1
EXHIBIT 10.8
[XXXXXXXX FINANCIAL, INC. LETTERHEAD]
LEASE SCHEDULE
MASTER EQUIPMENT
LEASE AGREEMENT NO. INT00100
LEASE SCHEDULE NO. 2052
BETWEEN XXXXXXXX FINANCIAL, INC. (LESSOR)
and Interactive Telesis Inc. (LESSEE).
1. DESCRIPTION OF EQUIPMENT
QUANTITY ITEM MODEL/SERIAL NO.
-------- ---- ----------------
SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF
=======================================================
2. EQUIPMENT LOCATION
The above Equipment is to be located and delivered to Lessee's premises at
000 Xxxxxxxxx Xxxx. Xxxxx 000, Xxxxxxxxx, XX 00000.
3. RENTAL TERM: 60 months.
4. RENTAL
The first payment in the amount of $732.85 is due 10-24-97. Subsequent
rental payments will be in the same amount and due on the same day
Monthly (monthly, quarterly, etc.) thereafter.
5. NUMBER AND AMOUNT OF ADVANCE RENTAL PAYMENTS:
NUMBER: 2 $1,465.70
6. SECURITY DEPOSIT: $ N/A.
----
7. THIS SCHEDULE AND ITS TERMS AND CONDITIONS ARE HEREBY INCORPORATED BY
REFERENCE IN THE ABOVE MASTER EQUIPMENT LEASE AGREEMENT. LESSEE PERMITS
LESSOR TO INSERT MODEL AND SERIAL NUMBERS OF EQUIPMENT WHEN DETERMINED BY
LESSOR.
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LESSEE: Interactive Telesis Inc. LESSOR: Xxxxxxxx Financial, Inc.
------------------------------------- ----------------------------------------
(MUST BE SIGNED BY AUTHORIZED
CORPORATE OFFICER, PARTNER, OR
PROPRIETOR)
/s/ XXXXXX X. XXXXXXX /s/ XXXXXX X. XXXXX
------------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxxx, President (Title) Xxxxxx X. Xxxxx, VP & Gen. Mgr. (Title)
------------------------------------- Accepted this 24 day of October 1997 at
(Title) Santa Ana, CA
-------------------------------------
(Title)
-------------------------------------
(Title)
2
ASSIGNMENT OF LEASE AND SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned ("Assignor") hereby assigns, transfers and
monies now due and that hereinafter come due to Assignor from Interactive
Telesis, Inc. ("Lessee") under or on account of that certain lease agreement
dated 10-15-97 having aggregate unpaid rentals of $42,505.30, and all of the
Assignor's rights and remedies thereunder to receive or collect such monies.
Assignor hereby grants a security interest, pursuant to the California Uniform
Commercial Code, to Assignee in the property described in said lease and in all
accessories parts, insurance policies, services or maintenance agreements, and
other property ("equipment") now or hereafter affixed thereto or used in
connection therewith and all proceeds of any of the foregoing. This security
interest shall secure (a) all obligations of Lessee(s) under the lease
including, but not limited to all rental payments, renewal rental payments,
claims and rights to monies due and to become due under the lease, (b) all
obligations of Assignor to Assignee, however created, direct or contingent,
whether arising in the past, present or hereafter including, but not limited
to, the right and duty to purchase the equipment and (c) all rights and
remedies under the lease and any guarantee thereof, including the right to
take, in Assignor's or Assignee's name, any and all proceedings, legal,
equitable or otherwise and all costs and expenses incurred in the collection or
enforcement of the foregoing.
Assignor warrants and agrees that:
1. The equipment will be kept at the address shown in the lease unless
Assignee otherwise consents in writing;
2. Assignor has full title to the equipment and will at all times keep the
equipment free of all liens, taxes, and claims whatsoever other than use
of the equipment by Lessee(s) in accordance with the lease and the
security interest hereunder;
3. The Lease is genuine and represents a valid obligation of a bonafide
Lessee for the amount stated therein; the Lease and other documents are
and will be legally enforceable by Assignee in accordance with its terms
except as enforceability may be limited by bankruptcy and other laws
affecting creditor's rights generally; the Lease and other documents
shall not be subject to any claims, offsets, defenses or counterclaims;
all statements contained therein are true;
4. Assignor will not sell, transfer, assign or otherwise dispose of any of
the equipment or any interest therein except with prior written consent
of Assignee;
5. Assignee may examine and inspect all the equipment wherever located at
any reasonable time or times. Assignee may from time to time, at its
option, perform any agreement of the Assignor hereunder which the
Assignor fails to perform and take any other action that the Assignee
deems necessary for the maintenance or preservation of any of the
equipment or its interest therein.
3
Non-payment when due, whether by acceleration or otherwise, of any monies, sums
or amounts payable under or on account of the Lease, shall constitute a default
hereunder. Upon such default under any assigned lease, Assignee may exercise
from time to time any rights or remedies available to it under such lease, the
California Uniform Commercial Code, California Vehicle Code or other statue or
contractual agreement. Any proceeds of the equipment will be applied first to
the payment of costs and expenses incurred in connection with the taking,
storing, marketing and sale of the equipment, including reasonable attorney
fees, and then to the rental obligations owed to Assignee. Proceeds of any
collateral securing such assigned lease will be similarly applied first to the
costs and expenses incurred in enforcing the collateral agreement and then to
the rental obligations owed to Assignee.
In exercising its rights under the Lease, any guaranty thereof, collateral
assignments or pledges, or under any statutes or other agreements, Assignee
shall have sole discretion to choose which rights to exercise, in which order
and when, Assignor shall have no right to direct Assignee in this regard and
waives any claim or defense which it may have with regard to the manner of
timing. Including any claim that Assignee's acts or discharge of any obligor or
the release of property to which Assignor may have otherwise resorted.
Until all obligations secured hereby have been paid in full, Assignor shall
have no right of subrogation and Assignor further waives any right to enforce
any remedy which Assignor now has or later may have against Lessee(s) or any
other person(s), and security now or later held by Assignee.
Assignee may, without Assignor's consent, assign or transfer this agreement,
any rights granted hereunder, any equipment or any rent or other sums due or
other sums to become due.
Assignor warrants and agrees that each of the waivers set forth above are made
with Assignor's full knowledge of their significance and consequences with the
understanding that events giving rise to any defense waived may diminish,
destroy or otherwise adversely affect rights which Assignor otherwise may have
against Lessee(s), Assignee or others, or against the equipment or any
collateral, and that, under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any of the waivers are determined to
be contrary to any applicable law or public policy, such waivers shall be
effective to the maximum extent permitted by law.
The rights and liabilities of Assignee and Assignor under this agreement shall
be interpreted, enforced, and governed by the laws of the State of California,
County of Sacramento. Assignee consents and subjects itself to the jurisdiction
of State and Federal courts within the State of California, County of
Sacramento and Assignee shall not file or maintain any action or proceeding
regarding this agreement in a court outside of the jurisdiction of the State
of California, County of Sacramento.
The undersigned warrants he/she has full authority to execute this Assignment
on behalf of Assignor.
Dated: 10-24-97 Assignor: Xxxxxxxx Financial, Inc.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, VP & Gen. Mgr.
Title:
-------------------------------
Address: 000 X. Xxxxxx Xxx, Xxxxx 000
Xxxxx Xxx, XX 00000
4
CORPORATE LESSEE'S BOARD OF
DIRECTORS RESOLUTION AUTHORIZING
MASTER EQUIPMENT LEASE AGREEMENT
MASTER LEASE AGREEMENT NO. INT00100
The Undersigned hereby certifies that he is the Secretary of Interactive
Telesis Inc., a corporation validly existing and organized under the laws of the
State of CA, which Corporation is presently subsisting and in good standing
under the laws of such State and is duly qualified to conduct its business
within the state of California (WHERE EQUIPMENT LOCATED): that the following is
a true, accurate and compared transcript of resolutions duly adopted at a
meeting of the Board of Directors of said Corporation duly held on the 15 day of
October, 1997 at which meeting a quorum was present, and that the proceedings
were in accordance with the Articles and by-laws of said Corporation, and that
said resolutions have not been amended, rescinded, modified or revoked, and are
in full force and effect:
"RESOLVED, that each of the officers of this Corporation, whose name
appears below, or the duly elected or appointed successor in office of any or
all of them, be and is hereby authorized and empowered in the name and on
behalf of this Corporation to enter into, execute and deliver a Master Lease
Agreement between Xxxxxxxx Financial, Inc. (hereinafter called "Lessor") as
Lessor and this Corporation as lessee and providing for the leasing to this
Corporation of equipment and further providing for this Corporation to
indemnify said Lessor against certain occurrences, and to enter into, execute
and deliver any Lease Schedules which are now attached thereto as part thereof
and any Lease Schedules executed from time to time hereafter which may
hereafter become a part thereof; and
FURTHER RESOLVED, that each designated officer of this Corporation is
hereby authorized to do and perform all other acts and deeds that may be
requisite or necessary to carry fully into effect the foregoing resolution; and
FURTHER RESOLVED, that said Lessor is authorized to rely upon the
aforesaid resolutions until receipt by it of written notice of any change,
which changes of whatever nature shall not be effective as to said Lessor to
the extent that it has theretofore relied upon the aforesaid resolutions in the
above form."
/s/ XXXXXX X. XXXXXXX
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President Xxxxxx X. Xxxxxxx Treasurer
*
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Vice-President Secretary
I FURTHER CERTIFY that the duly elected officers of this Corporation named
in the foregoing resolution continue to hold their respective offices.
I FURTHER CERTIFY, I have set my hand and affixed the seal of said
Corporation this 15 day of October, 1997.
(CORPORATE SEAL)
*
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Secretary
FORM 905 4/90
5
INTERACTIVE TELESIS
EQUIPMENT ITEMIZATION
SCHEDULE A
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MITEL SX-2000 MICRO LIGHT
PURCHASE OPTION
QTY DESCRIPTION
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1 Mitel Micro Light Basic System (9400-200-133-NA) Serial # AAA2T3024
1 Mitel Basic System Software (MK070(LW27)
1 Mitel DNI Line Card (MC330)(16 cct each)
1 Mitel ONS Line Card (MC320)(16 cct each)
1 Mitel LS/GS Line Card (MC340)(8 cct each)
4 Mitel DSI Formatter (MC263)(48 cct each)
4 Mitel DSI I/F Assembly (MA218)
Includes installation, training and 5 Year 5 Star Warranty
Total System Investment...............................................$28,248.59
Tax on Equipment $ 1,751,41
TOTAL WITH TAX $30,000.00
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