ii) by either party, with thirty (30) days’ advance written notice to the other party; (iii) if Client is a business entity, then by the dissolution and liquidation of Client (other than as part of a reorganization, merger, consolidation or sale of all or substantially all of the assets of Client whereby the business of Client is continued); (iv) if Client is an individual, then by the death of Client; or (v) by the dissolution and liquidation of Company (other than as part of a reorganization, merger, consolidation or sale of all or substantially all of the assets of Company whereby the business of Company is continued).  Termination shall only apply to the Services and compensation provisions of this Agreement and all other provisions of this Agreement shall survive termination of this Agreement.

  3. Confidentiality.

    1. Confidential Information.

      1. “Information” includes, but is not limited to, any designs, drawings, specifications, diagrams, ideas, inventions, plans, devices, apparatuses, machines, methods or techniques, marketing techniques, client lists, vendor lists, referral sources, and marketing and development plans.

      2. “Confidential Information” consists of any Information, whether existing in the past, present or future, and whether or not copyrightable or patentable, that either:  (i) is a “Trade Secret”, defined as Information that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other
        persons who can obtain economic value from such Information’s disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain such Information’s secrecy; or (ii) is private or confidential Information, in that it is Information not generally known or available either to the public or to either party’s competitors.

    2. Non-Disclosure.

      1. The parties shall each treat as confidential, and shall not disclose or use for the benefit of any third party, any and all Confidential Information that is made available or disclosed to such party as a result of or related to this Agreement.

      2. Notwithstanding anything in Section 3.2.1 to the contrary, the parties shall have no obligation for that portion of such Information, which (i) is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed to the disclosing party; (ii) became known to the receiving party prior to the disclosing party’s disclosure of such Information to the receiving party; (iii) became known to the receiving party from a source other than the disclosing party by means other than by the breach of an obligation of confidentiality owed to the disclosing party; or (iv) is independently developed by the receiving party without access to the disclosing party’s Information.

    3. Effect of Termination.

      1. The parties each agree that, within thirty (30) days of the expiration or termination of this Agreement, the parties shall return to the other party or destroy all Confidential Information.

      2. The confidentiality provisions of this Agreement shall survive the termination of the Services and compensation provisions of this Agreement and shall continue so long as necessary to protect the confidentiality of Information governed by this Section 3.

  4. General Provisions.

    1. No Agency.  This Agreement does not create or imply any partnership, agency relationship or joint venture between Company and Client.  Company may provide services, which may be similar to the Services, for any other entity or individual without any duties or obligations to Client.

    2. Warranties.  Company disclaims all warranties, express or implied, including WITHOUT LIMITATION the implied warranty of merchantability and the warranty of fitness for a particular purpose.

    3. Limitation of Liability.

      1. In no event SHALL either party be liable to the other PARTY for any special, incidental or consequential damages, whether based UPon breach of contract, tort (including WITHOUT LIMITATION negligence) or otherwise, whether or not SUCH party has been advised of the possibility of such damageS.

      2. The liability of each party for damages or alleged damages under THIS AGREEMENT, whether in contract, tort or any other legal theory, is limited to, and SHALL not exceed, an amount equal to the total fees paid by Client to Company under THIS AGREEMENT during the immediately PRECEDING twelve (12) month period.

    4. Force Majeure.

      1. Any delay in or failure of performance by either party under this Agreement shall not breach this Agreement if such delay or failure is caused by any occurrence beyond the reasonable control of such party, including without limitation (i) acts of God, (ii) power outages and (iii) governmental restrictions.

      2. Performance under this Agreement shall be excused for the lesser of (i) the number of days that the occurrence reasonably prevents performance, and (ii) thirty (30) days.

    5. Waiver.  Any failure or delay by either party to enforce any right under this Agreement (i) does not constitute a waiver, at that time or in the future, of the non-enforced right or any other right, and (ii) does not modify the rights or obligations of either party under this Agreement.

    6. Amendments.  This Agreement may only be modified, or any rights under this Agreement waived, by a written document executed by both parties.

    7. Governing Law.  This Agreement and the rights and liabilities of the parties shall be determined in accordance with the laws of the Commonwealth of Virginia, without regard to any of its conflict of laws principles.

    8. Dispute Resolution.

      1. Time Period.  Any claim arising out of or related to this Agreement must be brought no later than one (1) year after such claim accrues.

      2. Binding Arbitration.  Any dispute between the parties arising out of or in connection with this Agreement shall be submitted by the parties to binding arbitration with the McCammon Group in Arlington, Virginia.  Any arbitration shall proceed in accordance with the commercial arbitration rules of the McCammon Group in Arlington, Virginia.  In the event that the parties fail to agree upon an arbitrator within ten (10) days after written notice from one (1) party to the other party requesting arbitration, the complaining party shall have an arbitrator, familiar with the issues, designated in accordance with the McCammon Group rules.  The award rendered by the arbitrator shall be final and binding upon the parties, and either party may enter such judgment in any court of competent jurisdiction.

      3. Costs.  In the event of any action to enforce, interpret or set aside this Agreement, the prevailing party shall be entitled to recover all court costs, arbitration costs and attorneys’ fees incurred in connection with such action or proceeding. In the event of security issuance or legal costs tied to a transaction, Client agrees to cover Company costs.

    9. Representations.  The parties acknowledge that in executing this Agreement the parties do not rely and have not relied upon any representation or statement, other than those specifically stated in this written Agreement, made by either of the parties or by either of the parties’ respective agents, attorneys or representatives with regard to the subject matter, the basis or the effect of this Agreement.

    10. Prior Understanding.  This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, and the parties intend for this Agreement to be a complete and exclusive statement of the terms of the parties’ agreement.  This Agreement supersedes all negotiations, understandings, agreements, representations and warranties, if any, related to the subject matter of this Agreement, which precede the execution of this Agreement.

    11. Partial Invalidity.  In the event that a portion of this Agreement becomes invalid or unenforceable, all remaining portions of this Agreement shall remain binding and enforceable.

    12. Notices.

      1. Each party shall send all notices and all other communications, required or permitted by this Agreement, in writing, by any one (1) of the following methods:  (i) personal delivery; (ii) certified mail, return receipt requested; (iii) registered mail, return receipt requested; or (iv) overnight mail delivery service.

      2. Either party may change the address to which notices and other communications are to be sent to such party, by written communication to the other party, served in the manner described in this Section 4.12.

      3. Initially, the address to which notices and other communications are to be sent to Company is as follows:


Epsilon Acquisition Services LLC
Attn:  Brendan Brandt, Chief Executive Officer
8998 Lorton Station Boulevard, Suite C

    Lorton, Virginia 22079

With a Copy To:
Arlington Law Group

    Attn:  Eric M. Lemmer, Esq.
1739 Clarendon Boulevard
Arlington, Virginia 22209

  1. Headings.  The headings of the sections of this Agreement have been included only for convenience and do not modify or limit any of the provisions of this Agreement.

  2. Binding Agreement.  This Agreement is binding upon, and inures to the benefit of, the parties and each of their respective heirs, administrators, representatives, executors, successors and assigns.

  3. Independent Contractor Status.  The relationship between Company and Client shall be one of independent contract.  Company shall not be treated as an employee of Client for any purpose.  Client shall have no obligation to provide any health, life or other insurance coverage or any other benefit for Company.

  4. Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, and all of the counterparts together constitute a single instrument.  The parties may execute this Agreement electronically, by facsimile or by an attachment to an electronic mail message in .PDF or similar format, and each copy thereof shall be treated as though such copy is an original.