AGREEMENT TO LEASE EQUIPMENT
THIS AGREEMENT TO LEASE EQUIPMENT ("Lease") is made and effective June
11, 2003, by and between Speed of Thought Trading Corporation, ("Lessor")
and ResCon Technology Corporation ("Lessee"). Lessor desires to lease to
Lessee, and Lessee desires to lease from Lessor, certain tangible personal
property.
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto agree as follows:
1. Lease
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Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
the equipment described in Exhibit A, attached hereto, (hereinafter
referred to as the "Equipment"):
2. Term
----
The term of this Lease shall commence on June 11, 2003, and shall
expire thirty-six (36) months thereafter.
3. Delivery
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Lessor shall be responsible for delivering the Equipment to Lessee's
premises.
4. Lease Payment
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Lessee shall pay a one-time lease payment of 1,000,000 shares of
Lessee's restricted common stock for the Equipment. The lease payment
shall be delivered to Lessor not more than ten (10) business days from the
date this Lease Agreement is executed by the parties.
5. Use
---
Lessee shall use the Equipment in a careful and proper manner and
shall comply with and conform to all national, state, municipal, police and
other laws, ordinances and regulations in any way relating to the
possession, use or maintenance of the Equipment.
6. Right to Lease
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LESSOR WARRANTS THAT LESSOR HAS THE RIGHT TO LEASE THE EQUIPMENT, AS
PROVIDED IN THIS LEASE.
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7. Repairs
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Lessee, at its own cost and expense, shall keep the Equipment in good
repair, condition and working order and shall furnish any and all parts,
mechanisms and devices required to keep the Equipment in good mechanical
working order.
8. Loss and Damage
---------------
A. Lessee hereby assumes and shall bear the entire risk of loss and
damage to the Equipment from any and every cause whatsoever. No loss
or damage to the Equipment or any part thereof shall impair any
obligation of Lessee under this Lease which shall continue in full
force and effect through the term of the Lease.
B. In the event of loss or damage of any kind whatever to the
Equipment, Lessee shall, at Lessor's option:
(i) Place the same in good repair, condition and working order;
or
(ii) Replace the same with like equipment in good repair,
condition and working order; or
(iii)Pay to Lessor the replacement cost of the Equipment.
9. Surrender
---------
Upon the expiration or earlier termination of this Lease, Lessee shall
return the Equipment to Lessor in good repair, condition and working order,
ordinary wear and tear resulting from proper use thereof alone excepted, by
delivering the Equipment at Lessee's cost and expense to such place as
Lessor shall specify within the city or county in which the same was
delivered to Lessee.
10. Insurance
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Lessee shall procure and continuously maintain and pay for:
A. All risk insurance against loss of and damage to the Equipment
for not less than the full replacement value of the Equipment, naming
Lessor as loss payee, and;
B. Combined public liability and property damage insurance with
limits as approved by Lessor, naming Lessor as additionally named
insured and a loss payee.
The insurance shall be in such form and with such company or companies
as shall be reasonably acceptable to Lessor, shall provide at least thirty
(30) days advance written notice to Lessor of any cancellation, change or
modification, and shall provide primary coverage for the protection of
Lessee and Lessor without regard to any other coverage carried by Lessee or
Lessor protecting against similar risks. Lessee shall provide Lessor with
an original policy or certificate evidencing such insurance. Lessee hereby
appoints Lessor as Lessee's attorney in fact with power and authority to do
all things, including, but not limited to, making claims, receiving
payments and endorsing documents, checks or drafts necessary or advisable
to secure payments due under any policy of insurance required under this
Agreement.
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11. Taxes
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Lessee shall keep the Equipment free and clear of all levies, liens
and encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay
and discharge when due all license and registration fees, assessments,
sales, use and property taxes, gross receipts, taxes arising out of
receipts from use or operation of the Equipment, and other taxes, fees and
governmental charges similar or dissimilar to the foregoing, together with
any penalties or interest thereon, imposed by any state, federal or local
government or any agency, or department thereof, upon the Equipment or the
purchase, use, operation or leasing of the Equipment or otherwise in any
manner with respect thereto and whether or not the same shall be assessed
against or in the name of Lessor or Lessee. However, Lessee shall not be
required to pay or discharge any such tax or assessment so long as it
shall, in good faith and by appropriate legal proceedings, contest the
validity thereof in any reasonable manner which will not affect or endanger
the title and interest of Lessor to the Equipment; provided, Lessee shall
reimburse Lessor for any damages or expenses resulting from such failure to
pay or discharge.
12. Lessor's Payment
----------------
In case of failure of Lessee to procure or maintain said insurance or
to pay fees, assessments, charges and taxes, all as specified in this
Lease, Lessor shall have the right, but shall not be obligated, to effect
such insurance, or pay said fees, assignments, charges and taxes, as the
case may be. In that event, the cost thereof shall be repayable to Lessor
within thirty (30) days of receipt of written notice from Lessor of such
repayment obligation. Failure to repay the same shall carry with it
interest at ten percent (10%) per annum.
13. Indemnity
---------
Lessee shall indemnify Lessor against, and hold Lessor harmless from,
any and all claims, actions, suits, proceedings, costs, expenses, damages
and liabilities, including reasonable attorney's fees and costs, arising
out of, connected with, or resulting from Lessee's use of the Equipment,
including without limitation the manufacture, selection, delivery,
possession, use, operation, or return of the Equipment.
14. Default
-------
If Lessee fails to make the Lease Payment within ten (10) business
days of the date this Agreement was executed, or if Lessee fails to
observe, keep or perform any other provision of this Lease required to be
observed, kept or performed by Lessee, Lessor shall have the right to
exercise any one or more of the following remedies:
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A. To xxx for and recover the Lease Payment, and other
payments, then accrued or thereafter accruing.
B. To take possession of the Equipment, without demand or
notice, wherever same may be located, without any court order or other
process of law. Lessee hereby waives any and all damages occasioned
by such taking of possession.
C. To terminate this Lease.
D. To pursue any other remedy at law or in equity.
Notwithstanding any repossession or any other action which Lessor may
take, Lessee shall be and remain liable for the full performance of all
obligations on the part of the Lessee to be performed under this Lease.
All of Lessor's remedies are cumulative, and may be exercised concurrently
or separately.
15. Bankruptcy
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Neither this Lease nor any interest therein is assignable or
transferable by operation of law. If any proceeding under the Bankruptcy
Act, as amended, is commenced by or against the Lessee, or if the Lessee is
adjudged insolvent, or if Lessee makes any assignment for the benefit of
his creditors, or if a writ of attachment or execution is levied on the
Equipment and is not released or satisfied within ten (10) days thereafter,
or if a receiver is appointed in any proceeding or action to which the
Lessee is a party with authority to take possession or control of the
Equipment, Lessor shall have and may exercise any one or more of the
remedies set forth in Section 14 hereof; and this Lease shall, at the
option of the Lessor, without notice, immediately terminate and shall not
be treated as an asset of Lessee after the exercise of said option.
16. Ownership
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The Equipment is, and shall at all times be and remain, the sole and
exclusive property of Lessor; and the Lessee shall have no right, title or
interest therein or thereto except as expressly set forth in this Lease.
17. Additional Documents
--------------------
If Lessor shall so request, Lessee shall execute and deliver to Lessor
such documents as Lessor shall deem necessary or desirable for purposes of
recording or filing to protect the interest of Lessor in the Equipment
including, but not limited to a UCC financing statement.
18. Entire Agreement
----------------
This instrument constitutes the entire agreement between the parties
on the subject matter hereof and it shall not be amended, altered or
changed except by a further writing signed by the parties hereto.
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19. Notices
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Service of all notices under this Agreement shall be sufficient if
given personally or mailed certified, return receipt requested, postage
prepaid, at the address hereinafter set forth, or to such address as such
party may provide in writing from time to time.
If to Lessor: If to Lessee:
Speed of Thought Trading Corporation ResCon Technology Corporation
00 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000 000 Xxxxxxxxxx Xxxxx Xxxxxxx,
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
20. Assignment
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Lessee shall not assign this Lease or its interest in the Equipment
without the prior written consent of Lessor.
21. Headings
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Headings used in this Lease are provided for convenience only and
shall not be used to construe meaning or intent.
22. Governing Law
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This Lease shall be construed and enforced according to laws of the
State of New York.
WITNESS AS OF THIS 11th DAY OF JUNE 2003, THE SIGNATURES OF THE
PARTIES TO THIS AGREEMENT TO LEASE EQUIPMENT:
LESSOR: LESSEE:
-------------------------------- --------------------------------
Xxxxxxxxx Xxxxxxxxxxx, President Xxxxxxxxx Xxxxxxxxxxx, President
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EXHIBIT A
DESCRIPTION OF EQUIPMENT
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Equipment Description Quantity
--------------------- --------
Mita Model 6090 Copier 1
Xxxxxx G3 Fax Machines 2
Xxxxxx Color Laser Printers 2
HP Laserjet Printer 1
Dell Dimension 8100 PCs 2
Dell Optiplex Workstations 10
Dell FTP1708 Monitors LCD 12
HP 8100 Scanjet Scanners 2
HON 72" Executive Desks 15
Telrad Avanti Telephone System with 20 Telephones 1
Executive Chairs 15
Xerox Workcenter Multimachines 3
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