EXHIBIT 10.2 - EQUIPMENT LEASE AGREEMENT
LMCT AGREEMENT
This Agreement is made and entered into effective this 12th
day of May, 1998, by and between XXXXXXX MANAGEMENT, INC., a
California corporation ("GMI"), MOBILENETICS CORPORATION, a
Delaware corporation ("MC"), and LANDMARK INTERNATIONAL, INC., a
Nevada corporation ("LII"), with reference to the following:
1. LII wishes to lease that certain equipment listed on
Exhibit A.1 from GMI (the "GMI Lease") and that certain equipment
listed on Exhibit A.2 from MC (the "MC Lease"), both attached
hereto (collectively the "Equipment")
2. The MC lease will include all "soft costs" such as
installation, first-last, legal and other miscellaneous costs which
have been or will be funded from MC to appropriate vendors no later
than the date of signing of these documents.
3. All "soft costs" will be itemized and supplied separately
from MC to GMI on or before closing date.
4. Closing documents, funding and signatures to this
Agreement must take place no later than May 14, 1998. This
Agreement is deemed effective as of May 8,1998.
FOR AND IN CONSIDERATION of the mutual promises herein contained, the parties
hereto agree to the foregoing statements and the following:
1. LII will do each of the following:
a. Lease the Equipment on the terms and conditions set
forth in the Leases attached hereto as Exhibit B.1
and Exhibit B.2 (the "Leases").
b. Use the Equipment to aggregate and package
bandwidth (high speed access to the information
superhighway).
c. Upon entering into the Leases, sell 2,000,000 shares of its
common stock to Xxxxx X. Xxxxxx for the sum of $100.
d. Upon entering into the Leases, sell 2,000,000 shares of its
common stock to Xxxx Xxxxxxx for the sum of $100.
e. While either Lease is effective, LII will not dilute the
shareholdings of either Xxxx Xxxxxxx or Xxxxx X. Xxxxxx.
2. LII represents that:
a. It is traded on the NASDAQ Bulletin Board under the
symbol LMKI;
b. There are 50,000,000 shares of LII authorized and
19,600,000 shares of LII issued and outstanding;
c. It has closed at least twelve (12) corporate
accounts at a minimum value of $8,000 per month as
listed on the attached Exhibit C
d. GMI and MC have the right to market the same type of product as
LII, using the same or any other vendor relationships;
e. The shares of stock sold herein are governed by
Section 144;
f. It will clean up its corporate housekeeping to the satisfaction
of the SEC within six (6) months of
entering into the Leases so that its common stock
can trade actively on NASDAQ;
G. It will purchase at the option of MC, on or before
February 15, 1999, the Equipment from the MC Lease
at the remaining calculated "present value" as set
forth in the MC Lease;
h. It will purchase, at the option of GMI, on or
before February 15, 1999, the Equipment from the
GMI Lease at the remaining calculated "present
value" as set forth in the GMI Lease;
i. It will enter into the Security Agreement attached
hereto as Exhibit D, and execute a Financing
statement (Form UCC-1) (which will be filed with
the California Secretary of State), attached hereto
as Exhibit E, putting up its existing and future
customers lists and accounts receivable as security
and collateral in the event of its default under
the terms of this Agreement or the Leases- The
secured party of this Security Agreement shall be
the Mobilenetics-Xxxxxxx Management ("MCGMI), a
joint venture of MC and GMI;
j. It will file for the fictitious business name of
"LMKI" effective at the time it enters into the
Leases. A copy of said filing is attached hereto
as Exhibit F.
3. GMI will purchase the Equipment listed on Exhibit A.1 and
lease it to LII on the terms of the GMI Lease.
4. MC will purchase the Equipment listed on Exhibit A.2 and
lease it to LII on the terms of the MC Lease.
5. If either GMI or MC use credit established by LII with a
company named ICG or any subsequent vendor of circuits, such use
will be secured to LII with the proceeds from the customer base
developed thereby. LII has the first right to purchase the assets
developed thereby if offered for sale in the year 2000 or later.
6. LII will be in breach of this Agreement if it ever states
or implies, orally or in writing, to another or others, that any of the
other parties hereto, or their officers, directors or
shareholders, are part of LII or any of its affiliated entities.
7. Each party hereto agrees to perform any and all further
acts and to execute and deliver any documents which may. Reasonably be
necessary to carry out the provisions of this Agreement-
8. This Agreement may be amended at any time by the written
agreement of the party affected thereby.
9. Any notice required or permitted hereunder shall be
delivered in person or sent by telecopier, air courier or certified
mail, return receipt requested, postage and fees prepaid in all cases,
to the then current address of each party's then principal business
office, to the attention of the Chairman of its Board of Directors or
the president, or to such other address as will have been specified by
prior written notice to the sending party. Notice shall be effective
upon delivery if it is hand delivered; upon receipt if it is
transmitted by telecopier, air courier or registered, certified or
express mail; upon expiration of the third business day after deposit
in the United States mail if mailed from and to an address in the
United States; and upon expiration of the tenth business day after
deposit in the United States mail if mailed from or to an address
outside the United States.
10. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and upon their permitted successors
in interest of any kind whatsoever, their heirs, executors,
administrators, and personal representatives.
11. This Agreement will be governed in all respects by the
laws of the State of California as such laws are applied to
agreements between California residents entered into and to be
performed entirely within California. The parties hereby consent
to the exclusive jurisdiction of the state or federal courts
located in the State of California, County of Los Angeles, for the
resolution of any disputes arising out of this Agreement.
12. This Agreement may be signed in any number of counterparts, each of
which will be an original, but all of which together will constitute
one and the same instrument.
13. Waiver of any default or breach of this Agreement, of any
warranty, representation covenant or obligation contained herein,
shall not be construed as a waiver of any subsequent breach.
14. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject
matter hereof and supersedes any and all prior or contemporaneous
agreements and understandings pertaining thereto whether oral or
written.
15. The language of this Agreement shall be construed as to
its fair meaning and not strictly for or against any party.
16. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of this Agreement
shall be enforceable in accordance with its terms and interpreted
as if such provisions were as excluded.
17. In the event that any dispute among the parties hereto
should result in litigation or arbitration, the prevailing party in
such dispute shall be entitled to recover from the other party all
reasonable fees, costs and expenses of enforcing any right of the
prevailing party, including without limitation, reasonable
attorneys fees and expenses.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date written below.
Date: May 12, 1998
MOILENETICS CORPORATTON
a Delaware corporation
By:
Xxxxx X. Xxxxxx, President
LANDMARK INTERNATIONAL, INC.
a Nevada corporation
By:
XXXXXXX X XXXXXX, President
XXXXXXX MANAGEMENT, INC.
a California corporation
By:
XXXX XXXXXXX, President
