EXHIBIT 10.33
LEASE WITH IMPERIAL BUSINESS CREDIT
LEASE NUMBER #177871
LESSOR: IMPERIAL BUSINESS CREDIT, INC. 177871
LEASE NUMBER
================================================================================
BUSINESS EQUIPMENT LEASE
================================================================================
LESSEE NAME
RX Technology, Inc.
--------------------------------------------------------------------------------
LESSEE ADDRESS CITY COUNTY STATE ZIP
0000 0xx Xxxxxx Xxxxxxxxxx Xx. Xxxxxxx XX 00000
--------------------------------------------------------------------------------
SUPPLIER/VENDOR NAME ADDRESS CITY STATE ZIP
Business Computer / Micro Outlet
================================================================================
QUANTITY DESCRIPTION: MODEL No., Serial No., or other Identification COST
================================================================================
See attached Schedule "A" attached hereto and made part of. 30,882.31
--------------------------------------------------------------------------------
EQUIPMENT LOCATION: STREET CITY COUNTY STATE ZIP
If other Than
Billing Address
================================================================================
PAYMENT DUE DATE RENT PAYMENTS SECURITY DEPOSIT SALES/USE TAX
================================================================================
Of Each
Month $1187.25 Monthly $0 $INCL
================================================================================
TOTAL PAYMENT LEASE TERM
================================================================================
$1187.25 36 Months
--------------------------------------------------------------------------------
Advance Payment of $2374.50 which equals the first and last 1 payment(s), The
Security Deposit and a $125.00 documentation fee MUST ACCOMPANY LEASE.
--------------------------------------------------------------------------------
1. LEASE. Lessee hereby agrees to lease from Lessor the personal property
described above (herein called the "Equipment"); and requests that Lessor
purchase the Equipment from the Supplier/Vendor named above. This Lease shall
become NONCANCELLABLE DURING THE TERM STATED ABOVE by Lessee for any reason
whatsoever, and Lessee shall be obligated to pay Lessor all sums called for in
the Business Equipment Lease (herein called the "Lease").
2. COMMENCEMENT AND TERMINATION. This Lease shall be binding on Lessor only when
accepted and signed by a duly authorized officer of Lessor. Lessor may insert in
the space appearing below the "Lease Start Date," which shall be the earlier of
the date the Equipment (or any portion of it) is delivered to Lessee or the date
Lessor disburses the purchase price (or any portion of it) to the supplier.
Provided Lessee has successfully performed all its duties and obligations under
the Lease, it shall terminate upon expiration of the number of months (following
the lease Start Date) stated as the Lease Term.
3. RENT AND OTHER PAYMENTS. Lessee shall pay the advance rentals due under this
Lease, as stated above, upon signing this Lease. All such amounts shall be
non-refundable. Monthly rent payments due after the first month's rent shall be
payable on the "Payment Due Date" indicated above or on the first business day
thereafter if a Payment Due Date falls on a non-business day. The Payment Due
Date shall be either the 1st or the 15th of each month, whichever is next closer
to the Lease Start Date, as determined by Lessor. In addition to regular
rentals, Lessee shall pay to Lessor interim rent for the use of the Equipment
prior to the due date of the first payment interim rent shall be in an amount
equal to 1/30th of the monthly rental, multiplied by the number of days elapsing
between the date on which the Equipment is accepted by Lessee and the Lease
Start Date of this Lease, together with the number of days elapsing between the
Lease Start Date and the due date of the first payment. The payment of interim
rent shall be due and payable upon Lessee's receipt of invoice from Lessor.
Lessee agrees to pay to Lessor a service charge of 5% per month, but not to
exceed the maximum amount permitted by law, on any payment due under this Lease
which is not paid within five days of the Payment Due Date. Lessee shall pay all
sales, use, excise, personal property,. Stamp, documentary, and ad valorem
taxes, licenses and registration fees, assessments, fines, penalties, and other
charges imposed on the ownership, possession, or use of the Equipment during the
term of this Lease, and Lessee shall pay all taxes (except income taxes imposed
on Lessor) with respect to the rental payments hereunder, and shall, with the
next scheduled payment reimburse Lessor for any taxes paid by or advanced by
Lessor. Lessee's obligation to pay such taxes, fees, assessments, fines,
penalties and other charges shall survive termination of the Lease. Lessee
agrees that Lessor may adjust the rent payment proportionally up or down if the
actual cost of the Equipment exceeds or is less than the amount stated in the
Lease. All payments under this Lease shall be made to Lessor at the address set
forth above or at any other address Lessor subsequently gives to Lessee for
purposes of making payment. In the event of default, payments made under the
Lease may be applied to Lessee's obligation to Lessor in any order Lessor
chooses.
================================================================================
================================================================================
4. SELECTION OF EQUIPMENT. Lessee acknowledges that Lessor did not participate
in the selection, manufacture or supply of the Equipment and that Lessee has
made the selection of the Equipment and the supplier of such Equipment based
upon its own judgment. Lessee agrees to inspect the Equipment and to execute the
"Certificate of Acceptance", which is attached hereto, only after the Lessee is
satisfied that the Equipment is satisfactory in every respect. Lessee hereby
authorizes Lessor to insert in the Lease any equipment serial numbers and other
identification data relating to the Equipment as needed.
5. DISCLAIMER OF WARRANTIES. BY SIGNING BELOW, LESSEE ACKNOWLEDGES THAT LESSOR
IS LEASING THE EQUIPMENT TO LESSEE "AS IS" AND WITH ALL FAULTS, LESSOR SHALL NOT
BE RESPONSIBLE IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS
REPRESENTED OR GUARANTEED BY THE SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON.
LESSOR MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, CONCERNING THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. LESSEE HEREBY WAIVES
ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) IT
MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE EQUIPMENT. Provided Lessee is not
in default of this Lease, Lessor hereby assigns to Lessee and Lessee shall have
the benefit of, any and all manufacturer's warranties, service agreements and
patent indemnities, if any, with respect to the Equipment; provided, however, t,
that Lessee's sole remedy for breach of any such warranty, indemnification or
service agreement shall be against the manufacturer of such Equipment and not
against the Lessor, nor shall such breach have any effect whatsoever on the
rights and obligations of Lessor or Lessee hereunder. LESSEE ACKNOWLEDGES THAT
NEITHER THE SUPPLIER, BROKER NOR THEIR AGENTS OR EMPLOYEES ARE AGENTS NOR ARE
THEY AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE WITHOUT
THE WRITTEN CONSENT OF LESSOR, NO AGREEMENT, EITHER WRITTEN OR VERBAL, BETWEEN
SUPPLIER AND LESSEE OR BROKER AND LESSEE SHALL BIND LESSOR UNLESS LESSOR
SPECIFICALLY CONSENTS TO SUCH AGREEMENT IN WRITING.
6. AMENDMENTS. No term or provision of this Lease may be amended, altered,
waived, discharged or terminated except by a written instrument signed by the
parties hereto, and, in compliance with U CC ss.2A-208(2) requiring a separate
signature of this provision. Lessee has signed in the space provided below.
Lessor and Lessee have specifically
negotiated and Agreed to the
preceding paragraphs 4,5 and 6 /s/ DRG
--------------------
Lessee's Initials
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS
LEASE.
================================================================================
================================================================================
ACCEPTED BY: Imperial Business Credit
BY /s/ Xxxxxx Xxxxx - Xxxxx
-----------------------------------------------------------------------------
1-15-97
--------------------------------------------------------------------------------
DATE (LEASE START DATE)
This agreement shall not be effective until executed by the Lessee and accepted
by an authorized representative of Lessor at its principal place of business.
LESSEE RX Technology, Inc.
--------------------------------------------------------------------------
BY /s/ Xxxxxx Xxx Gay
------------------------------------------------------------------------------
WITNESS DATE
------------------------------------------------------------------------------
================================================================================
PERSONAL GUARANTY
================================================================================
In consideration of Lessor entering into the above Business Equipment Lease (the
"Lease"), the undersigned ("Undersigned") jointly and severally, personally and
unconditionally guarantee to Lessor the prompt payment in full, when due, of all
of Lessee's obligations under the Lease including without limitation, every
rental payable and the accelerated balance of rentals if demanded by Lessor.
Lessor shall not be required to proceed against Lessee or the Equipment or
enforce any other remedy before proceeding against the Undersigned. The
Undersigned agrees to pay all attorneys fees and other expenses incurred by
Lessor by reason of any default of Lessee or in enforcing the Lease or this
Guaranty. The Undersigned waives notice of acceptance hereof and all other
notices or demands of any kind to which the Undersigned may be entitled and
consents to the granting of extensions of time payment to Lessee and other
obligors and guarantors and to any other amendments or adjustments in the terms
of the lease. The Personal Guaranty shall bind the heirs, administrators,
representatives, successors and assigns of guarantors and may be enforced by or
for the benefit of any assignee or successor of Lessor. The Undersigned agrees
that all actions arising directly or indirectly from this Guaranty shall only be
litigated in the state and jurisdiction of any local, state or federal court in
any of such states. The Undersigned further waives personal service of any and
all process upon the Undersigned, and consents that service be made by certified
mail directed to the Undersigned at the address shown below, and that service
shall be effective two (2) days after mailing.
SIGNATURE X /s/ Xxxxxx Xxx Gay SIGNATURE X /s/ RX Technology, Inc.
--------------------------- -------------------------
(INDIVIDUAL CAPACITY) (INDIVIDUAL CAPACITY)
(PRINT NAME) Xxxxxx Xxx Gay (PRINT NAME)
--------------------------- -------------------------
HOME HOME
0000 0xx Xxxxxx
ADDRESS 3609 Neyrey, Metairve, LA 70002 ADDRESS Xxxxxxxxxx, XX 00000
------------------------------- -----------------------------
HOME HOME
PHONE NO.000 00-0000 DATE PHONE NO. DATE
------------- ----------- -----------
--------------------------------------------------------------------------------
SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF
Vendor:
Micro Outlet
000 Xxxxx Xxxxxx
Xxxxxxxx XX 00000
Telephone: 000-000-0000 Fax:
--------------------------------------------------------------------------------
QTY DESCRIPTION
01 1 NT Server as follows:
01 128 Megs SDRAM
01 9 Gigs SCSI Hard Drive
01 2 meg PCI Video Card
01 3 Com 100 mb PCI Combo Network Card
01 Microsoft Mouse
01 104 Enhanced Keyboard
01 24x CDROM
01 56k Modem
01 4 gig tape Backup System with Aroserve
01 266 mhz Processor with High end CPU Fan
01 1.44 MHZ
01 Medium Case with 250-300 Watt Power Supply
01 15" SVGA PnP Monitor
01 APC /battery Backup
01 Microsoft NT Server version 4.0
01 NT Workstation
01 64 Meg SDRAM
01 512 Pipeline Burst Cache
01 5.1 Gig Hard Drive
01 2meg PCI Video Card /3 Com 100 mb PCI Combo Network Card
01 233mhz Processor with High end CPU Fan /24x CDROM
01 1.44 Floppy Disk Drive / Internal Zip Drive / 56k Modem
01 Mini Tower with 230 Watt Power Supply / Microsoft Moust
01 104 Enhanced Keyboard / 17" SVGA PnP Monitor
01 Microsoft NT Workstation 4.0
Annexed and made a part of a Lease Agreement dated: 11/18/97 entered into
between RX Technology, Inc. as Lessee and Lease Managers International, Inc. as
lessor.
/s/ Xxxxxx Xxx Gay
----------------------
Xxxxxx X. Xxx
SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF
Vendor:
Micro Outlet
000 Xxxxx Xxxxxx
Xxxxxxxx XX 00000
Telephone: 000-000-0000 Fax:
--------------------------------------------------------------------------------
QTY DESCRIPTION
01 1 NT Server as follows:
01 128 Megs SDRAM
01 9 Gigs SCSI Hard Drive
01 2 meg PCI Video Card
01 3 Com 100 mb PCI Combo Network Card
01 Microsoft Mouse
01 104 Enhanced Keyboard
01 24x CDROM
01 56k Modem
01 4 gig tape Backup System with Aroserve
01 266 mhz Processor with High end CPU Fan
01 1.44 MHZ
01 Medium Case with 250-300 Watt Power Supply
01 15" SVGA PnP Monitor
01 APC /battery Backup
01 Microsoft NT Server version 4.0
01 NT Workstation
01 64 Meg SDRAM
01 512 Pipeline Burst Cache
01 5.1 Gig Hard Drive
01 2meg PCI Video Card /3 Com 100 mb PCI Combo Network Card
01 233mhz Processor with High end CPU Fan /24x CDROM
01 1.44 Floppy Disk Drive / Internal Zip Drive / 56k Modem
01 Mini Tower with 230 Watt Power Supply / Microsoft Moust
01 104 Enhanced Keyboard / 17" SVGA PnP Monitor
01 Microsoft NT Workstation 4.0
Annexed and made a part of a Lease Agreement dated: 11/18/97 entered into
between RX Technology, Inc. as Lessee and Lease Managers International, Inc. as
lessor.
/s/ Xxxxxx Xxx Gay
----------------------
Xxxxxx X. Xxx
TO WHOM IT MAY CONCERN:
This letter acknowledges that RX Technology, Inc. ("Lessee") agrees to commence
remitting rental payments on Lease #9701015 dated by the Lessee on 12/16/97
("Lease") although all equipment subject to such Lease may not yet be delivered,
installed or accepted. Lessee also authorizes payment of $8659.00 to a vendor
or vendors, in order to complete delivery of equipment under said Lease. Should
any item of equipment not be delivered, installed or accepted, Lessee agrees
that it alone will be responsible and shall have recourse only to the
appropriate vendor. Lessee, by execution of the Certificate of Acceptance and
this letter, irrevocably and unconditionally accepts and acknowledges said Lease
and agrees it to be in full force and effect and not subject to any defenses or
rights of setoff of Lessee.
Non-delivery of any item of equipment shall not revoke Lessee of it's
unconditional obligation to make payment in full under the terms of said Lease.
This letter shall become an addendum to end part of said Lease upon its
execution by Lessee and Acceptance by Lessor.
Sincerely,
RX Technology, Inc.
--------------------------------
(Lessee)
By: /s/ Xxxxxx Xxx Gay
-----------------------------
Title: President Date: 12/17/97
------------------ -----------
Guarantor's Acknowledgement
The undersigned guarantor acknowledges and consents to the terms and conditions
of this Addendum and acknowledges that the undersigned's guaranty of the
obligations evidenced by the Lease and this Addendum remain in full force and
effect.
/s/ Xxxxxx Xxx Gay 12-17-97
-------------------------------- ----------------------
Guarantor: Date
D-34.2
94
TO WHOM IT MAY CONCERN:
This letter acknowledges that RX Technology, Inc. ("Lessee") agrees to commence
remitting rental payments on Lease #9701015 dated by the Lessee on 12/16/97
("Lease") although all equipment subject to such Lease may not yet be delivered,
installed or accepted. Lessee also authorizes payment of $22,223.31 to a vendor
or vendors, in order to complete delivery of equipment under said Lease. Should
any item of equipment not be delivered, installed or accepted, Lessee agrees
that it alone will be responsible and shall have recourse only to the
appropriate vendor. Lessee, by execution of the Certificate of Acceptance and
this letter, irrevocably and unconditionally accepts and acknowledges said Lease
and agrees it to be in full force and effect and not subject to any defenses or
rights of setoff of Lessee.
Non-delivery of any item of equipment shall not revoke Lessee of it's
unconditional obligation to make payment in full under the terms of said Lease.
This letter shall become an addendum to end part of said Lease upon its
execution by Lessee and Acceptance by Lessor.
Sincerely,
RX Technology, Inc.
--------------------------------
(Lessee)
By: /s/ Xxxxxx Xxx Gay
-----------------------------
Title: President Date: 12/17/97
------------------ -----------
Guarantor's Acknowledgement
The undersigned guarantor acknowledges and consents to the terms and conditions
of this Addendum and acknowledges that the undersigned's guaranty of the
obligations evidenced by the Lease and this Addendum remain in full force and
effect.
/s/ Xxxxxx Xxx Gay 12-17-97
-------------------------------- ----------------------
Guarantor: Date
D-34.2
94
