EQUIPMENT LEASE
Exhibit 99.3
This
Equipment Lease (this “Lease”) is made and
entered into this 5th day
of March, 2010 by and between CIRTRAN CORPORATION (“Lessor”), and KATANA
ELECTRONICS, LLC, a Utah limited liability company (“Lessee”).
RECITALS
A. Lessor
owns (or has the legal right to use) all the equipment, machinery and furniture
used in connection with electronic assembly, cabling and harnessing attached
hereto as Exhibit
A (the “Equipment”).
B. Subject
to the terms and conditions of this Lease, Lessor desires to lease to and
provide possession to Lessee of the Equipment for Lessee to use in connection
with its business.
C. Subject
to the terms and conditions of this Lease, Lessee desires to lease and take
possession of the Equipment for use in its business.
AGREEMENT
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1. Lease. Lessor hereby
leases to Lessee and Lessee hereby leases from Lessor, the
Equipment.
2. Lease Term. The term
of this Agreement, shall be for a period commencing on March 1, 2010 and ending
on April 30, 2010 (the “Initial
Term”). Upon termination of the Initial Term, this Agreement
shall automatically renew on a month-to-month basis (the “Renewal Terms”)
unless terminated by either party by delivering written notice to the other
party at least thirty (30) days prior to the end of the then existing
term. The Renewal Terms, if any, together with the Initial Term are
collectively referred to hereinafter as the “Term”.
3. Lease
Payments. In consideration for the leasing of the Equipment,
Lessee shall pay Lessor a lease payment of One Thousand Dollars ($1,000) per
month during the Term, payable in arrears on the last day of each calendar
month.
4. Condition of the
Equipment. Lessor and Lessee have examined the Equipment and stipulate,
represent and warrant that the Equipment is, at the date of this Lease, in good
repair, and that no representation as to the condition or repairs thereof have
been made by Lessor prior to at the execution of this Lease that are not herein
expressed or endorsed herein.
5. Alterations and
Improvements. Lessee shall make no alterations, additions, or
improvements to the Equipment without the prior written consent of the Lessor.
All alterations and additions shall remain as part of the Equipment unless
Lessor shall otherwise elect.
1
6. Use and Preservation of the
Equipment. Lessee shall use the Equipment solely for the purpose of
conducting its electronic assembly, cabling and harnessing business and shall
not allow any other use. Lessee shall use the Equipment in a careful
and proper manner, shall comply with all applicable laws and regulations in the
conduct of its business, and shall maintain the Equipment in good repair and
condition. Lessee agrees that the Equipment will be returned to
Lessor at the end of the Term in the same appearance and condition as when
received, ordinary wear and tear excepted, by making the Equipment available at
Lessee’s business location during normal business hours for Lessor to pick-up at
Lessor’s expense. Any Equipment not picked-up, or for which pick-up
arrangement have not been made, within thirty (30) days following the end of the
Term shall be deemed, without any further action of the Lessor, to be abandoned,
and conveyed and assigned, to Lessee without any consideration being paid to
Lessor.
7. No Assignment or
Subletting. Lessee shall not sublet the Equipment or any part
thereof or assign this Lease without the prior written approval of the Lessor,
which approval shall not be unreasonably withheld.
8. Insurance. Lessee
shall be responsible for insuring the Equipment and carrying liability insurance
and shall name Lessor as an additional insured on any such policy.
9. Default. If
Lessee is in default under any of the material terms of this Lease, Lessor shall
give Lessee five (5) days written notice (a “Default Notice”) to
cure such default, which Default Notice is intended to be a waiver of any
statutory requirement for notice. If Lessee fails to cure the default
within five (5) days (the “Cure Period”) from
the Default Notice, Lessor may, at Lessor’s option, declare the entire balance
of lease payments hereunder to be immediately due and payable and may exercise
any and all rights and remedies available to Lessor at law or in equity or may
immediately terminate this Lease.
10. Notices. In
the event notice is required by the terms of this Lease Agreement, it shall be
in writing and shall be deemed delivered: (a) two (2) days after sent by United
States certified mail, return receipt requested; or (b) the same day notice is
sent by electronic facsimile transmission if made by 5:00 p.m local time or one
day after being sent by facsimile transmission if made after 5:00
p.m
11. Damage or
Destruction. If the Equipment is damaged or destroyed, Lessor
shall have no obligation under this Lease or otherwise, to repair or replace it,
and as to any portion of the Equipment that is damaged or destroyed, this Lease
shall automatically terminate.
12. Lessor’s Right of
Inspection. At all times during Lessee's business hours,
Lessor shall have the right to enter the premises where the Equipment is located
for the purpose of inspecting the Equipment.
13. UCC
Filing. Lessee hereby authorizes Lessor to file a UCC-1 or
other appropriate form with the Utah Department of Commerce in order to protect
Lessor’s interest in the Equipment.
2
14. Indemnity. Lessee
shall protect, defend, indemnify and hold harmless Lessor from any and all
liability, damages, liabilities, claims, proceedings, actions, demands and costs
(including reasonable attorneys’ fees) resulting, directly or indirectly, from
Lessee’s use of the Equipment in the operation of its business.
15. Limitation of
Warranties. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND
DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED,
WITH RESPECT TO THE CONDITION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS AND THAT LESSEE ACCEPTS THE EQUIPMENT
“AS IS” AND “WITH ALL FAULTS.” Lessor shall not be liable to Lessee
for any liability, loss, or damage caused directly or indirectly by the
Equipment, by any inadequacy thereof or defect therein, or by any incident in
connection therewith.
16. Binding Effect. The
terms and conditions of this Lease Agreement shall extend to and be binding upon
the parties hereto, and the heirs, executors, legal representatives, successors
and assigns of the parties hereto. This Agreement contains the entire
agreement between the parties and any executory agreement hereafter made between
the parties shall be ineffective to waive, modify, change, release, discharge,
terminate or effect an abandonment of this Agreement, in whole or in part,
unless such executory agreement is in writing, and signed by the party against
whom enforcement of the change, modification, waiver, release, discharge,
termination or the effecting of an abandonment is sought.
17. Governing Law. This
Agreement shall be construed in accordance with and governed by the laws of the
State of Utah.
18. Attorneys’
Fees. In the event of any suit, action, or proceeding brought
by any party for a breach of any term hereof, or to enforce any provision
hereof, the prevailing party shall be entitled to reasonable attorneys’ fees in
addition to court costs and other expenses of litigation in said action or
proceeding. For purposes of this Agreement, “prevailing party”
includes, without limitation, a party who agrees to dismiss an action or
proceeding upon the other’s payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief
sought.
19. Severability. If
any provision of this Lease Agreement shall be held invalid and unenforceable,
the remaining provisions shall, nevertheless, remain unaffected and continue in
full force and effect as valid and enforceable.
[SIGNATURES
TO FOLLOW]
3
IN
WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the
date first above written.
|
|
“LESSOR”
|
|
CIRTRAN
CORPORATION
|
|
|
By: _____________________________________
|
|
|
Name: Xxxxx
Xxxxxxxx
|
|
|
Title: President
|
|
|
|
“LESSEE”
|
|
KATANA
ELECTRONICS, LLC
|
|
|
a
Utah limited liability company
|
|
|
By: _____________________________________
|
|
|
Name: Xxxxxx
Xxxxxxxx
|
|
|
Title: Manager
|
SIGNATURE
PAGE
TO THE
EQUIPMENT LEASE
EXHIBIT
A
EQUIPMENT
|
SMT
|
||||||
|
LINE
1
|
SCREENPRINTER
|
MPM
|
SP200
|
SP-1
|
||
|
GLUE
MACH
|
FUJI
|
GL
|
||||
|
PICK-N-PLACE
|
FUJI
|
CPIII
|
CP-1
|
|||
|
WASH
|
VITRONICS
|
|||||
|
CONVEYORS
|
QTY:
2
|
|||||
|
LINE
2
|
SCREENPRINTER
|
MPM
|
SPM/AV
|
|||
|
PICK-N-PLACE
|
FUJI
|
CPIII
|
CP-3
|
|||
|
PICK-N-PLACE
|
TYCO/QUAD
|
QSP-2
PLUS
|
||||
|
OVEN
|
VITRONICS
|
UNITHERM
SMR-800 (8 HEAT & 2 COOL)
|
||||
|
CONVEYORS
|
QTY:
1
|
|||||
|
LINE
3
|
||||||
|
PICK-N-PLACE
|
FUJI
|
IP
|
||||
|
MISC
|
X-RAY
|
INSITE
|
||||
|
DRYING
OVEN
|
VWR
|
1370F
(SUBSIDIARY OF UNIVAR)
|
||||
|
MICROSCOPE
|
QTY:
4 (ENTIRE FLOOR)
|
|||||
|
SOLDER
IRON
|
QTY:
4
|
|||||
|
DESKS
|
QTY:
4
|
|||||
|
FILE
CABINETS
|
QTY:
2
|
|||||
|
SHELF
|
QTY:
4
|
|||||
|
SCREEN
RACK
|
QTY:
4
|
|||||
|
ROLLER
RACK
|
48X18
|
QTY:
1
|
||||
|
36X18
|
QTY:
1
|
|||||
|
TABLE
|
72X36
|
QTY:
3
|
||||
|
72X30
|
QTY:
5
|
|||||
|
48X30
|
QTY:
2
|
|||||
|
60X30
|
QTY:
1
|
|||||
|
24X24
|
QTY:
3
|
|||||
|
THRU-HOLE
|
||||||
|
TABLE
|
96X36
|
QTY:
10
|
||||
|
72X36
|
QTY:
6
|
|||||
|
48X30
|
QTY:
15
|
|||||
|
72X30
|
QTY:
1
|
|||||
|
60X30
|
QTY:
1
|
|||||
|
DESK
|
QTY:
2
|
|||||
|
FILE
CABINET
|
QTY:
8
|
|||||
|
CABINET
|
QTY:
1
|
|||||
|
SHELF
|
QTY:
6
|
|||||
|
ROLLER
RACK
|
48X18
|
QTY:
3
|
||||
|
36X18
|
QTY:
3
|
|||||
|
SLIDELINE
|
20FT
X 6FT
|
4
STATION ON EACH SIDE
|
||||
A-1
|
AXIAL
PREP
|
MANUAL
|
|||||
|
IC
|
SEMI
POWERED
|
|||||
|
SOLDER
IRON
|
QTY:
13
|
|||||
|
CABLE
|
||||||
|
TABLE
|
96X36
|
QTY:
9
|
||||
|
72X30
|
QTY:
5
|
|||||
|
60X30
|
QTY:
2
|
|||||
|
120X36
|
QTY:
1
|
|||||
|
54X30
|
QTY:
1
|
|||||
|
4X30
|
QTY:
1
|
|||||
|
60X36
|
QTY:
32
|
|||||
|
72X36
|
QTY:
2
|
|||||
|
EPOXY
GUN (PNEUMATIC)
|
QTY:
1
|
|||||
|
BARRELL
TILT (MANUAL)
|
QTY:
2
|
|||||
|
DESK
|
QTY:
2
|
|||||
|
FILE
CABINET
|
QTY:
2
|
|||||
|
SHELF
|
QTY:
14
|
|||||
|
PALLET
RACK
|
QTY:
4
|
|||||
|
WORK
BENCH/TABLE
|
20FT
X 5FT
|
4
STATION ON EACH SIDE
|
||||
|
CART/RACK
(TO HOLD WIRE)
|
QTY:
4
|
|||||
|
ROLLER
RACK
|
48X18
|
QTY:
6
|
||||
|
SOLDER
IRON
|
QTY:
12
|
|||||
|
INJECTION
MACHINE
|
||||||
|
ROTARY
TABLE INJECTION
|
QTY:
1
|
|||||
|
XXXXXX,
VERTICLE
|
QTY:
1
|
|||||
|
NEWBURY,
SHUTTLE
|
QTY:
1
|
|||||
|
PINNING
MACHINE
|
||||||
|
SCHLENUGER
|
UNICRIMP
200
|
QTY:
1
|
||||
|
SCHLENUGER
|
UNICRIMP
200
|
QTY:
1
|
||||
|
AMP
|
GTM
|
QTY:
1
|
||||
|
MOLEX
|
TM
40
|
QTY:
1
|
||||
|
STRIPPING
MACHINE, WIRE
|
||||||
|
SCHLEUNIGER
|
2015
|
QTY:
2
|
||||
|
XXXXXXXXXXX
|
XX
8300
|
QTY:
1
|
||||
|
CUTTING/STRIPPING
MACHINE
|
||||||
|
SCHLEUNIGER
|
PS
9500
|
QTY:
1
|
||||
|
FIBER
OPTIC
|
||||||
|
SCHLEUNIGER
|
OC
3950
|
QTY:
1
|
||||
|
SCHLEUNIGER
|
CP
1250
|
QTY:
1
|
||||
|
PRE-FEEDER
|
||||||
|
SCHLEUNIGER
|
1100
|
QTY:
1
|
||||
|
SCHLEUNIGER
|
2000
|
QTY:
1
|
||||
|
TEST
|
||||||
|
WIRE
TESTER
|
||||||
|
CIRRIS
|
1100H+
|
|||||
|
CIRRIS
|
1100H+
|
|||||
|
CIRRIS
|
1100H+
|
|||||
|
CIRRIS
|
1000
|
|||||
|
CIRRIS
|
2000
|
|||||
A-2
|
TABLE
|
96X36
|
QTY:
8
|
||||
|
60X36
|
QTY:
5
|
|||||
|
72X36
|
QTY:
1
|
|||||
|
FILE
CABINET
|
QTY:
2
|
|||||
|
CABINET
|
QTY:
2
|
|||||
|
SHELF
|
QTY:
3
|
|||||
|
SOLDER
IRON
|
QTY:
4
|
|||||
|
WAVE
SOLDER
|
||||||
|
STRECKFESS
|
10FT
X 5FT
|
|||||
|
WASH
|
VITRONICS
|
15FT
X 18IN CONVEYOR
|
||||
|
OVEN
|
GRIEVE
|
6FT
X 42IN
|
||||
|
TABLE
|
48X30
|
QTY:
2
|
||||
|
RACK/SHELF
|
QTY:
4
|
|||||
|
STOCK
ROOM/SHIP/RECV
|
||||||
|
DESK
|
QTY:
7
|
|||||
|
TABLE
|
96X36
|
QTY:
1
|
||||
|
36X24
|
QTY:
2
|
|||||
|
60X30
|
QTY:
2
|
|||||
|
FILE
CABINET
|
QTY:
8
|
|||||
|
SHELF
|
||||||
|
PALLET
RACK
|
QTY:
13
|
|||||
|
36W
X 24D X 96H
|
QTY:
104
|
|||||
|
48W
X 24D X 96H
|
QTY:
1
|
|||||
|
48W
X 24D X 84H
|
QTY:
18
|
|||||
|
96W
X 30D X 84H
|
QTY:
1
|
|||||
|
48W
X 24D X 72H
|
QTY:
3
|
|||||
|
48W
X 18D X 72H
|
QTY:
5
|
|||||
|
DOC
CONTRL
|
||||||
|
FILE
CABINET
|
QTY:
7
|
|||||
|
DESK
|
QTY:
2
|
|||||
|
QC
|
||||||
|
FILE
CABINET
|
QTY:
4
|
|||||
|
DESK
|
QTY:
1
|
|||||
|
TABLE
|
60X30
|
QTY:
30
|
||||
|
48X30
|
QTY:
1
|
|||||
|
SHELF
|
QTY:
6
|
|||||
|
SHORT
|
QTY:6
|
|||||
|
FLOOR
|
||||||
|
WORK
BENCH
|
||||||
|
60X30
|
QTY:
3
|
|||||
|
AIR
COMPRESSOR
|
||||||
|
XXXXXXX/DENVER
|
||||||
|
EBHQJC 1996
|
QTY:
1
|
|||||
|
OFFICE
FURNITURE
|
||||||
|
SHAHER'S
ENTIRE OFFICE SETTING
|
||||||
|
DESK
|
QTY:
1
|
|||||
|
SMALL
CABINET
|
QTY:
1
|
|||||
A-3
|
WALL
UNIT
|
QTY:
1
|
|||||
|
COUCH
|
QTY:
1
|
|||||
|
LOVE
SEAT
|
QTY:
1
|
|||||
|
CHAIR
|
QTY:
3
|
|||||
|
TABLE
|
QTY:
1
|
|||||
|
GLOBE
|
QTY:
1
|
|||||
|
COMPUTER
|
QTY:
1
|
|||||
|
PRINTER
|
QTY:
1
|
|||||
|
PLANT
|
QTY:
|
|||||
|
WALL
DECORATION, MISC
|
QTY:
|
|||||
|
TABLE
AND WALL UNIT DECORATIONS, MISC
|
QTY:
|
|||||
|
XXX/EARL'S
ENTIRE OFFICE SETTING
|
||||||
|
DESK
|
QTY:
4
|
|||||
|
FILE
CABINET
|
QTY:
10
|
|||||
|
CHAIR
|
QTY:
10
|
|||||
|
TABLE
|
QTY:
1
|
|||||
|
BOOKSHELF
|
QTY:
2
|
|||||
|
MALCOLM'S
ENTIER OFFICE SETTING
|
||||||
|
DESK
|
QTY:
2
|
|||||
|
FILE
CABINET
|
QTY:
4
|
|||||
|
CHAIR
|
QTY:
5
|
|||||
|
BOOKSHELF
|
QTY:
2
|
|||||
|
CREDENSA
|
QTY:
1
|
|||||
|
MAINTENANCE
|
||||||
|
ALL
MAINTENANCE SUPPIES AND TOOLS
|
||||||
|
SPARE
EQUIPMENT PARTS, DESKS, TABLES, CABINETS, TOOLBOXES, TOOLS
ETC.
|
||||||
|
WATER
FILTRATION SYSTEM
|
||||||
|
STORAGE
TANK
|
QTY:
1
|
|||||
|
RO
FILTER
|
QTY:
9
|
|||||
|
PUMP
|
QTY:
2
|
|||||
|
ACCUMULATOR
|
QTY:
1
|
|||||
|
CONTROLLER
|
QTY:
1
|
|||||
|
WATER
SOFTENER
|
QTY:
1
|
|||||
|
LOCKERS,
EMPLOYEE
|
||||||
|
6H
X 3W
|
QTY:
5
|
|||||
|
5H
X 3W
|
QTY:
3
|
|||||
A-4
