Master Lease No.: 30115 Schedule No.: 02 EQUIPMENT & PAYMENT SCHEDULE Lessor Lessee Landmark Financial Corporation Z-Axis Corporation Englewood, CO 80111 Greenwood Village, CO 80111-3143

Exhibit 10.3

Master Lease No.: 30115
Schedule No.: 02
EQUIPMENT & PAYMENT SCHEDULE

Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
0000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000		0000 XXX Xxxxxxx, Xxxxx 000
Englewood, CO 80111		Greenwood Village, CO 80111-3143

INCORPORATION OF MASTER LEASE AGREEMENT. Xxxxxx and Xxxxxx hereby enter into this Schedule No. 02(“Schedule”) for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of this 27th day of Sept, 2004. All of the terms and conditions set forth in the Master Equipment Lease Agreement No. 30115 between the Lessor and Lessee and any amendments, modifications, replacements or substitutions thereto (collectively “Master Lease”) are hereby incorporated into this Schedule by this reference. All of the defined terms set forth in the Master Lease shall possess the same definitions in this Schedule unless otherwise noted herein. Lessee shall lease from Lessor and Lessor shall lease to Lessee the Equipment attached to this Schedule and incorporated herein by this reference (collectively “Equipment”).

EQUIPMENT DESCRIPTION: Model No., Serial No., or other identification

(7) Xxxxx Model 8790-C Laptop Computer, 17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial #: 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

PURCHASE PRICE AND SUPPLIER: The purchase price of the equipment is $17,760.00 and the name and address of the supplier(s)of the Equipment is:

Xxxxx Midern Computer Company, 00000 Xxxxxxx Xxxxx, Xxxx xx Xxxxxxxx, XX 00000

LOCATION: Lessee shall maintain the Equipment at the locations herein indicated or at such other addresses for which Lessee obtains Lessor’s prior written consent which consent shall not be unreasonably withheld.

0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, XX 00000-0000

SELECTION OF EQUIPMENT, SUPPLIERS, WARRANTIES

Lessee hereby acknowledges that: (a) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER THEREOF; (b) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT SPECIFICALLY FOR LEASING SUCH EQUIPMENT TO LESSEE AT LESSEE’S REQUEST IN CONNECTION WITH THIS LEASE; (c) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT BEFORE EXECUTING THIS LEASE; (d) LESSEE HAS BEEN ADVISED BY LESSOR THAT LESSEE IS ENTITLED TO ANY PROMISES AND WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE SUPPLIER THEREOF AND IS ENTITLED TO CONTACT THE SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF SUCH PROMISES AND WARRANTIES OR ANY REMEDIES IN CONNECTION THEREWITH; and (e) THE LEASE QUALIFIES AS A STATUTORY “FINANCE LEASE” UNDER SECTION 4-2.5-101 ET SEQ., C.R.S. ___

Lessee Initials: X [ILLEGIBLE]

PAYMENT SCHEDULE

No. of Payments		Base Payment Amount				Tax Amount				Total Payment
36		$	591.94			$	41.13			$	633.07

ADVANCE PAYMENTS					LEASE TERMS
$	591.94		Base Payments		36 months				Initial Term
$	41.14		6.95% Tax Rate			36			Total Payments
$	165.00		Documentation Fee			2			Advance Payment (#)
$	.00		Security Deposit			34			Payments remaining after advance
$	.00		Other
$	1,431.14		TOTAL ADVANCE		$	17,760.00			Amount Financed

* ADVANCE PAYMENTS. The Advance Rental Payments and Security Deposit shall not accrue interest, may be commingled with Lessor’s other monies, and shall be applied by Lessor, in its sole discretion, against the various amounts owing by Lessee to Lessor under this Schedule or any other present or future agreement between those parties. Lessee hereby grants Lessor a security interest in the Advance Rental Payments and Security Deposit to secure the payment and performance of Xxxxxx’s indebtedness, liabilities and other obligations to Lessor under the foregoing agreements.

Accepted In Its Corporate Offices.						This agreement shall not be effective until executed by the Lessor and accepted by an authorized representative of the Lessor at its principle place of business.
Lessor						Lessee
Landmark Financial Corporation						Z-Axis Corporation
Signature:		/s/ Xxxxx Xxxxxxxxxx				Signature:		/s/ Xxxxx X. X’Xxxx
Printed Name:		XXXXX XXXXXXXXXX				Printed Name:		XXXXX X. X’XXXX

Title: PRESIDENT Date: 9/30/04 Title: DIRECTOR OF FINANCE Date: 9/27/04

Lease Start Date: 9/20/04

Master Lease No. 30115
Schedule No. 02
MASTER EXHIBIT “A” MADE HERETO A PART OF

LESSEE: Z-Axis Corporation
0000 XXX Xxxxxxx Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000-0000

FEDERAL TAX ID#: 00-0000000

VENDOR(s): Xxxxx Midern Computer Company
00000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxxx, XX 00000

Equipment Description:

(7) — Xxxxx Model 8790-C Laptop Computer, 17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial Numbers* 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

Equipment Location:
0000 XXX Xxxxxxx Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000-0000

Together with all present and future accessions, accessories, additions, attachments, modifications, replacements and substitutions thereto and all insurance and other proceeds of any of the foregoing.

Lessor/Creditor: Landmark Financial Corporation						Lessee/Debtor: Z-Axis Corporation
By/Signature:		/s/ Xxxxx Xxxxxxxxxx				By/Signature:		/s/ Xxxxx X. X’Xxxx

Title: PRESIDENT Date: 9/30/04 Title: DIRECTOR OF FINANCE Date:  9/27/04

Master Lease No.: 30115
Schedule No.: 02
DELIVERY & ACCEPTANCE CERTIFICATE

Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
0000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000		0000 XXX Xxxxxxx Xxxxx 000
EnglewoodCO80111		Greenwood Village, CO 80111-3143

VENDOR NAME

ADDRESS

CITY

STATE

ZIP

Xxxxx Midern Computer Company

00000 Xxxxxxx Xxxxx

Xxxx xx Xxxxxxxx

XX

00000

EQUIPMENT DESCRIPTION

ADDRESS

CITY

COUNTY

STATE

ZIP

(7) Xxxxx Model 8790-C Laptop Computer,17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps. Serial #: 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

0000 XXX Xxxxxxx, Xxxxx 000

Xxxxxxxxx Xxxxxxx

Xxxxxxxx

XX

00000-0000

Lessee hereby acknowledges the receipt, in good condition, of all of the Equipment (as defined in the Lease described below) and unconditionally accepts the same in accordance with all of the terms and conditions of that certain Master Equipment Lease Agreement No. 30115 and Schedule No. 02 between Lessor and Lessee dated September 27, 04 (collectively, the “Lease”).

Lessee acknowledges that: (a) lessee has selected both the equipment and the supplier thereof; (b) lessor is not the manufacturer or supplier of the equipment and has acquired the equipment specifically for leasing such equipment to lessee at lessee’s request in connection with this lease; (c) lessee has been provided with a copy of the purchase contract for the equipment before executing the lease; (d) prior to executing the lease, lessee was advised by lessor that lessee is entitled to any promises and warranties provided to the lessor in connection with the equipment by the supplier thereof and is entitled to contact the supplier to receive an accurate and complete statement of those promises and warranties including any disclaimers and limitations of such promises and warranties or any remedies in connection therewith; and (e) the lease qualifies as a statutory “finance lease” under article section 4-2.5-101 et seq., C.r.s.

Lessee hereby acknowledges that:

	1.		Lessor is leasing to Lessee and Lessee is leasing from Lessor the Equipment “AS IS” and “WITH ALL FAULTS” and Lessor makes no express or implied representations or warranties with respect to the Equipment including, but not limited to, those pertaining to title, condition, design, capacity, MERCHANTABILITY or FITNESS FOR ANY PARTICULAR PURPOSE; provided, however, that Lessor has not provided any liens, security interests, encumbrances or claims against the Equipment to any third party;
	2.		Lessee has been provided with the opportunity to inspect the Equipment and has inspected the Equipment and determined that it is in good condition and acceptable in all respects;
	3.		If the Equipment is not properly installed, does not operate as represented or warranted by the supplier or manufacturer, or is unsatisfactory for any reason; Xxxxxx’s only recourse shall be against the supplier or manufacturer of the Equipment and not against Lessor;
	4.		REGARDLESS OF ANY PROBLEMS WITH RESPECT TO THE EQUIPMENT, LESSEE SHALL PAY THE VARIOUS AMOUNTS OWING AND PERFORM ITS OTHER OBLIGATIONS UNDER THE LEASE WITHOUT SETOFF OR ABATEMENT OF ANY KIND AND LESSEE SHALL HAVE NO REMEDY AGAINST LESSOR FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CONNECTION THEREWITH; and
	5.		The Equipment is being leased to Lessee solely for commercial or business (and not for personal, family, household, or agricultural) purposes.

TO LESSEE: DO NOT SIGN THIS DELIVERY AND ACCEPTANCE CERTIFICATE UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT SET FORTH ON EXHIBIT A ATTACHED HERETO.

		Lessee:
		Z-Axis Corporation
		Signature:		/s/ Xxxxx X. X’Xxxx
		Printed Name:		XXXXX X. X’XXXX

Title: DIRECTOR OF FINANCE Date: 9/27/04

Master Lease No.: 30115
Schedule No.: 02
PURCHASE SUPPLEMENT

Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
0000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000		0000 XXX Xxxxxxx Xxxxx 000
Englewood, CO 80111		Greenwood Village, CO 80111-3143

Xxxxxx hereby agrees that this instrument is a Supplement to the above referenced Business Lease Agreement, which is hereby incorporated therein by reference and acknowledges receipt of a copy of said Supplement.

TERMS

In connection with the above referenced Business Lease Agreement covering the Equipment described below, Lessee has the option to purchase the Equipment described below at the end of the Initial Lease Term for $1.00 contingent upon the Lessee having fully complied with all terms and conditions of the Lease.

EQUIPMENT DESCRIPTION

(7) Xxxxx Model 8790-C Laptop Computer, 17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial #: 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

Accepted In Its Corporate Offices.						This Agreement shall not be effective until executed by the Lessor and accepted by an authorized representative of the Lessor at its principle place of business.
Lessor						Lessee
Landmark Financial Corporation						Z-Axis Corporation
Signature:		/s/ Xxxxx Xxxxxxxxxx				Signature:		/s/ Xxxxx X. X’Xxxx
Printed Name:		XXXXX XXXXXXXXXX				Printed Name:		XXXXX X. X’XXXX

Title: PRESIDENT Date: 9/30/04 Title: DIRECTOR OF FINANCE Date: 9/27/04

iLien Coverpage

Date Printed: 9/28/2004

Debtor:
Z-Axis Corporation
0000 XXX Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000

Equipment Lease #: 3011502.
iLien File #: 11586780
UDS #: 6394677
Order Confirmation #: 3051238

UserlD: 46763
Number of Collateral Pages Attached: 0

Transaction Type: Original
Jurisdiction: CO, Secretary of State

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]  

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

LFC, INC

P O Box 4877

Englewood, CO 80155

CO, Secretary of State

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

—

1a. ORGANIZATION’S NAME Z-Axis Corporation

OR

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS 0000 XXX Xxxxxxx, Xxxxx 000

XXXX

XXXXX

POSTAL CODE

COUNTRY

Englewood

CO

80111

US

1d. TAX ID #: SSN OR EIN

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

00-0000000

DEBTOR

Corporation

Colorado

19871522585

oNONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)- do not abbreviate or combine names

2a. ORGANIZATION’S NAME

OR

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. TAX ID #: SSN OR EIN

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

oNONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)- insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME LFC, INC.

OR

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS 0000 X Xxxxxxxxx Xxx #000

XXXX

XXXXX

POSTAL CODE

COUNTRY

—

Englewood

CO

80111

4. This FINANCING STATEMENT covers the following collateral:
6 - Xxxxx Model 8790-C Laptop Computer, 17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB (7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps. (1) Xxxxx Model 8790-C Laptop Computer, 17” WSXGA+, Xxxxx.Xxxxxxx XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.

5. ALTERNATIVE DESIGNATION [if applicable]: þ LESSEE/LESSOR o CONSIGNEE/CONSIGNOR o BAILEE/XXXXXX o SELLER/BUYER o AG. LIEN o NON-UCC FILING

6.	o	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL			7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
		ESTATE RECORDS. Attach Addendum	[if applicable]		[ADDITIONAL FEE]      [optional] o     All Debtor o Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA 3011502
11586780

FILING OFFICE COPY — NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.07/29/98)