EXHIBIT 10.41
Data Speak Systems, Inc.
SALES AGREEMENT
This Agreement for the Sale of Goods and Services ("Agreement') made arid
effective this 10th day of December, 1999 by end between DataSpeak Systems,
Inc., ('Seller') and IPVoice (Buyer).
Seller desires to sell to Buyer, arid Buyer desires to purchase from Seller,
certain tangible products end services.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. SALE.
Seller agrees to sell, transfer arid convey to Buyer, arid Buyer agrees to
purchase the products and services ('Goods') included In Schedule A of this
Agreement, and made a part hereof.
2. PRICE.
Buyer shall pay Seller for the Goods the sum of $11,915. Payment for equipment
shall be made within 5 days of first installation according to the terms of
Crown Dank Leasing of 794t1 Xxxx Xxxxx Xxxxx xxxxx 000 Xxxxxxxxxx, XX 00000 or
their appointed agents/operators. This agreement is subject to an approval
letter from the leasing agent.
In the event that the purchase price is not timely paid, in addition to its
other remedies, Seller may impose, and Buyer shall pay, a late payment charge
equal to one percent (1%) of the overdue amount each month.
3. SCOPE OF WORK
The scope of work to be performed under this Agreement is specified In Schedule
A.
4. SOFTWARE LICENSE
Goods may include proprietary software that are listed in Schedule A. In the
event that proprietary software is included in Schedule A, Schedule B of the
Agreement, end made a part hereof, shall apply.
5. LIMITED WARRANTY.
Products sold hereunder are warranted to be free from defects in material and
workmanship for a period of twelve (12) months from the date of delivery and
acceptance. If the Products do not conform to this Limited Warranty during the
warranty period (as herein above specified). Buyer shall notify Seller in
writing of the claimed defects and demonstrate to Seller's satisfaction that
said defects are covered by this Limited Warranty. If the detects are properly
reported to Seller within the warranty period, and the defects are of such type
and nature as to be covered by this warranty~ Seller shall~ at its own expense.
repair or replace defective Products. shipping arid Installation of the repaired
or replacement Products shall be at Seller's expense.
THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCL1JOING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Seller does not warrant against damages or defects arising
out of improper or abnormal use of handling of the Products; against defects or
damages arising from Improper installation (where Installation is by persons
other than Seller), against defects in products or components not supplied by
Seller, or against damages resulting from such non-Seller supplied products or
components. This warranty also does not apply to Products upon which repairs
have been effected or attempted by persons other than pursuant to written
authorization by Seller.
The sole and exclusive obligation of Seller shall be to repair or replace the
defective Products in the manner and for the period provided above. Seller shall
not have any other obligation with respect to the Products or any part thereof,
whether based on contract, tort, strict liability or otherwise. Under no
circumstances, whether based on this Limited Warranty or otherwise, shall
Manufacturer be liable for incidental, special, or consequential damages.
Seller's employees or representatives' ORAL OR OTHER WRITTEN STATEMENTS DO NOT
CONSTITUTE WARRANTIES, shall not be relied upon by Buyer arid are not a part of
the contract for sale or this limited warranty.
This Limited Warranty states the entire obligation of Seller with respect to the
Products. If any part of this Limited Warranty is determined to be void or
illegal, the remainder shall remain in full force and effect.
6. TRANSFER OF TITLE.
Title to and ownership of the goods shall not pass from Seller to Buyer until
Buyer has paid in purchase price to Seller.
7. LIMITATION OF LIABILITY.
In no event shall Seller be liable for any special, indirect, incidental or
consequential damages arising out of or connected with this Agreement or the
Goods, regardless of whether a claim is based on contract, tort. Strict
liability or otherwise, nor shall 8uyer's damages exceed the amount of the
purchase price of the Goods.
8. TAXES.
Buyer shall pay reimburse Seller as appropriate for any sales, use, excise or
other tax imposed or levied with respect to the payment of the purchase price
for the Goods or the conveyance of title in the Goods to Buyer. In no event
shall Buyer be responsible for any tax imposed upon Seller based upon Seller's
income or for the privilege of doing business.
9. NOTICES.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services.
If to Buyer:
IPVoice
0000 Xxxxx 00xx Xxx. #000
Xxxxxxx, XX 00000
Xxx Xxxxxx
000-000-0000
If to Seller:
DateSpeak Systems, Inc.
0000 Xxxx Xxxxx, #0
Xxxxxxxxxx, XX 00000
10. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the laws of
the state of Arizona.
11. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that Is duly executed by both parties.
12. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
Invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as If such invalid or unenforceable
term had never been Included.
13. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Buyer: IPVoice
Its: /s/ Xxxxxxx X. Will
--------------------------------
Seller: /s/ Xxxx Xxxxx
-------------------------------
Xxxx Xxxxx
Its: DataSpeak Systems. inc.
Schedule A
Equipment List and Scope of Work
EQUIPMENT: Vodavi Infinite DVX Plus II Telephone System
CONFIGURATION: Capacity 108 Ports
Carded 12 Lines and 24 Stations
Working 8 Lines and 12 Stations
Qty Description Part #
1 Vodavi DVX Plus II KSU Basic Cabinet IN 9000-00
2 Vodavi DVX Plus II 6 Line CO Boards IN 8031-00
1 Vodavi DVX Plus II 24 Station Board IN 8032-40
1 Vodavi DVX Power Supply IN 8071-20
11 Vodavi 24 Button Executive Display Speaker Phone IN 9013-71
1 Vodavi 8 Button Speaker Phone IN 9015-71
1 Vodavi DSS Operator's Console IN 9010-71
1 Vodavi TaIkPath 4 port Voice Mail System IN 303-04
1 Battery Back-up Unit VC6I 101
1 Musicon Hold Unit -
12 Cabling and Jacks-Phone -
1 Cabling and Jacks-Fax -
1 One Free Programming Change within 30 Days -
1 Installation and Programming -
1 12 Month Labor and Equipment Warranty -
1 On Site Training and Users Guides -
System Investment: $ 11,915.00
The price is subject to Sales Tax
Install Address: 0X0X Xxxxx x0xx Xxx.#000
Xxxxxxx. Xx 00000
Other Services:
/s/ Xxxxxxx S Will 12/10/99
--------------------------- --------------
Customer signature on Schedule A
Telephone System Proposal
LOCATION: IPVoice
0000 Xxxxx 00xx Xxx #000
Xxxxxxx, XX
CONTACT: Bud
602.335.1231
EQUIPMENT: Vodavi Infinite DVX Plus II Telephone System
CONFIGURATION: Capacity 108 Ports
Carded 12 Lines and 24 Stations
Working 8 Lines and 12 Stations
Qty Description Part #
1 Vodavi DVX Plus II KSU Basic Cabinet IN 9000-00
2 Vodavi DVX Plus II 6 Line CO Boards IN 8031-00
1 Vodavi DVX Plus II 24 Station Board IN 8032-40
1 Vodavi DVX Power Supply IN 8071-20
11 Vodavi 24 Button Executive Display Speaker Phone IN 9013-71
1 Vodavi 8 Button Speaker Phone IN 9015-71
1 Vodavi DSS Operator's Console IN 9010-71
1 Vodavi TaIkPath 4 port Voice Mail System IN 303-04
1 Battery Back-up Unit VC6I 101
1 Musicon Hold Unit -
12 Cabling and Jacks-Phone -
1 Cabling and Jacks-Fax -
1 One Free Programming Change within 30 Days -
1 Installation and Programming -
1 12 Month Labor and Equipment Warranty -
1 On Site Training and Users Guides -
System Investment: $ 11,915.00
The price is subject to Sales Tax
EQUIPMENT LEASE AGREEMENT
Lessee Supplier
----------------- ---------------------
Name XXXxxxx.xxx, Inc. Name Savings Communications, Inc.
Address 0000 X. 00xx Xxx. #416/417 Address 0000 X. Xxxxx, Xxxxx 0
Xxxx Xxxxxxx Xxxxxx Maricopa City Scottsdale County
State AZ Zip 85015 State Zip 85260
Phone (602) 335--1231 Phone (000) 000-0000
Quantity, Full Description of Equipment including Make, Model, and Serial Number
Price
Telephone Equipment more fully described in Schedule "A" attached hereto and
made a part hereof. $ 13,000.00
Term (In Months) 48
Frequency of Payments [x] Monthly [ ] Quarterly [ ] Annually [ ] Other
Amount of Rent Payment (plus applicable sales or use tax) $374.52
Initial Payment (check for this amount must accompany lease) $ 877.22
[x] Doc. Fee $75.00 [x] First $401.11 [x] Last $ 401.11
[ ] Deposit $ [ ] Other $
Sales Tax (Only if included in Total Cost) $
Design, Freight and Installation $ 13,000.00
Total Cost
Additional Terms:
Expiration %_____
Casualty
Value
------------------
TERMS AND CONDITIONS
Lessor will lease to Lessee and Lessee will lease from Lessor the above
described personal property (collectively the "Equipment' and individually an
'Item") under the terms of this equipment lease agreement ("lease").
1. LESSEE'S OBLIGATIONS. Lessee's obligations under this lease as to an Item
(other than the obligation to pay rent which commences as set forth in paragraph
2) commence at such time as Lessor has any interest in or obligation as to the
Item and end when the Item is returned to Lessor in accordance with paragraph
12, except as otherwise provided in this tease.
2. PAYMENTS. The rent shown above is based on the Total Cost" which is an
estimate of the cost to Lessor of the Equipment. Actual rent will be calculated
in the proportion that the actual cost paid by Lessor for the Equipment bears to
the Total Cost. Sales and use taxes applicable to the rent will be added to the
rent. As indicated above, the projected initial rent payment is to be furnished
on lease execution. If the contemplated leasing transaction is not consummated,
the initial rent payment may be retained by Lessor as partial compensation for
Lessor's costs and expenses incurred in preparation for the transaction. If the
amount received is less or greater than the rent payment as finally determined,
the deficiency or excess will be payable with or credited to the second rent
payment. The second rent payment will be due 30 days after Lessee's execution of
the Certificate-of Acceptance for the Equipment or on such later date as Lessor
chooses. Subsequent rent will be due on the same day of each month, or other
period set forth above, thereafter until paid, whether or not an invoice is
rendered or received. Other amounts due Lessor from Lessee hereunder are payable
upon the earlier of Lessee's knowledge thereof or Lessee's receipt of an invoice
therefore. Lessee will pay Lessor amounts due under this lease at Lessor's
address shown below or to such other person and/or at such other place as Lessor
may notify Lessee. Amounts to be applied to the last rent payment or payments
will be applied to the final and preceding rent payment or payments-until
exhausted provided there has been no default under the lease. In the event of a
default, payments made under the tease may be applied to Lessee's obligations to
Lessor in any order Lessor chooses.
3. LESSOR TERM1NATION. If the Certificate of Acceptance for the Equipment has
not previously been - executed and delivered to Lessor. Lessor may terminate its
obligations hereunder and tender to Lessee all obligations and duties with
respect to the Equipment by giving Lessee notice of such termination (a)
subsequent to sixty (60) days from the date of this lease, (b) upon a material
adverse change in Lessee's financial condition or probable ability to perform
its obligations under this lease, (c) if the actual cost of the Equipment would
exceed the Total Cost or (d) if the lease is in default.
4. DELIVER; ACCEPTANCE. Lessee will either (a) execute and deliver the
Certificate of Acceptance for-the Equipment thereby accepting the Equipment for
all purposes of this lease or (b) give Lessor notice specifying any proper
objection to any Item within fourteen (14)-days of completion of the delivery of
the Equipment. If Lessee has not furnished Lessor with the Certificate of
Acceptance within this period, Lessee will, upon Lessor's request, assume all of
Lessor's rights and obligations as purchaser of the Equipment, and Lessor's
obligations hereunder and related hereto will terminate. Lessee further
acknowledges that upon direction by Lessor Lessee will pay directly to the
appropriate parties the excess of design, freight and installation costs related
to an Item over fifteen percent (15%) of its actual cost and will pay directly
to the appropriate party any invoice applicable to an Item which may be
furnished Lessor subsequent to the acceptance of the Equipment. - -
5. NET LEASE; NO OFFSET. THIS IS A NET LEASE TERMINABLE ONLY AS EXPRESSLY
PROVIDED HEREIN. LESSEE MAY NOT TERMINATE ITS OBLIGATION HEREUNDER FOR ANY
REASON WHATSOEVER INCLUD1NG, WITHOUT LIMITATION, THE FAILURE OF THE EQUIPMENT TO
OPERATE PROPERLY. LESSEE'S OBLIGATION TO MAKE ALL PAYMENTS UNDER THIS LEASE IS
ABSOLUTE AND UNCONDITIONAL AND WILL NOT BE SUBJECT TO ANY ABATEMENT,
COUNTERCLAIM, RECOUPMENT OFFSET OR DEFENSE LESSEE'S OBLIGATIONS UNDER THIS
LEASE, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN PARAGRAPH 17, SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.
6. NO AGENCY. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY FINANCIAL
INTERMEDIARY NOR ANY AGENT OF EITHER IS AN AGENT OF LESSOR AND FURTHER THAT NONE
OF SUCH PARTIES IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS
LEASE. NO REPRESENTATION AS TO THIS EQUIPMENT OR ANY OTHER MATTER BY ANY SUCH
PARTY IS BINDING UPON LESSOR OR WILL EFFECT LESSEES DUTY TO PAY THE RENT AND
PERFORM THE OTHER OBLIGATIONS UNDER THIS LEASE.
7. DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT AND THE
ABOVE SUPPLIER HAVE BEEN SELECTED BY LESSEE, THAT LESSEE' LEASES THE EQUIPMENT
"AS IS" AND ACCORDINGLY THAT LESSOR MAKES NO EXPRESS WARRANTY AND SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTY AS TI THE EQUIPMENT INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IF AN ITEM DOES NOT FUNCTION PROPERLY, LESSEE WILL MAKE ANY RESULTANT CLAIMS
AGAINST THE SUPPLIER OR MANUFACTURER PROVIDED NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, LESSOR ASSIGNS TO LESSEE DURING THE TERM HEREOF ANY THIRD
PARTY WARRANTY APPLICABLE TO THE EQUIPMENT. ANY PROCEEDS THEREOF WILL BE APPLIED
BY LESSEE TO PLACE THE EQUIPMENT IN WARRANTY CONDITION. CONSISTENT WITH LESSEE'S
ASSUMPTION OF ALL RISKS RESPECTING THE EQUIPMENT, LESSEE HEREBY WAIVES ANY
RIGHTS, DEFENSES AND CLAIMS AGAINST LESSOR RELATED TO THE EQUIPMENT ARISING
UNDER DIVISION 10 OF THE CALIFORNIA UNIFORM COMMERCIAL CODE OR SIMILAR
APPLICABLE LAW TO THE EXTENT PERMITTED BY LAW.
LESSEE'S INITIALS HERE /S/BW
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
LEASE
By execution hereof Lessee requests Lessor to order the Equipment form the
Supplier and lease the Equipment to Lessee hereunder. Execution hereof by a duly
authorized officer of lessor at lessor's address shown above indicates lessor's
acceptance of such offer. Lessee authorizes Lessor to insert identification data
as to the Equipment above. Lessee warrants that Lessee will use the Equipment
solely for commercial or business purposes. LESSEE UNDERSTANDS THAT THIS LEASE
IS A "FINANCIAL LEASE" AND THUS UNDER LAW LESSEE WILL HAVE THE RIGHTS LESSOR
RECEIVES UNDER THE CONTRACT OR CONTRACTS EVIDENCING LESSOR'S PURCHASES OF THE
EQUIPMENT, INCLUDING ANY MANUFACTURER OR OTHER THIRD PARTY WARRANTIES. LESSOR
ADVISES LESSEE TO CONTACT THE SUPPLIER FOR A DESCRIPTION OF THOSE RIGHTS,
INCLUDING ANY RELATED LIMITATIONS OR DISCLAIMERS.
Lessor and Lessee have executed this lease as of 12/29/99
BJ LEASING COMPANY XXXxxxx.xxx, Inc.
(Lessor) ---------------------------
By: /s/ Xxxxx Xxxxx Printed legal name of Lessee Above
-------------------------
By: Xxxxxxx X. Will
--------------------
Xxxxxxx Will, President
SCHEDULE A
Lease #: 991230
LESSOR: BJ Leasing Company
0000 Xxxxxxx Xxxxxx
Xxxxx X
Xxxxxxxx, XX 00000
VENDOR: Savings Communications, Inc.
0000 X. Xxxxx
Xxxxx 0
Xxxxxxxxxx, XX, 00000
EQUIPMENT DESCRIPTION:
One(1) Vodavi DVX Plus II Phone System including:
Eleven (11) 24 Button Executive Display
Phones, sin's SBL9297 17, SBL929720,
SBL929772, SBL929738, SBL9303 11, SBL930252,
SBL930020, SBL930262, SBL930033, SBL9303 12,
SBL929725.
One(1) Basic Key Service Unit, s/n SBAO 10025
One(1) Power Supply, s/n SBA010256
One(1) Digital Interface Service Board-- 24, s/n SBA050132
Two(2) Loop Start CO Card-- 6, s/n's SBAO5O1S6 & SBA050736
One(1) Master Processing Board, sin SBAO 50226
One(1) Miscellaneous Service Board, sin SBA050167
One(1) 8 Button Basic Speaker Phone, sin SBK9 18484
One(1) DSS Operator Console, s/n SBK912792
One(1) TalkPath Voice Mail-- 4 Port, s/n POY9I-10544
One(1) Modem Unit, s/n SBG95 1530
One(1) Music On Hold Unit
One(1) Battery Backup Supply
13CAT 3Cable Runs
I4CAT SCable Runs
24 Port Patch Panel
LESSEE: XXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Will Title: President
---------------------
Xxxxxxx Will
DATE: 12/29/99
BJ Leasing Company
0000 Xxxxxxx Xxxxxx
Xxxxx X
Xxxxxxxx, XX 00000
CERTIFICATE OF ACCEPTANCE
INSTRUCTIONS
THE EQUIPMENT LISTED HAS BEEN DELIVERED AND IS ACCEPTABLE FOR ALL PURPOSES OF
THE LEASE REFERENCED ABOVE.
2. DO NOT SIGN UNLESS ALL ITEMS ARE ACCEPTABLE.
3. IF ANY ITEMS ARE UNACCEPTABLE, PROMPTLY NOTIFY LESSOR AT SUCH ADDRESS OF THE
SPECIFICS.
Quantity, Full Description of Equipment including Make, Model, and Serial Number
Price
Telephone Equipment more fully described in Schedule "A" attached hereto and
made a part hereof. $ 13,000.00
Term (In Months) 48
Frequency of Payments [x] Monthly [ ] Quarterly [ ] Annually [ ] Other
Amount of Rent Payment (plus applicable sales or use tax) $374.52
Initial Payment (check for this amount must accompany lease) $ 877.22
[x] Doc. Fee $75.00 [x] First $401.11 [x] Last $ 401.11
[ ] Deposit $ [ ] Other $
Sales Tax (Only if included in Total Cost) $
Design, Freight and Installation $ 13,000.00
Total Cost
Additional Terms:
Expiration %_____
Casualty
Value
------------------
Lessee acknowledges receipt of all the above equipment and accepts this
equipment for all purposes of the Equipment Lease Agreement referenced above.
Lessee further acknowledges that the rent for the equipment will be based on the
actual cost to Lessor.
LESSEE UNDERSTANDS THAT UPON LESSOR'S RECEIPT OF THIS CERTIFICATE OF ACCEPTANCE
AND IN RELIANCE THEREON LESSOR WILL PAY FOR THE EQUIPMENT AND FURTHER THAT
LESSEE'S ACCEPTANCE OF THE EQUIPMENT WILL COMMENCE LESSEE'S NONTERMINABLE RENTAL
OBLIGATION UNDER THE LEASE AS TO THE EQUIPMENT. LESSEE REAFFIRMS THAT LESSOR HAS
MADE NO EXPRESS WARRANTIES AND HAS D1SCLAtMED ANY 1MPLIED WARRANTIES AS TO THE
EQUIPMENT AND THAT LESSEE'S OBLIGATION TO PAY THE RENT AND OTHER AMOUNTS DUE
UNDER THE LEASE WILL NOT BE AFFECTED BY ANY PROBLEMS ASSOCIATED WITH THE
EQUIPMENT OR ANY SIMILAR OR DISSIMILAR OCCURRENCE AS MORE FULLY SET FORTH IN THE
LEASE.
XXXXXXX.XXX, INC.
---------------------------------
PRINT LEGAL NAME OF LESSEE ABOVE
BY /s/ Xxxxxxx X. Will
---------------------------------
Date: 12/29/99
CONTINUING GUARANTY
The undersigned, jointly and severally, request that BJ LEASING COMPANY
hereinafter referred to as "Lessor", enter into a lease or leases of personal
property, to extend credit, or otherwise to do business WITH: XXXXXXX.XXX, INC.
hereinafter called "Lessee". The undersigned, jointly and severally,
unconditionally guaranty to Lessor, the full and prompt performance by Lessee of
all obligations which Lessee presently or hereafter have to Lessor, and payment
when due of all sums presently or hereafter owing by Lessee arising by lease,
note, or otherwise, and agree to indemnify Lessor, against any wrongful act of
Lessee including any breaches of any contract now existing between Lessee and
Lessor, or which may arise in the future. The undersigned may terminate its
obligations hereunder as to then future transactions between Lessor, and Lessee
only by written notice sent by the terminating guarantor by registered mail
notice to Lessor at the address above-stated, providing, however, that such
termination shalt not affect any liability with respect to any obligation of
Lessee incurred to Lessor prior to receipt of such notice by Lessor, or the
continuing liability of such others of the undersigned as have not given such
notice.
The undersigneds' obligations hereunder are joint and several, and independent
of the obligations of Lessee, and a separate action may be maintained against
the undersigned, whether action is brought against Lessee or whether Lessee be
joined in such action. Undersigneds waive any right to require Lessor, to
proceed against Lessee, or to proceed against or exhaust any security, and waive
any rights of subrogation and any right to participate in any benefit of any
ownership or other interest now or hereafter held by Lessor.
This shall be a continuing guaranty and indemnity. Irrespective of any lack of
notice to or consent of undersigneds, undersigneds' obligations hereunder shall
not be impaired in any manner whatsoever by any: (a) new agreements or
obligations or obligations of Lessee with respect to Lessor, amendments,
extensions, modifications, renewals, or waivers of default as to any existing or
future agreements or obligations of Lessee or third parties with respect to
Lessor, or extensions u credit by Lessor to Lessee; (b) adjustments, compromises
or releases of any obligations of Lessee, any guarantor, or other parties, or
exchanges, releases, or sales of any interests of Lessee, any guarantor or other
party; (c) fictitiousness, incorrectness, invalidity or unenforceability, for
any reason, of any instrument or writing, or acts or omissions by any guarantor
or Lessee; (d) compromises, extensions, moratoria, or other relief granted to
Lessee; or (e) interuption in the buisiness relations between Lessor and Lessee.
Notice of your acceptance hereof, of default or non-payment by Lessee or any
other party, or presentment, protest and demand, and of all other matters of
which undersigned otherwise might entitled, is waived. Lessor is not required to
inform guarantor of matters affecting the financial condition of Lessee.
The obligations hereunder of each guarantor shall be binding upon their
respective heirs and personal representatives. The failure of any person to sign
this guaranty and indemnity shall not affect the liability hereunder of any
signer thereof.
Guarantors shall reimburse Lessor, on demand, for all expenses, including
without limitation, attorney's fees incurred by Lessor in the enforcement or
attempted enforcement of any of Lessor's rights against any guarantor or any
other person or entity. This guaranty shall bind the respective heirs,
administrators, personal representatives, successors and assigns of the
guarantor, and shall inure to the benefit of any of Lessor's successors or
assigns. All rights of Lessor hereunder are accumulative and not alternative.
ARBITRATION: Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled b arbitration in accordance
with the rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Jurisdiction is hereby agreed to be in the Superior Courts
of the State of Washington, and venues are hereby agreed to be King County,
Washington. Arbitration shall he held the City of Seattle, State of Washington,
and any questions of law shall be decided in accordance with the laws of the
State Washington.
DATED: 12/29, 1999.
INDIVIDUAL GUARANTOR: WITNESSED:
By: /s/ Xxxxxxx X. Will By: /s/ Xxxxx Xxxxxxx
------------------------ ---------------------
Xxxxxxx Will Xxxxx Xxxxxxx
---------------------------- ---------------------
Print Name Print name of Witness
0000 Xxxx Xx Xxxxx Xx
-----------------------------
Home Address of Guarantor
Xxxxxxxxxx Xx 00000
----------------------------
City State Zip
000-000-0000
---------------------------
Home Telephone
BJ LEASING COMPANY dba
ODYSSEY BUSINESS CREDIT
You have entered into an Equipment Lease Agreement with us dated 12/29/99 (the
"Lease") which covers certain property more fully described in the Lease (the
"Equipment"). You and we hereby agree that you will purchase AS-IS- WHERE-IS our
interest in all, but not less than all, of the Equipment leased or otherwise
included under the Lease at the expiration of the term thereof for $ 1.00 (to be
pro rated based on cost if the Lease is terminated early as to any equipment
because, for example, of a casualty, it being understood that there is no
voluntary right of early termination under the Lease in whole or in part). As
contemplated under the Lease, the term Equipment includes any software as to
which we have advanced funds pursuant to the Lease, whether we purchased the
software or advanced the purchase price on you behalf of or for your license of
the software. As indicated above, our transfer is without representation or
warranty. Accordingly, you will be obligated to pay us the purchase price for
any relevant software even though we will not necessarily be transferring
anything to you and even though any license you or we have for such software may
have expired. You also agree to pay us said purchase price together with all
taxes on or measured by such purchase price prior to expiration of the term of
the Lease.
By our respective execution hereof in the space provided below you and we
acknowledge the terms and conditions hereof.
Yours very truly,
BY: /s/Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx, Sec/Treas.
Acknowledged and Agreed to this
29 day of 12 , 1999
XXXXXXX.XXX, INC.
BY: /s/ Xxxxxxx X. Will
------------------------------
Xxxxxxx Will, President
BY:
approved by The Secretary of State of Arizona. Rev. IO/90
FORM UCC-I .Space below used by filing office
Return copy or recorded original to: ARIZONA UNIFORM COMMERCIAL CODE
BJ LEASING COMPANY FINANCING STATEMENT Form UCC-1
0000 Xxxxxxx Xxx., Xxxxx X This FINANCING STATEMENT is presented for filing
Enumclaw, WA. 98022 (recording) pursuant to the Arizona Uniform
Commercial Code.
1. Debtor(s) (last name first and address): 2. Secured Party(ies) and address:
XXXXXXX.XXX, INC. BJ LEASING COMPANY
0000 X. 00xx Xxx. #416/417 0000 Xxxxxxx Xxx., Xxxxx X
Xxxxxxx, XX. 00000 Enumclaw, WA. 98022
3. Name and Address of Assignee of Secured 4. [x] If checked, products of collateral are also covered.
Party(ies):
6. If the collateral is crops, the crops 5. This Financing Statement covers the following types
are growing or to be grown on the (or items) of property:
followingdescribed real estate: Telephone Equipment more fully described in
Schedule "A' attached hereto and made
a part hereof.
7. If the collateral is (a) goods which are or are to become fixtures: (b)
timber to be cut: or (C) minerals or the like (including oil and gas), or
accounts resulting from the sale thereof at the wellhead or minehead to which
the security interest attaches upon extraction, the legal description of the
real estate concerned is:
And, this Financing Statement is to be recorded in the office where a mortgage
on such real estate would be recorded. If the Debtor does not have an interest
of record, the name of a record owner is:
8. This Financing Statement is signed by the Secured Party instead of the debtor
to perfect or continue perfection of a security interest in:
[ ] collateral already subject to a security interest in jurisdiction when it
was brought into this state.
[ ] proceeds of collateral because of a change in type or use.
[ ] collateral as to which the filihg has lapsed or will lapse.
[ ] collateral acquired after a change of name, identity or corporate structure
of the Debtor.
XXXXXXX.XXX, INC. DATED: 12/30/99
/s/ Xxxxxxx X. Will BJ LEASING COMPANY
----------------------- /s/ Xxxxx Xxxxx
Xxxxxxx Will, President -----------------
SIGNATURES OF DEBTOR/ASSIGNOR SIGNATURE OF SECURED PARTY OR ASSIGNEE
Lessor: BJ Leasing Company Lease# 991230
0000 Xxxxxxx Xxx. Xxxxx X
Xxxxxxxx, XX. 00000
INSURANCE AUTHORIZATION
To: Xxxxxx Xxxxxxxxxxxx
XxXxxxx & Defebdis Insurance Group
0000 Xxxxx Xxxxx Xxxxxx Xxxxxx, XX 00000
Phone: (559)432--0222 Fax: (5591 431--6712
Contact: Xxxxxx Xxxxxxxxxxxx
We have entered into an equipment lease agreement for the equipment shown on the
attached Schedule of Equipment located at 0000 X. 00xx Xxx. #416/417. Xxxxxxx XX
00000
This is a net lease and we are responsible for the fully equipment cost in the
amount of $13,000.00
Please see that we immediately have ALL RISK coverage for liability and full
replacement cost of the equipment and that BJ Leasing Company is shown as LOSS
PAYEE and ADDITIONAL INSURED on the policy. Please forward a Certificate of
Insurance and Loss Payee and Additional Insured clause to:
BJ Leasing Company
0000 Xxxxxxx Xxx. Xxxxx X
Xxxxxxxx, XX. 00000
(360) 825--7845 Voice
(360) 802--0496 Fax
Concurrent Certificates of Insurance, thirty (30) days notice in the event of
cancellation or alteration, and general correspondence should be sent to the
above addressee as well.
Very Truly Yours,
Lessee: XXXXXXX.XXX, INC.
By: Xxxxxxx X. Will
-----------------------------
Xxxxxxx Will, President
Date executed by Lessee 12/29/99
