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EXHIBIT 10.11.M; PAGE 1
MOTOR VEHICLE CONTRACT AND SECURITY AGREEMENT
This Motor Vehicle Contract and Security Agreement (the "Agreement") is made
effective as of August 1, 1998, by and between Xxxxx Xxxxxxx and Xxxxxxxx
Xxxxxxx, JTWROS (collectively, the "Seller"), 000 Xxxxx Xxxxxx, Xxx Xxxxxxxx, XX
00000, and Electropure, Inc. (the "Buyer"), 00000 Xxxxx Xxxxxx Xxxxx, Xxxxxx
Xxxxx, XX 00000, and states the agreement of the parties as follows:
MOTOR VEHICLE DESCRIPTION
NEW/USED USED ODOMETER READING 40,010
YEAR 1994 VEHICLE ID NO. 0X0XX00X0XX000000
MAKE CADILLAC COLOR FOREST GREEN
BODY STYLE 4 DOOR SEDAN LICENSE NO. 3HNX906
MODEL SEVILLE (SLS)
DISCLOSURES PURSUANT TO THE TRUTH-IN-LENDING ACT
ANNUAL PERCENTAGE RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS TOTAL SALE PRICE
The cost of your The dollar amount the The amount of credit The amount you will The total cost of
credit as a yearly credit will cost you. provided to you or on have paid after you your purchase on
rate. your behalf. have made all credit, including
payments as scheduled. your down payment of
$3,000.
9.00% $2,296.00 20,000.00 $22,896.00 $25,896.00
PAYMENT SCHEDULE
NUMBER OF PAYMENTS AMOUNT OF PAYMENTS WHEN PAYMENTS ARE DUE
One Payment 3,000.00 August 1, 1998
35 Payments 636.00 August 15, 1998
One Payment 636.00 July 15, 2001
ADDITIONAL TERMS AND AGREEMENTS
A. PROMISE TO PAY: Buyer promises to pay the down payment and the Amount
Financed, plus the finance charges on the Amount Financed, as shown in the
Payment Schedule. The Finance charges are to be computed daily on a simple
interest basis by applying the Annual Percentage Rate to the unpaid portion of
the Amount Financed until all sums due under this contract are fully paid.
Payments will be applied first to any unpaid deferred downpayment, then to the
finance charges and then to repay the Amount Financed.
B. SIMPLE INTEREST CONTRACT: This is a simple interest contract. The Finance
Charge, Total of Payments and Payment Schedule shown may differ from the amount
Buyer will
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EXHIBIT 10.11.M; PAGE 2
ultimately have to pay if payments are not received on their exact due dates or
the Seller adds amounts to the amount Buyer owes for any of the reasons stated
below.
C. SECURITY INTEREST: Buyer hereby grants Seller a security interest under the
California Uniform Commercial Code in the vehicle and all parts or accessories
put on the vehicle and in all insurance premiums financed for you or rebates
from insurance premiums, service contracts, and in the proceeds of any insurance
policies covering the vehicle or credit or disability insurance policies
financed hereunder, which security interest secures all sums which may become
due under this contract, as well as any modifications, extensions, renewals,
amendments, or re-financing of it.
D. USE OF VEHICLE: Buyer agrees to keep the vehicle free of all taxes and liens,
except in favor of Seller, and not to use the vehicle, or permit the vehicle to
be used, illegally, improperly, or for hire, or to expose the vehicle to misuse,
seizure, or confiscation, or other involuntary transfer, even if the vehicle was
not the subject of judicial or administrative action. Buyer agrees not to make
any material change in the vehicle or allow any material change in it to be
made, or to remove the vehicle, or allow it to be removed from this State for a
period in excess of 30 days or transfer any interest in the vehicle. Buyer
agrees to keep the vehicle in good working condition and make all necessary
repairs. Buyer agrees not to remove the vehicle, or to permit its removal, from
this country. Although Seller is not obligated to do so, if Seller elects to pay
any liens, fees or taxes in connection with the vehicle, or to expend any other
amount to protect Seller's interest in the vehicle, Buyer will reimburse Seller,
at Seller's options: (i) within 5 days of Seller's demand upon Buyer to do so,
or (ii) Seller may add the dollar amount of any such liens, fees, taxes or other
charges Seller pays to the balance of this contract, accruing interest, from the
xxxx Xxxxxx pays such amounts until the time Buyer pays them to Seller, at the
annual percentage rate shown on the face of this contract, with such dollar
amount and interest due at maturity of this contract or in monthly installments
due on the remaining payment dates shown on the face of this contract, as Seller
might choose.
E. INSURANCE: Buyer agrees to keep the vehicle insured in favor of Seller with a
policy satisfactory to Seller, with comprehensive, fire, theft and collision
coverage, insuring the vehicle in an amount sufficient to cover the value of the
vehicle. Buyer agrees to deliver the policies to Seller, and Buyer agrees that
Seller may (i) contact Buyer's insurance agent to verify coverage or to add
Seller as a loss payee or lienholder, (ii) make any claim under Buyer's
insurance policy, (iii) cancel the insurance on Buyer's default, and (iv)
receive any payment of loss or return premium, and apply the amounts received,
at Seller's option, to replacement of the property or to Buyer's indebtedness
under this Agreement, including indebtedness not yet due. If Buyer fails to
maintain such insurance, Seller may, at Seller's option, procure such insurance
to protect Seller's interest in the property, and Buyer agrees to pay for such
insurance and finance charges on the premiums on demand at the annual percentage
rate shown on the reverse, according to the notice Seller sends Buyer. Buyer
agrees that any insurance Seller purchases may be for the protection of only
Seller's interest in the property, and may be for the remaining term of the
contract or any shorter period as Seller may determine. Buyer understands that
the insurance premiums may be higher if Seller must purchase insurance than if
Buyer had purchased the insurance itself. Buyer agrees that Seller can use any
proceeds from insurance to either repair or replace the vehicle or to reduce
Buyer's debt under this contract as Seller may decide. Whether or not the
vehicle is insurance, Buyer must pay for it if it is lost, damaged or destroyed.
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EXHIBIT 10.11.M; PAGE 3
F. PREPAYMENT OF AMOUNT OWED: Buyer may prepay all amounts due under this
contract at any time without penalty. In addition, if Buyer fails to make any
payment when due or perform any other agreement provided for in this contract,
Seller may, in addition to other remedies, declare all sums immediately due and
payable. If Buyer prepays a portion of the balance, the payment will be credited
first to interest and the balance to the unpaid Amount Financed. The next
payment will be due on the next regular installment date.
G. DEFAULT: If Buyer breaches any warranty or defaults in the performance in any
promise Buyer makes in this agreement, including, but not limited to, making of
any payment when due, or becomes insolvent, or files any proceeding under the
U.S. Bankruptcy Code, or upon Buyer's dissolution, or if the vehicle is damages,
destroyed, or impounded, Seller may at the Seller's option and without notice or
demand (1) declare all unpaid sums immediately due and payable (2) file suit
against Buyer for all unpaid sums (3) take immediate possession of the motor
vehicle (4) exercise any other legal or equitable remedy. Upon taking possession
of the motor vehicle and giving notice as provided by law, if Buyer does not
redeem the vehicle, Seller will sell it, at public or private sale. Seller may
purchase the vehicle at any public sale. The proceeds of the sale will be
applied first to the expenses of retaking, reconditioning, storing and selling
the property, and the remainder will be applied to unpaid sums owing under this
contract, including collection costs and attorney fees. If there is any money
left over (surplus) it will be paid to Seller. If a balance still remains
owning, Buyer promises to pay the same upon demand. If Buyer defaults or
breaches this agreement, Buyer agrees to pay finance charges at the annual
percentage rate shown on the first paid until all sums owing Seller are paid in
full or judgment is entered. Seller's remedies are cumulative and taking of any
action shall not be a waiver or prohibit Seller from pursuing any other remedy.
Buyer agrees that upon Buyer's default, Seller shall be entitled to recover from
Buyer all reasonable collection costs, including, but not limited to, an
attorney's fee. In addition, if Seller repossesses the vehicle, Buyer grants to
Seller and Seller's agents permission to enter upon any premises owned by Buyer.
Buyer agrees that Seller is entitled to recover from Buyer all reasonable costs
and expenses arising out of that repossession, including, but not limited to,
any sums Seller pays third party agents. With respect to any sums Seller is
entitled to recover pursuant to the previous two sentences, Buyer will reimburse
Seller, at Seller's option (i) within 5 days of demand upon Buyer to do so or
(ii) Seller may add the dollar amount of any such sums, costs and expenses to
the balance of this contract, accruing interest, from the xxxx Xxxxxx pays such
amounts until the time Buyer pays them to Seller, at the annual percentage rate
shown on the face of this contract.
H. EXCELLERATION OF CONTRACT: In the event that the employment of Xxxxx X.
Xxxxxxx ("Panning") by Buyer shall terminate for any reason which is not a
voluntary act by Panning prior to the final payment shown in the Payment
Schedule, Seller may at Seller's option and without notice or demand (1) declare
all unpaid sums immediately due and payable, or (2) take immediate possession of
the motor vehicle. Buyer agrees that if Seller repossesses the vehicle pursuant
to the preceding sentence, Buyer's obligations under the Payment Schedule shown
in this contract shall terminate. However, Buyer agrees that Seller shall be
entitled to collect from Buyer any reasonable costs, expenses and attorneys fees
incurred by Seller resulting from the excelleration of the contract.
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EXHIBIT 10.11.M; PAGE 4
I. WARRANTIES OF SELLER: Seller agrees to take all necessary steps to transfer
to Buyer all of Seller's rights in the Limited Warranty on the vehicle described
in Exhibit "A" attached hereto and made a part hereof and except for the
warranty provided thereby, Buyer agrees that there are no express or implied
warranties with respect to the merchantability, suitability, fitness for
purpose, or otherwise concerning the vehicle, parts or accessories described
herein. Seller disclaims any warranty or representation as to the accuracy of
the mileage on the odometer. Seller does not warrant the correctness of the year
of manufacture or model of said vehicle. Buyer agrees that it has verified the
description of the vehicle to its satisfaction and there is no warranty as to
the correctness of the description of the vehicle.
J. AMENDMENT: This Agreement may not be amended except by written document
executed by all parties.
K. SUBJECT HEADINGS: Subject headings are included for convenience only and
shall not be deemed part of this Agreement.
L. SEVERABILITY: If any provision of this Agreement shall be held unenforceable
as applied to any circumstance, the remainder of this Agreement and the
application of such provision to other circumstances shall be interpreted so as
best to effect the intent of the parties. The parties further agree to replace
any such unenforceable provision with an enforceable provision (and to take such
other action) which will achieve, to the extent possible, the purposes of the
unenforceable provision.
M. CHOICE OF LAW AND VENUE: This Agreement shall be governed by and construed
under the laws of the State of California in force from time to time.
N. PARTIES BOUND: This Agreement is binding on and shall inure to the benefit of
the parties and their respective successors, assigns, heirs, and legal
representatives.
O. SURVIVAL: The representations, warranties, covenants, and agreements
contained in this Agreement shall survive the consummation of the transactions
contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Motor Vehicle Contract and
Security Agreement as of the date first above written.
SELLER: BUYER:
ELECTROPURE, INC.
BY /S/ XXXXX X. XXXXXXX BY /S/ XXXXXXXXX XXXXXXXXX
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XXXXX X. XXXXXXX XXXXXXXXX XXXXXXXXX
CHIEF FINANCIAL OFFICER
BY /S/ XXXXXXXX XXXXXXX
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XXXXXXXX XXXXXXX
317 Calle Chueca 00000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
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