Exhibit 10.5
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Quintek Technologies, Inc.
Kazi Lease Guarantee
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Guarantee Personal guarantee by Xxxxxx Xxxx of up to $300,000
equipment lease(s) for the Company.
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Approval Attempt Warrants Investor, or its designee, will be
issued 350,000 five-year warrants exercisable at
$0.10 to purchase common stock in the Company for
the execution of initial approval attempt document.
This has already been executed and these warrants
will be issued.
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Lease Warrants In the event a guarantee is signed, the investor, or
its designee, will be issued 5 year warrants to
purchase common stock in the company at $0.10 per
share equal to the dollar amount of total liability
at the time of lease execution. For example, if the
company needs a guarantee on a $200,000 lease then
the Company will issue the investor 2,000,000
five-year warrants to purchase stock at $0.10 per
share. If the company needs a guarantee on a
$300,000 lease then the Company will issue the
investor 3,000,000 five-year warrants to purchase
stock at $0.10 per share
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Warrant Exercise Price Warrants shall be exercisable at $0.10 (ten cents)
into common stock of the company.
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9.9% Rights Notwithstanding anything herein to the contrary, if
and to the extent that, on any date, the holding by
the Holder of this Warrant(s) would result in the
Holder's being deemed the beneficial owner of more
than 9.99% of the then Outstanding shares of Common
Stock, then the Holder shall not have the right, and
the Company shall not have the obligation, to
convert any portion of this Warrant(s) as shall
cause such Holder to be deemed the beneficial owner
of more than 9.99% of the then Outstanding shares of
Common Stock. If any court of competent jurisdiction
shall determine that the foregoing limitation is
ineffective to prevent a Holder from being deemed
the beneficial owner of more than 9.99% of the then
Outstanding shares of Common Stock, then the Company
shall prepay such portion of this Warrant(s) as
shall cause such Holder not to be deemed the
beneficial owner of more than 9.99% of the then
Outstanding shares of Common Stock. Upon such
determination by a court of competent jurisdiction,
the Holder shall have no interest in or rights under
such portion of the Warrant(s).
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Take out Provision In the event that the Company does not refinance or
purchase the equipment thereby effectively releasing
the investor from liability within 6 months, the
Company will issue the investor stock in the company
equal to 4 times the remaining liability. For
example, if there is $100,000 outstanding on the
lease and the stock is trading at $0.20 per share,
then the investor will be issued 2,000,000 shares of
stock. If there is $200,000 outstanding and the
stock is trading at $0.20, then the investor will be
issued 4,000,000 shares of stock.
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Registration All the warrants will contain standard
piggyback registration rights.
Rights
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By signing below, the parties agree that this term sheet forms and otherwise
creates a preliminary yet formal, binding agreement between the parties. Until a
long-form definitive agreement is executed or if for any reason it is not
prepared, or executed, this agreement will constitute a binding contract between
the parties hereto and will supersede any and all prior negotiations,
communications, agreements and/or understandings, written or oral, with respect
hereto. This agreement may not be amended or modified except by mutual written
consent of the parties. The company and/or prospective purchaser reserve the
right to terminate any agreement represented by this term sheet any time prior
to closing.
If any term, provision, covenant or condition of this agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provision and agreement shall remain in full force and effect
and shall in no way be effected, impaired or invalidated.
/s/ XXXXXX XXXX /s/ XXXXXX XXXX
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Xxxxxx Xxxx CFO 7-23-04 Xxxxxx Xxxx 7-23-04
Quintek Technologies, Inc.
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