Master Equipment Lease

FIRST SECURITY LEASING COMPANY
MASTER EQUIPMENT LEASE AGREEMENT


This MASTER EQUIPMENT LEASE AGREEMENT is between the First Security entity specified below ("Lessor") and the lessee or lessees specified below ("Lessee").


Section 1. Declaration of Intent to Lease; Delivery and Acceptance of Equipment.


Subject to the terms hereof, Lessor agrees to make payment for and to lease to Lessee the personal property described in Schedules, as defined below, (hereinafter referred to collectively as "Equipment" and individually as "Item" or "Item of Equipment"), and Lessee agrees to lease each such Item of Equipment from Lessor for the Rental specified in the Lease Schedules to Master Equipment Lease Agreement entered into pursuant to this Agreement and making specific reference hereto (the "Schedules"), subject to the terms and conditions set forth herein and in the Schedules.


There may be one or more Schedules under this Agreement executed either simultaneously with or subsequent to the execution and delivery of this Agreement. Each Schedule making specific reference to this Agreement and incorporating the terms hereof shall constitute a separate lease which will be identified by a Lease Number identified in such Schedule. The term "Agreement" used herein shall refer to this Master Equipment Lease Agreement and the Schedules. The lease created by a particular Schedule and a copy of the Master Equipment Lease Agreement shall be referred to as "a Lease". The terms of this Master Equipment Lease Agreement may be changed, modified or supplemented in Section 1 of any Schedule.


Section 2. Term; Rental and Late Charges.


The term of each Lease with respect to any Item of Equipment (the "Term") shall commence upon the date of acceptance indicated in the Schedules hereof relating thereto (the "Acceptance Date") and shall end, unless earlier terminated in accordance with the provisions of this Agreement, at the expiration of the Term specified in the Schedule.


Lessee shall pay to Lessor Basic Rental and Interim Rental for each Item of Equipment in the amounts and on the dates specified in the Schedules (each a "Rental Payment Date").


In the event any Rental or other amount payable hereunder shall not be paid within ten (10) days when due, Lessee shall pay to Lessor, as supplemental rental, an amount equal to five percent (5%) of such overdue Rental, plus interest on such overdue payment until paid, at the rate of eighteen percent (18%) per annum.

All payments to Lessor provided for in this Lease shall be paid to Lessor at the address indicated herein or at such other place as Lessor shall specify in writing.


All Leases created hereunder are net leases and Lessee shall not be entitled to any abatement of Rental, Residual Value or other charges payable hereunder by Lessee or withholding thereof from Lessor or any reduction thereof, including, but not limited to, abatements or reductions due to any present or future claims of Lessee against Lessor or any assigned under this Agreement or otherwise, or against the manufacturer or vendor of the Equipment, nor, except as otherwise expressly provided herein, shall this Agreement terminate, or the obligations of Lessee be affected, by reason of any defect in or damage to or loss or destruction of all or any of the Equipment from whatever cause, the interference with use by any private person, corporation or governmental authority, the invalidity, unenforceability or lack of due authorization of this Agreement or lack of right, power or authority of Lessor to enter into this Agreement, or for any other cause whether similar or dissimilar to the foregoing.


Section 3. Early Termination; Renewal; Purchase.


Provided no Event of Default shall have occurred and be continuing hereunder, Lessee shall have the right during the Term, upon not less than sixty (60) days' prior written notice to Lessor, to terminate a Lease with respect to all, but not less than all, Items thereunder as of the next succeeding Rental Payment Date following such notice, subject to Lessor's receipt of the payments specified in the following sentence. On or before the termination of Lease, Lessee shall pay to Owner: (1)- all Rental due and to become due up to and including the next succeeding Rental Payment Date following such notice; and (2)- the Termination Value of the Equipment being terminated as of such next succeeding Rental Payment Date. Upon payment of all such amounts the obligation of Lessee to pay Rental on each succeeding Rental Payment Date shall then terminate. The "Termination Value" of an Item shall mean, as of any Rental Payment Date, the present value of the sum of (i)- all remaining installments of Rental (excluding the installment due on such Rental Payment Date) and (ii) - the Residual Value indicated in the Schedule relating thereto, computed by discounting such amounts at such rate and applying such penalties as shall then be consistent with Lessor's normal business practices. See Section I of Lease Schedule.


Provided no Event of Default shall have occurred and be continuing hereunder, Lessee shall have the right, upon not less than sixty (60) days' prior written notice to Lessor, to renew a Lease upon the expiration of the term thereof with respect to all, but not less than all, Items thereunder for such term as Lessor and Lessee agree and with Rental payments which will fully amortize the Residual Value at then current market rates.


Upon the expiration of the Term of a Lease, unless renewed or terminated earlier in accordance herewith, Lessee shall pay to Lessor on the final day of the Term an amount in cash equal to the Residual Value of all, but not less than all, Items thereunder.


If Lessee shall determine upon the expiration of the Term of a Lease or the termination thereof pursuant to this Section 3, to sell the Equipment thereunder to a third party rather than to retain such Equipment, Lessee shall notify Lessor in writing of such determination at least sixty (60) days prior to such expiration or termination. Upon receipt of such notice, Lessor shall act as the exclusive agent of Lessee to sell such Equipment. Lessor shall use its best efforts to arrange a sale for cash of the Equipment at then current market values. Lessee agrees to reimburse Lessor for all expenses incurred by Lessor in connection with such sale including the costs of repair or preparation of the Equipment and to pay a reasonable fee for such services. Lessor shall be entitled to retain from the proceeds of any such sale or lease any amounts then still due and owing to Lessor. Any excess shall be paid to Lessee. Nothing in this paragraph shall be construed to relieve Lessee of its obligation to pay the applicable Termination Value and Residual Value on the date such payments are due under Sections 3(A) and 3(C) hereof. See Section I of Lease Schedule.


All sales pursuant to this Section 3 shall be made without any representation, recourse or warranty on the part of Lessor except that Lessor shall warrant that the Equipment is free and clear of all liens, charges and encumbrances arising as a result of claims against Lessor not related to its ownership of the Equipment. Lessor shall deliver to Lessee or other buyer any and all documents reasonably requested to transfer title to such Equipment on an as-is where-is basis.


Section 4. Conditions Precedent.


The obligation of Lessor to lease an Item of Equipment and to make payment to the vendor therefor is subject to Lessee's supplying the following, if requested by Lessor, at Lessee's expense, in form and substances satisfactory to Lessor.


A. Articles of Incorporation and By-laws of Lessee, and resolutions of the
Board of Directors, each certified by the Secretary or an Assistant
Secretary duly authorizing each Lease of Equipment hereunder and the
execution, delivery and performance of this Agreement and each Schedule if
Lessee is a corporation;


B. Partnership Agreement, trust indenture, assumed name filings or such other
documents as Lessor may demand if lessee is not a corporation;


C. Evidence satisfactory to Lessor as to due compliance with the insurance
provisions of Section 11 hereof and Section G of the Schedules;


D. A favorable written opinion of counsel for Lessee satisfactory to Lessor as
to each of the matters set forth in Section 5(B)(i) - (vi) hereof and as to
such other matters as Lessor may reasonably request; E. A completed and signed Schedule including a description of such Item; and


F. Vendor's invoice of the Item.


Section 5. Representations and Warranties.


Lessor's Representations and Warranties. Lessor warrants that during the Term of any Lease, if no Event of Default has occurred, Lessee's use of the Equipment shall not be interrupted by Lessor or anyone claiming solely through or under Lessor.


The warranties set forth in the preceding paragraph are in lieu of all other warranties of Lessor, whether written, oral or implied, and Lessor shall not by virtue of having executed this Agreement or any other document pursuant to this Agreement, or for any other reason, be deemed to have made any other warranties. LESSOR LEASES THE EQUIPMENT AS IS WITHOUT WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION (A) THE DESIGN, PERFORMANCE, SPECIFICATIONS OR CONDITION OF ANY ITEM OR ITEMS OF EQUIPMENT, (B) THE MERCHANTABILITY THEREOF, (C) THE FITNESS FOR ANY PARTICULAR PURPOSE THEREOF, (D) THE LESSOR'S TITLE THERETO, (E) INTERFERENCE BY ANY PARTY OTHER THAN LESSOR WITH LESSEE'S RIGHT TO THE QUIET ENJOYMENT THEREOF, OR (F) THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT OR CONFORMITY THEREOF TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER RELATING THERETO, IT BEING AGREED THAT ALL SUCH RISKS AS BETWEEN LESSOR AND LESSEE ARE TO BE BORNE BY LESSEE. LESSEE FURTHER UNDERSTANDS AND AGREES THAT NEITHER THE EQUIPMENT SUPPLIER NOR ANY SALESPERSON OR OTHER AGENT OR EMPLOYER OF SUCH SUPPLIER IS AN AGENT FOR OR HAS ANY AUTHORITY TO SPEAK FOR OR TO BIND LESSOR IN ANY WAY. LESSOR IS NOT AN AGENT OR REPRESENTATIVE OF SUCH SUPPLIER. Lessor hereby authorizes Lessee, at Lessee's expense, to assert for Lessor's account during the Term of a Lease, all of Lessor's rights under any manufacturer's vendor's or dealer's warranty on the Equipment to the extent permitted by law and agreement, and Lessor agrees to cooperate with Lessee in asserting such rights; provided, however, Lessee shall indemnify and hold harmless Lessor from and against any and all claims, and all costs, expenses, damages, losses and liabilities incurred or suffered by Lessor in connection therewith, as a result of, or incident to, any action by Lessee pursuant to the above authorization. Lessor shall not be responsible for special or consequential damages relating to its obligations or performance under their Agreement.


B. Lessee's Representations and Warranties. Lessee represents and warrants that:
(i) Lessee, if a corporation, is duly organized and existing in
good standing under the laws of the state of its
incorporation, and is duly qualified to do business in those
jurisdictions (including those where the Equipment will be
located) where such qualification is necessary to carry on
its present business operations;


(ii) Lessee, if a partnership, trust or other entity, is duly
organized, registered and validly existing under the laws of
the jurisdiction of its organization or residence and is
duly qualified to do business in those jurisdictions
(including those where the Equipment will be located) where
such qualification is necessary to carry on its present
business operations;


(iii)Lessee has full power, authority and legal right to execute,
deliver and perform the terms of this Agreement. This
Agreement has been duly authorized by all necessary
corporate action on the part of Lessee and the execution,
delivery and performance thereof do not require any
stockholder approval, do not require the approval of or the
giving of notice to any federal, state, local or foreign
governmental authority, do not contravene any law binding on
Lessee or Lessee's certificate or ar ...