Exhibit 10.02
VENDINGDATA CORPORATION
SECURITY AGREEMENT
------------------
THIS SECURITY AGREEMENT, dated as of February 6, 2001 (the
"Agreement"), is between VENDINGDATA CORPORATION, a Nevada corporation having
its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
("Debtor"), and XXX XXXXXX, an individual ("Secured Party").
WITNESSETH:
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WHEREAS, the Debtor has borrowed money from the Secured Party pursuant
to a stand-by credit facility and has executed one or a series of 10% secured
convertible promissory notes up to the aggregate principal amount of $500,000
payable to the order of the Secured Party (all obligations arising under the
promissory notes referred to above, including any changes thereto, present or
future, without limitation, are hereinafter referred to collectively as the
"Obligations," and all notes referred to above issued by Debtor to the Secured
Party in respect of the Obligations are hereinafter collectively referred to as
the "Notes"); and
WHEREAS, it is a condition precedent to the Secured Party making loans
to the Debtor under the Notes that the Debtor execute and deliver this Agreement
to the Secured Party;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. SECURITY INTEREST. The Debtor hereby grants to the Secured Party a
security interest in all of Debtor's right, title and interest in all property
and interests of Debtor, tangible or intangible, whether now or hereafter
existing, wherever located, including all:
(a) Accounts, including but not limited to, all accounts, all
rights of the Debtor to payment for goods sold or leased or
for services rendered, all accounts receivable of the Debtor;
all obligations owing to the Debtor evidenced by an instrument
or chattel paper; all obligations owing to the Debtor of any
kind or nature, including all writings, if any, evidencing the
same, including all instruments, drafts, acceptances and
chattel paper; any and all proceeds of any of the foregoing.
Further included within the term "Accounts" are all right,
title and interest of Debtor in and any security and liens
with respect to any Account, and all Accounts, Documents and
Contract Rights of Debtor as defined in the Uniform Commercial
Code as enacted in the State of New York (the "Uniform
Commercial Code"); and
(b) Investment Property, including all of the Debtor's investment
property (as defined in the Uniform Commercial Code) and all
of the Debtor's other securities (whether certificated or
uncertificated), security entitlements, financial assets,
securities accounts, commodity contracts, and commodity
accounts (as each such term is defined in the Uniform
Commercial Code), including all substitutions and additions
thereto, all dividends, distributions and sums distributable
or payable from, upon or in respect of such property, and all
rights and privileges incident to such property.
(c) Instruments and Chattel Paper, including all instruments and
chattel paper as defined in the Uniform Commercial Code and
all proceeds thereof; and
(d) General Intangibles, including but not limited to, all general
intangibles as defined in the Uniform Commercial Code and all
proceeds thereof, including without limitation, any and all
rights of Debtor to any refund of any tax assessed against
Debtor or paid by Debtor, loss carry-back tax refunds,
insurance premium rebates, unearned premiums, insurance
proceeds, chooses in action, names, trade names, goodwill,
trade secrets, computer programs, computer records, data,
computer software, customer lists, patents, patent rights,
patent applications, patents pending, patent licenses or
assignments, development ideas and concepts, licenses,
permits, franchises, literary rights, rights to performance,
trademarks, trademark applications, trademark rights, logos,
intellectual property, copyrights, proprietary or other
processes, drawings, designs, diagrams, plans, reports,
charts, catalogs, manuals, research, literature, proposals and
other reproductions on paper or otherwise, of any and all
concepts or ideas, whether or not related to the business or
operations of Debtor; and
(e) Equipment as defined in the Uniform Commercial Code, including
but not limited to, all equipment, vehicles, machinery, tools,
furniture, fixtures, trade fixtures and parts. Further
included within the term "Equipment" is all tangible personal
property utilized in the conduct of the Debtor's business and
all additions, accessions, substitutions, components, and
replacements thereto, therefor and thereof and all proceeds
thereof; and
(f) Inventory as defined in the Uniform Commercial Code, including
without limitation, all raw materials and other materials and
supplies, work-in-progress and finished goods and any products
made or processed therefrom and all substances, if any,
commingled therewith or added thereto; and
(g) all products and proceeds of the above, including insurance
proceeds (collectively, the "Collateral").
2. OBLIGATIONS SECURED. The security interest granted hereby secures
payment and performance of all debts, loans and liabilities hereunder, and all
interest, fees, charges and expenses, including without limitation, such debts,
loans and liabilities of Debtor to Secured Party arising under the Note.
3. DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor represents and
warrants that:
2
3.1. AUTHORIZATION. The execution, delivery and performance of
this Agreement and the Note are within Debtor's corporate powers, and are not in
contravention of law nor of the terms of Debtor's Articles of Incorporation or
By-laws, nor of any indenture, agreement or undertaking to which the Debtor is a
party or by which it is bound.
3.2. PLACE OF BUSINESS. Debtor's principal place of business
and chief executive office is located at the address provided in the first
paragraph of this Agreement, and Debtor keeps its inventory and records
concerning accounts, contract rights and other property at that location.
3.4. TITLE TO COLLATERAL. Debtor owns all of its personal
property and has good, clear and marketable title thereto, free and clear of all
liens and encumbrances, except liens created hereunder or set forth in Schedule
3.4, attached hereto and made a part hereof, and except in connection with lines
of credit obtained by Debtor from institutional lenders acceptable to Secured
Party pursuant to intercreditor agreements in forma and substance acceptable to
Secured Party. Secured Party acknowledges the existence and acceptability of
those encumbrances set forth in Schedule 3.4 attached hereto.
3.5 COLLATERAL AND PERFECTION. Neither the Debtor nor, to the
best of the Debtor's knowledge, any affiliate (as such term is used in Rule 405
under the Securities Act of 1933, as amended ("Affiliates")) have performed any
acts which might prevent the Secured Party from enforcing any of the terms of
this Agreement or which would limit the Secured Party in any such enforcement.
No collateral is in the possession of any person (other than Debtor) asserting
any claim thereto or security interest therein. The security interests created
hereunder constitute valid security interests under the Uniform Commercial Code
securing the Obligations to the extent that a security interest may be created
in the Collateral.
4. GENERAL OBLIGATIONS OF DEBTOR.
4.1. FINANCING STATEMENTS. Debtor agrees to execute one or
more financing statements, to pay the cost of filing the same in all public
offices wherever filing is required by applicable law to perfect a security
interest or is deemed by the Secured Party to be necessary or desirable and to
execute such other documents as the Secured Party shall reasonably request.
4.2. INSURANCE. Debtor agrees to keep or cause to be kept all
the Collateral insured with coverages in amounts not less than usually carried
by one engaged in a like business.
4.3. INSPECTION. Debtor will keep accurate and complete
records of the Collateral, neither Debtor nor any Affiliates shall move the
Collateral without notice to the Secured Party and the Secured Party or any of
their agents shall have the right to inspect the Collateral wherever located and
to visit Debtor's place or places of business, at reasonable intervals without
Debtor's or any Affiliate's hindrance or delay, to inspect, audit, check and
make extracts from any copies of books, records, journals, orders, receipts and
correspondence that relate to the Collateral or to the general financial
condition of Debtor or any Affiliate.
3
4.4. NEGATIVE PLEDGE. The Debtor will not assign any accounts
or other Collateral to any person other than the Secured Party, nor create or
permit to be created any lien, encumbrance or security interest of any kind on
any of its accounts, contract rights or inventory other than for the benefit of
the Secured Party, nor grant or permit to be granted any corporate guaranty
other than for the benefit of the Secured Party, except in connection with (i)
lines of credit obtained by Debtor from institutional lenders acceptable to
Josephthal & Co. Inc. pursuant to intercreditor agreements in form and substance
acceptable to Josephthal & Co. Inc., (ii) debt expressly subordinate to the
Notes, or (iii) purchase price liens.
4.5. EXISTENCE; PERFECTION. Debtor will maintain its corporate
existence in good standing comply with all laws and regulations of the United
States or any state or political subdivision thereof, or of any governmental
authority which may have jurisdiction over it or its business. Debtor will not
change its name, identity or corporate structure in any manner unless it shall
have given the Secured Party prior notice thereof and delivered an opinion of
counsel satisfactory to the Secured Party with respect thereto. Debtor will not
establish or change the location of its chief executive office or its chief
place of business or except in the ordinary course of business, the locations
where it keeps or holds any Collateral or records relating thereto or in any
event change the location of any Collateral if such change would cause the
security interests hereunder to lapse or cease to be perfected.
4.6. TAXES. Debtor will pay all real and personal property
taxes, assessments and charges as well as all franchise, income, unemployment,
old age benefit, withholding, sales and other taxes assessed against it, or
payable by it at such times and in such manner as to prevent any penalty from
accruing or any lien or charge from attaching to its property, and will furnish
the Secured Party upon request, receipts or other evidence that deposits or
payments have been made.
4.7. SALES. Debtor will not sell or dispose of any of its
assets, including the Collateral, except in the ordinary and usual course of its
business.
4.8. REPAIR. Debtor will maintain its equipment and property
in good repair and working order.
4.9. CONTINUING REPRESENTATIONS. The warranties and
representations made by Debtor in this Agreement are continuing. In the event
that any obligation, representation or warranty is no longer true or correct,
Debtor will immediately notify the Secured Party in writing.
5. DEFAULT. Debtor shall be in default under this Agreement and under
any other agreement with the Secured Party upon the happening of any of the
following events or conditions, without demand or notice:
5.1. Failure of Debtor to pay when due any Obligation, whether
by maturity, acceleration or otherwise;
5.2. Failure of Debtor to perform any of its agreements,
warranties or representations in this Agreement or in the Note;
4
5.3. Material loss or theft, substantial damage or destruction
or unauthorized sale or encumbrance of any material portion of the Collateral in
excess of reasonably expected recoveries under insurance policies, or the making
of any levy on, or seizure or attachment of a material portion of the
Collateral; or
5.4. The occurrence of a default under the Note.
6. SECURED PARTIES' RIGHTS UPON DEFAULT. The Secured Party shall upon
the occurrence of a default hereunder and at any time thereafter, without
presentment, demand, notice, protest or advertisement of any kind have the
following rights in addition to all other rights hereunder:
6.1. ACCELERATION. The Secured Party may make all Obligations
under this or any other agreement with the Debtor immediately due and payable
without presentment, demand, protest, hearing or notice of any kind and may
exercise the rights of a secured party under law or under the terms of this or
any other agreement with the Debtor.
6.2. POSSESSION. The Secured Party may enter and take
possession of all Equipment, Inventory and other Collateral and the premises on
which they are located, and in the Secured Party's sole discretion operate and
use Debtor's equipment, whether or not Collateral hereunder, complete work in
process, apply as Debtor's attorney-in-fact for domestic or foreign patents or
other intellectual property rights with respect to inventions and seek
registration or assignment, foreign and domestic, of any trademarks, trade
names, styles, logos or copyrights, and sell, lease or license the Collateral to
third persons or associations without being liable to Debtor on account of any
losses, damage or depreciation that may occur as a result thereof so long as the
Secured Party shall act reasonably and in good faith; and at the Secured Party's
option and without notice to Debtor (except as specifically herein provided) the
Secured Party may sell, lease, assign and deliver the whole or any part of the
Collateral, or any substitute therefor or any addition thereto, at public or
private sale, for cash, upon credit, or for future delivery, at such prices and
upon such terms as the Secured Party deems advisable, including without
limitation, the right to sell or lease in conjunction with other property, real
or personal, and allocate the sale or lease proceeds among the items of property
sold without the necessity of the Collateral being present at any such sale or
lease, or in view of prospective purchasers thereof. The Secured Party shall
give Debtor at ten least (10) days' notice by hand delivery at or by United
States certified mail, postage prepaid (in which event notice shall be deemed to
have been given when so delivered), to the address specified herein, of the time
and place of any public or private sale or other disposition unless the
Collateral is perishable, threatens to decline speedily in value, or is the type
customarily sold in a recognized market. Upon such sale, the Secured Party may
become the purchaser of the whole or any part of the Collateral, discharged from
all claims and free from any right of redemption. In case of any such sale by
the Secured Party of all or any of said Collateral on credit or for future
delivery, property so sold may be retained by the Secured Party until the
selling price is paid by the purchaser. The Secured Party shall incur no
liability in case of the failure of the purchaser to take up and pay for the
property so sold. In case of any such failure, the said property may again be
sold.
6.3. POWER OF ATTORNEY AND NOTIFICATION. At Debtor's expense,
the Secured Party in its own name or in the name of others may communicate with
account debtors in order to verify with them to the Secured Party's satisfaction
the existence, amount and terms of any accounts or contract rights and also
notify account debtors that Collateral has been assigned to the Secured Party
5
and that payments shall be made directly to the Secured Party. Upon request of
the Secured Party, Debtor will so notify such account debtors and will indicate
on all xxxxxxxx to such account debtors that their accounts must be paid to the
Secured Party. Debtor does hereby appoint the Secured Party and its agents as
Debtor's attorney-in-fact: to, upon an event of default hereunder, collect,
compromise, endorse, sell or otherwise deal with the Collateral or proceeds
thereof in its own name or in the name of the Debtor; to endorse the name of
Debtor upon any Note, checks, drafts, money orders, or other instruments,
documents, receipts or Collateral that may come into its possession and to apply
the same in full or part payment of any amounts owing to the Secured Party; to
sign and endorse the name of Debtor upon any documents, instruments, drafts
against account debtors, assignments, verifications and notices in connection
with Accounts, and any instrument or document relating thereto or to Debtor's
rights therein; and to give written notice to any office and officials of the
United States Post Office to effect such change or changes of address that all
mail addressed to Debtor may be delivered directly to the Secured Party. Debtor
hereby grants to its said attorney-in-fact full power to do any and all things
necessary to be done in and about the premises as fully and effectually as
Debtor might or could do, and hereby ratifies all that its attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney
is coupled with an interest and is irrevocable for the term of this Agreement
for all transactions hereunder and thereafter as long as the Debtor may be
indebted to the Secured Party.
6.4. APPLICATION OF PROCEEDS. Any and all proceeds of any
Collateral realized or obtained by the Secured Party upon exercise of its rights
and remedies hereunder, shall be applied, after payment of any and all costs and
expenses, fees and commission and taxes of such sale, collection or other
realization, in accordance with the following:
(a) With respect to any surplus proceeds of any
Collateral then remaining, to the payment of the
Obligations, and any costs, fees or expenses incurred
in connection with the administration, collection or
enforcement thereof, including, without limitation,
reasonable attorney's fees and other professionals'
out of pocket costs and fees, until payment and
satisfaction in full thereof; and
(b) Any surplus remaining after application as provided
in paragraph (a) above, shall be paid to the Debtor,
or its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.
7. DEBTOR'S OBLIGATION TO PAY EXPENSES OF SECURED PARTIES. Debtor shall
pay to the Secured Party on demand any and all reasonable expenses (including,
but not limited to, a collection charge on all accounts collected, all
reasonable attorney's fees and expenses, and all other expenses of like or
unlike nature) that may be incurred or paid by the Secured Party to obtain or
enforce payment of any account against the account debtor, Debtor or any
guarantor or surety of or in the prosecution or defense of any action or
concerning any matter growing out of or connected with the subject matter of
this Agreement, the Obligations, such Collateral or the Secured Party's rights
or interests therein or thereto. All such expenses may be added to the principal
amount of any indebtedness owed by Debtor to the Secured Party and shall
constitute part of such Obligations secured hereby.
6
8. WAIVERS. Debtor waives demand, presentment, protest, notice of
nonpayment and all other notices. No delay or omission by the Secured Party in
exercising any rights shall operate as a waiver of such right or any other
right. Waiver on any one occasion shall not be construed as a bar to or waiver
of any right or remedy on any future occasion. The Secured Party's rights and
remedies, whether evidenced hereby or by any other agreement, instrument or
paper, shall be cumulative and may be exercised singularly or concurrently.
9. FURTHER ASSURANCES. The Debtor, at its own expense, shall do, make,
execute and deliver all such additional and further acts, deeds, assurances,
documents, instruments and certificates as the Secured Party may reasonably
require, including, without limitation, (a) executing, delivering and filing
financial statements and continuation statements under the Uniform Commercial
Code as applicable in any relevant jurisdiction, (b) obtaining governmental and
other third party consents and approvals, and (c) obtaining waivers from
mortgagees and landlords.
10. CHOICE OF LAW. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF NEW YORK.
11. WAIVER OF JURY TRIAL. THE DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WTTH THIS AGREEMENT OR THE NOTE OR THE RELATIONSHIP ESTABLISHED
HEREUNDER, THEREUNDER.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.
DEBTOR:
VENDINGDATA CORPORATION
By: /S/ XXXXXX X. XXXX
------------------
Xxxxxx X. Xxxx
President & Chief Executive Officer
SECURED PARTY:
/S/ XXX XXXXXX
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Xxx Xxxxxx
8
SCHEDULE 3.4
LIENS
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START TERM END
HOLDER SECURITY DATE MONTHS DATE AMOUNT BUYOUT TOTAL PAYMENT
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CAPITAL LEASES
MADISON LEASING
00 XXXXXXX XXXXXX
XXXXXXX XXXX, XX 00000
MADISON CAS-006 SHUFFLERS (25) Oct-98 39 Dec-01 173,750 52,125 225,875 5,001
MADISON CAS-007 SHUFFLERS (25) Jan-99 39 Mar-02 173,750 52,125 225,875 5,001
MADISON CAS-008 SHUFFLERS (25) Xxx-00 00 Xxx-00 137,500 32,750 170,250 4,713
MADISON CAS-009 SHUFFLERS (25) Xxx-00 00 Xxx-00 137,500 32,750 170,250 4,713
MADISON CAS-010 SHUFFLERS (25) May-99 39 Jul-02 137,500 32,750 170,250 4,713
MADISON CAS-011 SHUFFLERS (25) May-99 39 Jul-02 137,500 32,750 170,250 4,713
MADISON CAS-012 SHUFFLERS (25) Jun-99 39 Aug-02 137,500 32,750 170,250 4,713
MADISON CAS-013 SHUFFLERS (25) Jun-99 39 Aug-02 137,500 32,750 170,250 4,713
MADISON CAS-014 SHUFFLERS (25) Jul-99 39 Sep-02 137,500 32,750 170,250 4,713
MADISON CAS-015 SHUFFLERS (25) Jul-99 39 Sep-02 137,500 32,750 170,250 4,713
MADISON CAS-016 SHUFFLERS (25) Sep-99 39 Nov-02 137,500 29,475 166,975 4,754
MADISON CAS-017 SHUFFLERS (25) Sep-99 39 Nov-02 137,500 29,475 166,975 4,754
MADISON CAS-018 COMPUTER EQUIPMENT Sep-99 36 Aug-02 32,304 5,136 37,440 1,096
MADISON CAS-019 RUTLAND COMPARATOR Sep-99 36 Aug-02 18,478 3,326 21,804 627
MADISON CAS-020 SHUFFLERS (25) Sep-99 39 Nov-02 137,500 29,475 166,975 4,754
MADISON CAS-021 SHUFFLERS (25) Sep-99 39 Nov-02 137,500 29,475 166,975 4,754
MADISON CAS-022 SHUFFLERS (25) Oct-99 39 Dec-02 137,500 29,475 166,975 4,754
MADISON CAS-023 SHUFFLERS (25) Oct-99 39 Dec-02 137,500 29,475 166,975 4,754
MADISON CAS-024 SHUFFLERS (25) Nov-99 39 Jan-03 137,500 29,475 166,975 4,754
MADISON CAS-025 SHUFFLERS (25) Nov-99 39 Jan-03 137,500 29,475 166,975 4,754
MADISON CAS-026 SHUFFLERS (30) Dec-99 39 Feb-03 165,000 29,700 194,700 5,704
MADISON CAS-027 SHUFFLERS (30) Jan-00 39 Mar-03 165,000 29,700 194,700 5,704
MADISON CAS-028 SHUFFLERS (30) Apr-00 39 Jun-03 165,000 24,750 189,750 5,704
MADISON CAS-029 2500 SECUREDROPTM BUCKETS Feb-00 36 Jan-03 250,000 37,500 287,500 8,545
MADISON CAS-030 2500 SECUREDROPTM BUCKETS Mar-00 36 Feb-03 250,000 37,500 287,500 8,545
MADISON CAS-031 1500 SECUREDROPTM BUCKETS May-00 36 Apr-03 150,000 22,500 172,500 5,127
MADISON CAS-032 1500 SECUREDROPTM BUCKETS May-00 36 Apr-03 150,000 22,500 172,500 5,127
MADISON CAS-033 1500 SECUREDROPTM BUCKETS Jun-00 36 May-03 150,000 22,500 172,500 5,127
MADISON CAS-034 1500 SECUREDROPTM BUCKETS Jun-00 36 May-03 150,000 22,500 172,500 5,127
MADISON CAS-035 VRS PHONE ATTENDANT Jul-00 36 Jun-03 17,867 2,620 20,488 601
MADISON CAS-036 CONTINUOUS SHUFFLERS (25) Sep-00 36 Aug-03 160,350 26,750 187,100 7,316
MADISON CAS-037 CONTINUOUS SHUFFLERS (25) Sep-00 36 Aug-03 160,350 26,750 187,100 7,316
MADISON CAS-038 CONTINUOUS SHUFFLERS (25) Jan-01 36 Dec-03 160,350 26,750 187,100 7,316
MADISON CAS-039 CONTINUOUS SHUFFLERS (25) Jan-01 36 Dec-03 160,350 26,750 187,100 7,316
MADISON CAS-040 STATIC GUN Feb-01 36 Jan-04 9,627 1,444 11,071 331
STEELCASE #1 OFFICE FURNITURE 3/12/1999 36 2/12/2002 58,855 1 58,856 1,779
000-0000000-000
STEELCASE #2 OFFICE FURNITURE 7/15/1999 36 6/15/2002 9,870 1 9,871 320
000-0000000-000
CNC XXXX MILLING MACHINE 11/19/1999 60 10/19/2004 64,874 101 64,975 1,343
TOKAI PHONE SYSTEM 1/15/1999 36 12/15/2001 41,145 1 41,146 1,578
GE CAPITAL VIBRA KING 3/2/2000 36 2/2/2003 6,175 1 6,176 217
ATEL SHOP BENCHES & RACKING 3/31/2000 36 2/2/2003 18,494 1 18,495 642
XXXXXX SOFTWARE 3/2/2000 36 2/2/2003 5,290 1 5,291 207
DELL FINANCIAL NETWORK SERVER 5/14/2000 36 4/14/2003 4,473 1 4,474 167
DELL FINANCIAL SALES LAPTOPS 8/3/2000 36 7/3/2003 5,717 1 5,718 227
GE CAPITAL BANDSAW & FIREWALL 8/28/2000 36 7/28/2003 6,060 1 6,061 213
CAPITAL LEASES TOTALS 5,083,129 6,053,966 179,057
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(continued)
9
PRESENT VALUE
REMAINING REMAINING PMTS
DEPOSIT PAYMENTS BALANCE AND BUYOUT
------------------------------------------------------
ANNUAL RATE
9%
CAPITAL LEASES MONTHLY RATE
0.75%
MADISON LEASING
00 XXXXXXX XXXXXX
XXXXXXX XXXX, XX 0000
MADISON CAS-006
MADISON CAS-007
MADISON CAS-008
MADISON CAS-009
MADISON CAS-010 10,001 11 107,131 91,409
MADISON CAS-011 10,001 14 122,133 104,163
MADISON CAS-012 9,426 16 108,154 91,502
MADISON CAS-013 9,426 16 108,154 91,502
MADISON CAS-014 9,426 18 117,580 99,465
MADISON CAS-015 9,426 18 117,580 99,465
MADISON CAS-016 9,426 19 122,292 103,403
MADISON CAS-017 9,426 19 122,292 103,403
MADISON CAS-018 9,426 20 127,005 107,310
MADISON CAS-019 9,426 20 127,005 107,310
MADISON CAS-020 13,750 22 134,056 109,419
MADISON CAS-021 13,750 22 134,056 109,419
MADISON CAS-022 3,231 19 25,960 20,994
MADISON CAS-023 1,848 19 15,242 12,350
MADISON CAS-024 13,750 22 134,056 109,419
MADISON CAS-025 13,750 22 134,056 109,419
MADISON CAS-026 13,750 23 138,810 113,323
MADISON CAS-027 13,750 23 138,810 113,323
MADISON CAS-028 13,750 24 143,564 117,198
MADISON CAS-029 13,750 24 143,564 117,198
MADISON CAS-030 16,500 25 172,310 140,548
MADISON CAS-031 16,500 26 178,004 145,154
MADISON CAS-032 16,500 29 190,166 154,809
MADISON CAS-033 25,000 24 242,580 197,491
MADISON CAS-034 25,000 25 251,125 204,502
MADISON CAS-035 15,000 27 160,929 131,021
MADISON CAS-036 15,000 27 160,929 131,021
MADISON CAS-037 15,000 28 166,056 135,134
MADISON CAS-038 15,000 28 166,056 135,134
MADISON CAS-039 1,747 29 20,061 16,325
MADISON CAS-040 17,850 31 253,558 208,761
17,850 31 253,558 208,761
STEELCASE #1 17,850 35 282,824 231,339
000-0000000-000 17,850 35 282,824 231,339
963 36 13,376 10,791
STEELCASE #2
000-0000000-000 - 14 24,910 23,563
CNC
- 18 5,764 5,373
TOKAI
GE CAPITAL - 46 61,879 52,156
ATEL - 11 17,359 16,602
XXXXXX 217 24 5,199 4,561
DELL FINANCIAL 4,624 24 15,421 10,200
DELL FINANCIAL 414 24 4,972 4,189
GE CAPITAL - 27 4,503 4,063
- 30 6,798 6,067
213 30 6,378 5,522
5,269,041 4,345,421
------------------------------------------------------
10
START TERM END
HOLDER SECURITY DATE MONTHS DATE AMOUNT BUYOUT TOTAL PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
OPERATING LEASES
XXXXXX HPC4700A 4/16/1999 36 3/16/2002 1,950 FMV 1,950 84
MICRON COMPUTERS 3/15/1999 36 2/15/2002 17,523 FMV 17,523 546
GECC FURNITURE / FURNISHINGS 12/1/1999 48 11/1/2003 73,123 FMV 73,123 1,523
IKON OFFICE CANON NP 6035 Jul-99 48 Jun-03 5,338 N/A 5,338 111
SOLUTIONS #788902
IKON OFFICE NP 6560 Jan-99 36 Dec-02 28,774 N/A 28,774 799
SOLUTIONS #C13332
COPELCO CAPITAL #1426980 COMPUTERS 6/1/1999 36 5/1/2002 6,924 FMV 6,924 192
COPELCO CAPITAL #1330140 COMPUTERS 3/18/1999 36 2/18/2002 10,369 FMV 10,369 288
FIRST SECURITY GEO TRACKER 7/1/1999 48 6/1/2003 15,334 - 15,334 396
#012-3004113
FIRST SECURITY GEO TRACKER 7/1/1999 48 6/1/2003 15,382 - 15,382 398
#012-3004113
GMAC 1999 CADILLAC DEVILLE 6/22/1999 36 5/22/2002 22,458.60 - 22,459 624
FIRST SECURITY 1999 LEXUS ES 300 8/21/1999 48 7/21/2003 35,277 - 35,277 590
GMAC 2000 CADILLAC ESCALADE 6/9/2000 36 5/22/2003 36,749.49 - 36,749 922
PACIFIC GULF 1142 INDUSTRY 12/1/2000 12 11/1/2001 16,320 N/A 16,320 1,360
PROPERTIES TUKWILA, WA
L. T. MALOVER 3650 W. ELEVEN MILE 4/1/2000 12 4/1/2001 14,400 N/A 14,400 1,200
BERKLEY, MI
OPERATING LEASES TOTALS 299,921 299,921 9,034
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DEBT FINANCING
ISUZU ISUZU 20' BOX TRUCK 4/30/1999 60 3/30/2004 29,615 - 29,615 622
BANK WEST ISUZU AMIGO 10/1/1998 36 9/1/2001 16,669 - 16,669 532
SEALED AIR PACKAGING MACHINE 11/19/1999 24 8/23/2001 4,800 - 4,800 200
DEBT FINANCING TOTALS 51,085 51,085 1,354
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LINE OF CREDIT
NEW HORIZON CAPITAL RECEIVABLES & INVENTORY 8/1/2000 450,000 - 450,000
0000 X. XXXXXX XXXX (XXXXXXX)
XXXXX 000
XXXXXXXXXX, XX 00000 LINE OF CREDIT TOTALS 450,000 - 450,000
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(continued)
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PRESENT VALUE
REMAINING REMAINING PMTS
DEPOSIT PAYMENTS BALANCE AND BUYOUT
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OPERATING LEASES
XXXXXX - 14 1,175 1,111
MICRON - 13 7,096 6,737
GECC - 34 51,795 45,569
IKON OFFICE - 29 3,225 2,889
SOLUTIONS #788902
IKON OFFICE - 11 8,792 8,409
SOLUTIONS #C13332
COPELCO CAPITAL - 16 3,077 2,889
COPELCO CAPITAL - 15 4,321 4,072
FIRST SECURITY - 30 11,889 10,611
#012-3004113
FIRST SECURITY - 30 11,927 10,645
#012-3004113
GMAC - 18 11,229 10,468
FIRST SECURITY - 31 18,293 16,268
GMAC - 28 25,819 23,210
PACIFIC GULF 10 13,600 13,055
PROPERTIES
L. T. MALOVER 2 2,400 2,373
174,639 158,307
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DEBT FINANCING
38 23,635 20,499
ISUZU
8 4,259 4,119
BANK WEST
9 1,800 1,734
SEALED AIR
29,694 26,352
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LINE OF CREDIT
450,000
NEW HORIZON CAPITAL
0000 X. XXXXXX XXXX
XXXXX 000 450,000
XXXXXXXXXX, XX 00000 ---------------------------------------------------
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