Aberlyn Restructure Agreement

LEASE SCHEDULE


Lease Schedule No: 003 to Master Lease Agreement No: 0001E


Lessor: Aberlyn Capital Management Lessee: American BioMed, Inc.
Limited Partnership 10077 Grogan's Mill Road
1000 Winter Street Suite 100
Waltham, MA 02154 The Woodlands, TX 77380
(617) 895-1144


1. Lessor and Lessee have entered into a Master Lease Agreement dated as of January 4, 1993, including this Lease Schedule (collectively, the "Lease"), pursuant to which Lessor and Lessee have agreed to lease the equipment described in Exhibit A hereto (the "Equipment"). the Lessor and Lessee acknowledge and agree that for United States federal income tax purposes, this Lease shall be treated as a conditional sale transaction, and both parties (and their successors or assigns) hereby agree to report to all relevant tax authorities that this Lease transaction is a conditional sale transaction. For this purpose, (i) this Lease is, and shall consistently be treated as, a financing transaction, rather than a sale, (ii) Lessee will be the owner of the Equipment to be delivered under this Agreement, for tax purposes, (iii) Lessee will not claim any rental deduction for the amounts paid to the Lessor under the Lease, (iv) Lessor will not claim amortization or depreciation deduction with respect to the Equipment delivered under the lease, (v) neither party will at any time take any action, directly or indirectly, or file any returns, or other documents inconsistent with the foregoing, and (vi) the parties will file such returns, take such actions and execute such documents as may be reasonable and necessary to facilitate the accomplishment of the intent expressed in subparagraph (i) through (v) of this Section 1.


2. The Acquisition Cost of the Equipment is $285,823.00.


3. a. Lease Term: The Lease Term is 24 months commencing on the "Lease Term Commencement Date" as defined in the Acceptance Certificate, plus any partial period between the date on which Lessor, at the request of the Lessee, acquires an interest in or incurs any obligation with respect to such Equipment and the Lease Term Commencement Date.


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b. Rent: Lessee shall pay Lessor 24 Rent payments in the following amounts commencing on the date set forth in the Acceptance Certificate with respect to the Equipment (the "Rent Payment Commencement Date") and on the same day of each month thereafter for the entire Lease Term:


Rent Payment Nos: 1-5 Rent Payment Amount: $ 6,612.00 each
Rent Payment No: 6 Rent Payment Amount: $22,039.00
Rent Payment Nos: 7-11 Rent Payment Amount: $ 6,612.00 each
Rent Payment No: 12 Rent Payment Amount: $22,039.00
Rent Payment Nos: 13-17 Rent Payment Amount: $ 6,612.00 each
Rent Payment No: 18 Rent Payment Amount: $55,097.00
Rent Payment Nos: 19-23 Rent Payment Am ...